{ "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Document Name": "SUPPLY CONTRACT", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Parties": "Shenzhen LOHAS Supply Chain Management Co., Ltd.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Agreement Date": "The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Effective Date": "The Contract is valid for 5 years, beginning from and ended on . 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.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Expiration Date": "The Contract is valid for 5 years, beginning from and ended on .", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Renewal Term": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Notice Period To Terminate Renewal": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Governing Law": "It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Most Favored Nation": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Compete": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Exclusivity": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Customers": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Competitive Restriction Exception": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Employees": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Disparagement": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Termination For Convenience": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Rofr/Rofo/Rofn": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Change Of Control": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Anti-Assignment": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Revenue/Profit Sharing": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Price Restrictions": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Minimum Commitment": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Volume Restriction": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Ip Ownership Assignment": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Joint Ip Ownership": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__License Grant": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Transferable License": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensor": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensee": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Irrevocable Or Perpetual License": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Source Code Escrow": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Post-Termination Services": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Audit Rights": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Uncapped Liability": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Cap On Liability": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Liquidated Damages": "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.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Warranty Duration": "Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Insurance": "To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Covenant Not To Sue": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Third Party Beneficiary": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Document Name": "WEB SITE HOSTING AGREEMENT", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Parties": "I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"),", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Agreement Date": "6th day of April, 1999", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Effective Date": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Expiration Date": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Renewal Term": "Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Notice Period To Terminate Renewal": "Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Governing Law": "This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Most Favored Nation": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Compete": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Exclusivity": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Customers": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Competitive Restriction Exception": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Employees": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Disparagement": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Termination For Convenience": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Rofr/Rofo/Rofn": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Change Of Control": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Anti-Assignment": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Revenue/Profit Sharing": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Price Restrictions": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Minimum Commitment": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Volume Restriction": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to: requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup; answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Ip Ownership Assignment": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Joint Ip Ownership": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__License Grant": "7. off-site storage of such backups at separate facility than the location of the Hosting Computer; 8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site; 9. use of the Microsoft Internet Information Service (IIS) 3.0 or higher Web server software for the Hosted Site (providing support for the HTTP Web protocol); 10. use of the Microsoft SQL Server 6.5 or higher database server software for the Hosted Site, within the boundaries of allocated computer storage, per #5 above;", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Transferable License": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensor": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensee": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to: requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup; answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Irrevocable Or Perpetual License": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Source Code Escrow": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Post-Termination Services": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Audit Rights": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Uncapped Liability": "i-on 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.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Cap On Liability": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Liquidated Damages": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Warranty Duration": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Insurance": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Covenant Not To Sue": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Third Party Beneficiary": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Document Name": "CO-PROMOTION AGREEMENT", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Parties": "Dova", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Agreement Date": "September 26, 2018", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Effective Date": "September 26, 2018", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Expiration Date": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Renewal Term": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Notice Period To Terminate Renewal": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Governing Law": "This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Most Favored Nation": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Compete": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Exclusivity": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Customers": "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.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Competitive Restriction Exception": "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[***].", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Employees": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Disparagement": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Termination For Convenience": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Rofr/Rofo/Rofn": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Change Of Control": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Anti-Assignment": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Revenue/Profit Sharing": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows: (a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; (b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and (c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Price Restrictions": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Minimum Commitment": "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.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Volume Restriction": "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.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Ip Ownership Assignment": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Joint Ip Ownership": "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.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__License Grant": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Transferable License": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensor": "Valeant 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.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensee": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Unlimited/All-You-Can-Eat-License": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Irrevocable Or Perpetual License": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Source Code Escrow": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Post-Termination Services": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Audit Rights": "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.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Uncapped Liability": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Cap On Liability": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Liquidated Damages": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Warranty Duration": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Insurance": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Covenant Not To Sue": "During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Third Party Beneficiary": "Except as set forth in ARTICLE 11, no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Document Name": "AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Parties": "EKR", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Agreement Date": "OCTOBER 15, 2009", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Effective Date": "\"Effective Date\" Means August 10, 2007;", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Expiration Date": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\").", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Renewal Term": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": "Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Governing Law": "This Note shall be governed by and construed in accordance with the laws of the State of New York, excluding any conflict-of-laws rule or principle that may refer the governance, construction or interpretation of this Note to the laws of another State.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Most Favored Nation": "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.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Compete": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Exclusivity": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Customers": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Competitive Restriction Exception": "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.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Employees": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Disparagement": "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.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Termination For Convenience": "EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": "PPI shall promptly notify EKR if it does not intend to make or pursue any such Trademark registration in any of the countries in the Territory and EKR shall thereafter be entitled to make applications for such Trademark registrations in its own name.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Change Of Control": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Anti-Assignment": "Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that except as provided in Section 20.4 either Party may assign its rights hereunder to an Affiliate or to any successor by merger, consolidation, sale of stock or other equity interests or the sale of substantially all of the assets of such Party without the consent of the other Party.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Revenue/Profit Sharing": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments;", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Price Restrictions": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Minimum Commitment": "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)", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Volume Restriction": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Ip Ownership Assignment": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Joint Ip Ownership": "Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __License Grant": "PPI hereby grants 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.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Transferable License": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensor": "For the avoidance of doubt, the term \"exclusive\" for the", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensee": "For the avoidance of doubt, the term \"exclusive\" for the", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Source Code Escrow": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Post-Termination Services": "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.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Audit Rights": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records -38- and books referred to in Section 7.2. 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.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Uncapped Liability": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Cap On Liability": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Liquidated Damages": "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)", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Warranty Duration": "Either Party shall be entitled forthwith to terminate this Agreement by notice to the other if:", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Insurance": "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.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Covenant Not To Sue": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Third Party Beneficiary": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Document Name": "ENDORSEMENT", 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"ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Cap On Liability": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Liquidated Damages": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Warranty Duration": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Insurance": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Covenant Not To Sue": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Third Party Beneficiary": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Parties": "\"THC\"); HERTZ SYSTEM, INC., a Delaware corporation, with an address of 8501 Williams Road, Estero, Florida 33928, United States of America (hereinafter \"HSI\")", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date": "30 day of June 2016", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Effective Date": "30 day of June 2016", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": "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.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__License Grant": "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.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": "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.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": "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.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Insurance": "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.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Document Name": "Cooperation Agreement (2014 Amendment)", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Parties": "(\"Party A\");", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Agreement Date": "January 24, 2014", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Effective Date": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Expiration Date": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Renewal Term": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Governing Law": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Most Favored Nation": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Compete": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Exclusivity": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Customers": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Competitive Restriction Exception": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Disparagement": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Termination For Convenience": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Change Of Control": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Anti-Assignment": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Revenue/Profit Sharing": "The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Price Restrictions": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Minimum Commitment": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Volume Restriction": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Ip Ownership Assignment": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Joint Ip Ownership": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__License Grant": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Transferable License": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensee": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Source Code Escrow": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Post-Termination Services": "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; 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; 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.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Audit Rights": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Uncapped Liability": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Cap On Liability": "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.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Liquidated Damages": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Warranty Duration": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Insurance": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Covenant Not To Sue": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Third Party Beneficiary": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Document Name": "PROMOTION AGREEMENT", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Parties": "Cyberian Outpost, Inc. (the \"Company\").", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Agreement Date": "January 26, 1998", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Effective Date": "January 26, 1998", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Expiration Date": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three months of the Term, by giving 30 days' written notice of termination to the other party,", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Renewal Term": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Notice Period To Terminate Renewal": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three months of the Term, by giving 30 days' written notice of termination to the other party,", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Governing Law": "This Agreement will be construed in accordance with and governed by the laws of the State of California, without regard to principles of conflicts of law.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Most Favored Nation": "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.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Compete": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Exclusivity": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Customers": "CNET agrees not to specifically target these subscribers separately from the general database of subscribers to CNET's various newsletters.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Competitive Restriction Exception": "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.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Employees": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Disparagement": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Termination For Convenience": "either party may terminate this Agreement, effective at any time after the first three months of the Term, by giving 30 days' written notice of termination to the other party,", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Rofr/Rofo/Rofn": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Change Of Control": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Revenue/Profit Sharing": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Price Restrictions": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Minimum Commitment": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Volume Restriction": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Ip Ownership Assignment": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Joint Ip Ownership": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__License Grant": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Transferable License": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensor": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensee": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Irrevocable Or Perpetual License": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Source Code Escrow": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Post-Termination Services": "If 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.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Audit Rights": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. 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.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Uncapped Liability": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Cap On Liability": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Liquidated Damages": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Warranty Duration": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Insurance": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Covenant Not To Sue": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Third Party Beneficiary": "", "MSCIINC_02_28_2008-EX-10.10-__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "MSCIINC_02_28_2008-EX-10.10-__Parties": "(\"MS\")", "MSCIINC_02_28_2008-EX-10.10-__Agreement Date": "November 20, 2007", "MSCIINC_02_28_2008-EX-10.10-__Effective Date": "November 20, 2007", "MSCIINC_02_28_2008-EX-10.10-__Expiration Date": "", "MSCIINC_02_28_2008-EX-10.10-__Renewal Term": "", "MSCIINC_02_28_2008-EX-10.10-__Notice Period To Terminate Renewal": "", "MSCIINC_02_28_2008-EX-10.10-__Governing Law": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "MSCIINC_02_28_2008-EX-10.10-__Most Favored Nation": "", "MSCIINC_02_28_2008-EX-10.10-__Non-Compete": "", "MSCIINC_02_28_2008-EX-10.10-__Exclusivity": "", "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Customers": "", "MSCIINC_02_28_2008-EX-10.10-__Competitive Restriction Exception": "", "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Employees": "", "MSCIINC_02_28_2008-EX-10.10-__Non-Disparagement": "", "MSCIINC_02_28_2008-EX-10.10-__Termination For Convenience": "", "MSCIINC_02_28_2008-EX-10.10-__Rofr/Rofo/Rofn": "", "MSCIINC_02_28_2008-EX-10.10-__Change Of Control": "\"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.", "MSCIINC_02_28_2008-EX-10.10-__Anti-Assignment": "", "MSCIINC_02_28_2008-EX-10.10-__Revenue/Profit Sharing": "", "MSCIINC_02_28_2008-EX-10.10-__Price Restrictions": "", "MSCIINC_02_28_2008-EX-10.10-__Minimum Commitment": "", "MSCIINC_02_28_2008-EX-10.10-__Volume Restriction": "", "MSCIINC_02_28_2008-EX-10.10-__Ip Ownership Assignment": "", "MSCIINC_02_28_2008-EX-10.10-__Joint Ip Ownership": "", "MSCIINC_02_28_2008-EX-10.10-__License Grant": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "MSCIINC_02_28_2008-EX-10.10-__Non-Transferable License": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensor": "\"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.", "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensee": "", "MSCIINC_02_28_2008-EX-10.10-__Unlimited/All-You-Can-Eat-License": "", "MSCIINC_02_28_2008-EX-10.10-__Irrevocable Or Perpetual License": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "MSCIINC_02_28_2008-EX-10.10-__Source Code Escrow": "", "MSCIINC_02_28_2008-EX-10.10-__Post-Termination Services": "", "MSCIINC_02_28_2008-EX-10.10-__Audit Rights": "", "MSCIINC_02_28_2008-EX-10.10-__Uncapped Liability": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. 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.", "MSCIINC_02_28_2008-EX-10.10-__Cap On Liability": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "MSCIINC_02_28_2008-EX-10.10-__Liquidated Damages": "", "MSCIINC_02_28_2008-EX-10.10-__Warranty Duration": "", "MSCIINC_02_28_2008-EX-10.10-__Insurance": "", "MSCIINC_02_28_2008-EX-10.10-__Covenant Not To Sue": "THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "MSCIINC_02_28_2008-EX-10.10-__Third Party Beneficiary": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Document Name": "Strategic Alliance Agreement", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Parties": "Cherry Hill", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Agreement Date": ", 2013,", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Effective Date": "The phrases \"the date of this Agreement\", \"the date hereof' and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the preamble to this Agreement.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Expiration Date": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Renewal Term": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Governing Law": "This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Most Favored Nation": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Compete": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Exclusivity": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Customers": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Competitive Restriction Exception": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Employees": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Disparagement": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Termination For Convenience": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Change Of Control": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Anti-Assignment": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Revenue/Profit Sharing": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Price Restrictions": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Minimum Commitment": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Volume Restriction": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Ip Ownership Assignment": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Joint Ip Ownership": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__License Grant": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Transferable License": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensor": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensee": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Source Code Escrow": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Post-Termination Services": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Audit Rights": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Uncapped Liability": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Cap On Liability": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Liquidated Damages": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Warranty Duration": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Insurance": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Covenant Not To Sue": "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.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Third Party Beneficiary": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties": "SHBV (HONG KONG) LTD. and WASTE2ENERGY GROUP HOLDINGS PLC", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "19 DAY OF MAY , 2010", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "This Agreement shall come into force on the date given at the beginning of this Agreement.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination).", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "This Agreement is governed by English law.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV, without the prior consent and/or direct participation of SHBV. 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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "The parties may terminate this Agreement at any time by mutual consent.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case, attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Document Name": "ENDORSEMENT AGREEMENT ADDENDUM I", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Parties": "National Football League Alumni - Northern California Chapter", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Agreement Date": "November 7, 2017,", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Effective Date": "November 7, 2017,", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Expiration Date": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Renewal Term": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Notice Period To Terminate Renewal": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Governing Law": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Most Favored Nation": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Compete": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Exclusivity": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Customers": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Competitive Restriction Exception": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Employees": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Disparagement": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Termination For Convenience": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Rofr/Rofo/Rofn": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Change Of Control": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Anti-Assignment": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Revenue/Profit Sharing": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Price Restrictions": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Minimum Commitment": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Volume Restriction": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Ip Ownership Assignment": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Joint Ip Ownership": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__License Grant": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Transferable License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensor": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensee": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Irrevocable Or Perpetual License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Source Code Escrow": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Post-Termination Services": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Audit Rights": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Uncapped Liability": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Cap On Liability": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Liquidated Damages": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Warranty Duration": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Insurance": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Covenant Not To Sue": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Third Party Beneficiary": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Document Name": "Corporate Sponsorship Agreement", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Parties": "American Diabetes Association", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Agreement Date": "March 22, 2018,", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Effective Date": "March 22, 2018,", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Expiration Date": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Renewal Term": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Governing Law": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Most Favored Nation": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Compete": "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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Exclusivity": "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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": "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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Disparagement": "Before expiration of the Term, either Party may terminate this Agreement upon:", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Termination For Convenience": "Before expiration of the Term, either Party may terminate this Agreement upon:", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Change Of Control": "(e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Anti-Assignment": "This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Price Restrictions": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Minimum Commitment": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Volume Restriction": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": "In addition, any materials provided by or developed by the Association remain the property of the Association.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__License Grant": "The Association 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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Transferable 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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Source Code Escrow": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Post-Termination Services": "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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Audit Rights": "Company shall provide to the Association on a quarterly basis two (2) samples of any items or materials that contain the Association Marks.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Uncapped Liability": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Cap On Liability": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Liquidated Damages": "Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Warranty Duration": "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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Insurance": "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.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Document Name": "HOSTING AGREEMENT", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Parties": "(\"Customer\")", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Agreement Date": "Date:__________", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Effective Date": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Expiration Date": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Renewal Term": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Most Favored Nation": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Compete": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Exclusivity": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Customers": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Competitive Restriction Exception": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Employees": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Disparagement": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Termination For Convenience": "In addition, either party may terminate this Agreement by giving to the other party written notice", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Rofr/Rofo/Rofn": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Change Of Control": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Anti-Assignment": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Revenue/Profit Sharing": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Price Restrictions": "At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Minimum Commitment": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Volume Restriction": "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.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Ip Ownership Assignment": "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.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Joint Ip Ownership": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__License Grant": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Transferable License": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensor": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensee": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Irrevocable Or Perpetual License": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Source Code Escrow": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Post-Termination Services": "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).", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Audit Rights": "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.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Uncapped Liability": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Cap On Liability": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Liquidated Damages": "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: a) 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.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Warranty Duration": "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.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Insurance": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Covenant Not To Sue": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Third Party Beneficiary": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Document Name": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Parties": "Fleet Laboratories Limited", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Agreement Date": "on 2018", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Effective Date": "18 March 2015", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Expiration Date": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Renewal Term": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Governing Law": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Most Favored Nation": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Compete": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Exclusivity": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Customers": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Competitive Restriction Exception": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Employees": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Disparagement": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Termination For Convenience": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Change Of Control": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event: (i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA; 9 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs;", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Anti-Assignment": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Revenue/Profit Sharing": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Price Restrictions": "If at any other time during a calendar year the [***] when compared with [***], Fleet shall have the right to amend the [***] for any future invoices by providing Columbia with at least three (3) months' prior written notice.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Minimum Commitment": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below: [***] [***] [***] [***] [***] [***] N u m b e r o f batches [***] [***] [***] [***] [***] [***]", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Volume Restriction": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Ip Ownership Assignment": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Joint Ip Ownership": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__License Grant": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Transferable License": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensor": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensee": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Source Code Escrow": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Post-Termination Services": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Audit Rights": "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.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Uncapped Liability": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Cap On Liability": "Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Liquidated Damages": "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.\"", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Warranty Duration": "Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Insurance": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Covenant Not To Sue": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Third Party Beneficiary": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Document Name": "SPONSORSHIP AGREEMENT", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Parties": "Excite, Inc.,", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Agreement Date": "23rd day of September, 1997", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Effective Date": "23rd day of September, 1997", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Expiration Date": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Renewal Term": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Governing Law": "This Agreement will be governed by and construed in accordance with the laws of the State of New York", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Most Favored Nation": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Compete": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Exclusivity": "Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "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.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Disparagement": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Termination For Convenience": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Change Of Control": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Anti-Assignment": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest. Any attempt to assign this Agreement other than as permitted above will be null and void.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions: i) \"Gross margin\" is defined as [****]. ii) Total Revenue will be measured at the end of every three months after the Commencement Date. This three-month Total Revenue amount will be compared to an amount equal to two (2) times the corresponding three-month share of the applicable sponsorship fee described in Sections 6(c) and 6(d) (each pro rata share a \"Revenue Floor\"). 8 9 CONFIDENTIAL iii) If the Total Revenue earned by Sponsor during the three-month period exceeds the total of the Revenue Floor applicable to the same three-month period, Sponsor will pay Excite [****] of the gross margin Sponsor realizes on the gross revenue amount equal to the excess of the Total Revenue over the Revenue Floor during the three-month period.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Price Restrictions": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Minimum Commitment": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Volume Restriction": "During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "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).", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Joint Ip Ownership": "Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Transferable License": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Source Code Escrow": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Post-Termination Services": "Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except: i) As the parties may agree in writing; or ii) To the extent permitted by applicable law.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Audit Rights": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Uncapped Liability": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Cap On Liability": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Liquidated Damages": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Warranty Duration": "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.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Insurance": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Covenant Not To Sue": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Third Party Beneficiary": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Document Name": "TRADEMARK LICENSE AGREEMENT", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Parties": "(\"Licensee\")", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Agreement Date": "[ ] day of [ ], 2020", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Effective Date": "[ ] day of [ ], 2020", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Expiration Date": "The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Renewal Term": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Notice Period To Terminate Renewal": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Governing Law": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Most Favored Nation": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Compete": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Exclusivity": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Customers": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Competitive Restriction Exception": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Employees": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Disparagement": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Termination For Convenience": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Rofr/Rofo/Rofn": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Change Of Control": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Anti-Assignment": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Revenue/Profit Sharing": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Price Restrictions": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Minimum Commitment": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Volume Restriction": "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.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Ip Ownership Assignment": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Joint Ip Ownership": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__License Grant": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Transferable License": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensor": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensee": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Unlimited/All-You-Can-Eat-License": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Irrevocable Or Perpetual License": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Source Code Escrow": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Post-Termination Services": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Audit Rights": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Uncapped Liability": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Cap On Liability": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Liquidated Damages": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Warranty Duration": "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.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Insurance": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Covenant Not To Sue": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Third Party Beneficiary": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Document Name": "COOPERATION AGREEMENT BETWEEN THE CITY OF FORT STOCKTON, TEXAS AND STW RESOURCES HOLDING CORP. REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION This AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Parties": "STW", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "the day of , 2014,", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Effective Date": "last date of signature on the signature pages below.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Governing Law": "This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "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.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "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.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "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.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__License Grant": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "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.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "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.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "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:", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "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.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Insurance": "STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Document Name": "DEVELOPMENT AND OPTION AGREEMENT", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Parties": "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.\"", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Agreement Date": "November 20, 2019", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Effective Date": "November 20, 2019", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Expiration Date": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Renewal Term": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon: (a) [***] (b) [***] (c) [***] (d) [***] (e) [***] (f) [***]", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Notice Period To Terminate Renewal": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Governing Law": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Most Favored Nation": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Compete": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Exclusivity": "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).", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Customers": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Competitive Restriction Exception": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Employees": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Disparagement": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Termination For Convenience": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Rofr/Rofo/Rofn": "If Harpoon decides not to prepare, file, prosecute, or maintain a Harpoon Patent or Joint Patent in a country or other jurisdiction in the Territory, Harpoon shall provide reasonable prior written notice to AbbVie of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Harpoon Patent or Joint Patent in such country or other jurisdiction), AbbVie shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Harpoon Patent or Joint Patent at its expense in such country or other jurisdiction.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Change Of Control": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Anti-Assignment": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Revenue/Profit Sharing": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates: Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate For that portion of aggregate Net Sales of each Licensed Product[***] [***] For that portion of aggregate Net Sales of each Licensed Product[***] [***] For that portion of aggregate Net Sales of each Licensed Product[***] [***] With respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Price Restrictions": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Minimum Commitment": "The types of insurance, and minimum limits shall be: (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). (b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico). - 61 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 (c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Volume Restriction": "Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Ip Ownership Assignment": "Each 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).", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Joint Ip Ownership": "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).", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__License Grant": "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).", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Transferable License": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensor": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensee": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Irrevocable Or Perpetual License": "Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Source Code Escrow": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Post-Termination Services": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party. 11.6.3 Self-Insurance. Notwithstanding the foregoing, AbbVie may self-insure, in whole or in part, the insurance requirements described above. ARTICLE 12 TERM AND TERMINATION 12.1 Term. 12.1.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\"). 12.1.2 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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Audit Rights": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Uncapped Liability": "EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Cap On Liability": "EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Liquidated Damages": "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).", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Warranty Duration": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Insurance": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Covenant Not To Sue": "Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Third Party Beneficiary": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Document Name": "SCHEDULE TO Software License, Customization and Maintenance Agreement", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Parties": "Bank of America", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Agreement Date": "March 3, 2011", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Effective Date": "March 3, 2011", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Expiration Date": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Renewal Term": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Notice Period To Terminate Renewal": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Governing Law": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Most Favored Nation": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Compete": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Exclusivity": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Customers": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Competitive Restriction Exception": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Employees": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Disparagement": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Termination For Convenience": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Rofr/Rofo/Rofn": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Change Of Control": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Anti-Assignment": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Revenue/Profit Sharing": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Price Restrictions": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Minimum Commitment": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Volume Restriction": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Ip Ownership Assignment": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Joint Ip Ownership": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__License Grant": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Transferable License": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensor": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensee": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Unlimited/All-You-Can-Eat-License": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Irrevocable Or Perpetual License": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Source Code Escrow": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Post-Termination Services": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Audit Rights": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Uncapped Liability": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Cap On Liability": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Liquidated Damages": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Warranty Duration": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Insurance": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Covenant Not To Sue": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Third Party Beneficiary": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Document Name": "Distributor Agreement", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Parties": "Airspan Networks Incorporated, 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,", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Agreement Date": "31st day of March, 2000", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Effective Date": "31st day of March, 2000", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Expiration Date": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\").", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Renewal Term": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Notice Period To Terminate Renewal": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Governing Law": "This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Most Favored Nation": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Compete": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Exclusivity": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Customers": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Competitive Restriction Exception": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Employees": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Disparagement": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Termination For Convenience": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Rofr/Rofo/Rofn": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Change Of Control": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Anti-Assignment": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Revenue/Profit Sharing": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Price Restrictions": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Minimum Commitment": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Volume Restriction": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Ip Ownership Assignment": "Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Joint Ip Ownership": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__License Grant": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Transferable License": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensor": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensee": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Unlimited/All-You-Can-Eat-License": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Irrevocable Or Perpetual License": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Source Code Escrow": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Post-Termination Services": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Audit Rights": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Uncapped Liability": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred. 16.3 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). 16.4 Nothing in this Agreement shall exclude or in any way limit Airspan liability for death or personal injury caused by its negligence.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Cap On Liability": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Liquidated Damages": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Warranty Duration": "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.\")", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Insurance": "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.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Covenant Not To Sue": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Third Party Beneficiary": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Document Name": "TRANSPORTATION CONTRACT", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Parties": "ECOPETROL S.A.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Agreement Date": "January 30, 2012", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Effective Date": "January 30, 2012", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Expiration Date": "The Contract shall be in force during the period indicated in the Specific Conditions.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Renewal Term": "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.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Notice Period To Terminate Renewal": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Governing Law": "The relation established in the Contract hereof is of commercial nature and therefore is governed by the regulations of Colombian private law.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Most Favored Nation": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Compete": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Exclusivity": "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.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Customers": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Competitive Restriction Exception": "This does not include anything in connection with transportation services associated to the commercialization of products derived from oil, propane gas and crude oils whose policy is defined by the Vice- presidency of supply and marketing in the reference documents for credit to clients.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Employees": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Disparagement": "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.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Termination For Convenience": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Rofr/Rofo/Rofn": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Change Of Control": "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:", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Anti-Assignment": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Revenue/Profit Sharing": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Price Restrictions": "The Monthly Fee agreed in this Contract shall be adjusted each year pursuant to the formula established by the Ministry of Mines and Energy in Resolution 124 386 of July 15th, 2010 or any provisions the amend, add or supersede it.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Minimum Commitment": "The Transporter reserves the right to receive or reject a Hydrocarbon that fails to meet the minimum specified values; in case of reception, the Sender shall Pay the Transporter any costs incurred in the analysis and eventual treatment of this Hydrocarbon to place it within the required specifications or to implement the scheme required for its Transportation.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Volume Restriction": "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\").", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Ip Ownership Assignment": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Joint Ip Ownership": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__License Grant": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Transferable License": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensor": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensee": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Unlimited/All-You-Can-Eat-License": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Irrevocable Or Perpetual License": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Source Code Escrow": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Post-Termination Services": "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.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Audit Rights": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Uncapped Liability": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Cap On Liability": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Liquidated Damages": "In case of failing to fulfill the obligations of the SENDER as a result of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Warranty Duration": "The Transporter 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.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Insurance": "the Transporter and the interested Senders in the Sole Risk Proposal shall obtain the necessary bonds and insurance to cover any Risk derived from the Sole Risk Proposal under terms reasonably acceptable for the Transporter, without prejudice of obtaining all other bonds and insurance requested by the Transporter.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Covenant Not To Sue": "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.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Third Party Beneficiary": "Ecopetrol S A", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Document Name": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Parties": "Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Agreement Date": "August 16, 2017,", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Effective Date": "August 16, 2017,", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Expiration Date": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Renewal Term": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Governing Law": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Most Favored Nation": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Compete": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Exclusivity": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Disparagement": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Termination For Convenience": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Change Of Control": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Anti-Assignment": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Price Restrictions": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Minimum Commitment": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Volume Restriction": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Joint Ip Ownership": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__License Grant": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Transferable License": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Source Code Escrow": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Post-Termination Services": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Audit Rights": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Uncapped Liability": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Cap On Liability": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Liquidated Damages": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Warranty Duration": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Insurance": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Covenant Not To Sue": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Third Party Beneficiary": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Document Name": "Strategic Alliance Agreement", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Parties": "ChipMOS", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Agreement Date": "11th day of December, 2015", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Effective Date": "11th day of December, 2015", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Expiration Date": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Renewal Term": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Governing Law": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Most Favored Nation": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Compete": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Exclusivity": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Customers": "Tsinghua Unigroup shall also introduce other potential suppliers, customers and business partners in Mainland China to ChipMOS.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Competitive Restriction Exception": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Employees": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Disparagement": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Termination For Convenience": "This Agreement may be terminated as follows:", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Change Of Control": "This Agreement may be terminated as follows:", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Anti-Assignment": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Revenue/Profit Sharing": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Price Restrictions": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Minimum Commitment": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Volume Restriction": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Ip Ownership Assignment": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Joint Ip Ownership": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__License Grant": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Transferable License": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensor": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensee": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Source Code Escrow": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Post-Termination Services": "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.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Audit Rights": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Uncapped Liability": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Cap On Liability": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Liquidated Damages": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Warranty Duration": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Insurance": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Covenant Not To Sue": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Third Party Beneficiary": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Document Name": "Distribution and Development Agreement", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Parties": "Sekisui", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Agreement Date": "May 1, 2016", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Effective Date": "Effective Date shall mean May 1, 2016.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Expiration Date": "The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Renewal Term": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Notice Period To Terminate Renewal": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Governing Law": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Most Favored Nation": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Compete": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Exclusivity": "Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Customers": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Competitive Restriction Exception": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Employees": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Disparagement": "Sekisui covenants to Qualigen that Sekisui will not make any written or oral representation or marketing claim (either formal or informal) about any Product's capabilities or characteristics other than those representations and claims that are fully and directly supported by factual materials provided by Qualigen to Sekisui. Sekisui shall not make any false or misleading representations to customers or others regarding Qualigen or the Products.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Termination For Convenience": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Rofr/Rofo/Rofn": "During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Change Of Control": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Anti-Assignment": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Revenue/Profit Sharing": "The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Price Restrictions": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Minimum Commitment": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Volume Restriction": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Ip Ownership Assignment": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Joint Ip Ownership": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__License Grant": "During the Term, Sekisui is hereby permitted to use the Qualigen name and any Qualigen content (including the content of any existing sales collateral and marketing materials) in any sales collateral, marketing materials or other communications used in connection with the marketing and sales of the Product with the prior written consent of Qualigen, which consent shall not be reasonably withheld or delayed.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Transferable License": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensor": "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.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensee": "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.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Irrevocable Or Perpetual License": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Source Code Escrow": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Post-Termination Services": "Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Audit Rights": "Upon reasonable written notice (and no more often than once every 150 days), the auditing Party shall have the right, during normal business hours, to audit the books and records maintained by the audited Party pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Uncapped Liability": "Nothing in this Section shall be deemed to limit Qualigen's responsibility to the amounts stated above or to any limits of Qualigen's insurance policies.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Cap On Liability": "If Qualigen does not pass such audit and the reasons for such failure cannot be remedied within a reasonable period of time or Qualigen fails or elects not to complete any remedial actions reasonably suggested by Sekisui, then Sekisui's sole and exclusive remedy shall be to terminate this Agreement in accordance with the provisions of Section 14 of this Agreement, with such termination to be effective upon receipt of a termination notice by Qualigen sent by Sekisui at any time after the sixty day remedy period described in this Section 5.4 has passed.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Liquidated Damages": "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.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Warranty Duration": "Qualigen shall provide to Sekisui and for the benefit of Sekisui's customers of Products a standard commercial written warranty that the Products will be free of defects in materials or workmanship starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the \"User Warranty\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Insurance": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). 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.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Covenant Not To Sue": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Third Party Beneficiary": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Document Name": "ENDORSEMENT AGREEMENT", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Parties": "Kathy Ireland, Inc.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Agreement Date": "August 24, 1995,", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Effective Date": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Expiration Date": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Renewal Term": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Most Favored Nation": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Compete": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Exclusivity": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. 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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Disparagement": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Termination For Convenience": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Change Of Control": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Anti-Assignment": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Price Restrictions": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Minimum Commitment": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Volume Restriction": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__License Grant": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Transferable License": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Source Code Escrow": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Post-Termination Services": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Audit Rights": "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", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Uncapped Liability": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Cap On Liability": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Liquidated Damages": "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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Warranty Duration": "Failure to reject any product, carton, container, or packing or wrapping within 15 days of receipt of such item or items by KI, Inc. shall be deemed an acceptance of the quality and style of such item or items.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Insurance": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products. 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.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Parties": "GLOBAL ENERGY, 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\".", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "December 21, 2006", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "December 21, 2006", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "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.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "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.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "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.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__License Grant": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "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.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "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.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Insurance": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "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.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Document Name": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Parties": "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 (\"Glam is\") AND: WESTERN COPPER CORPORATION,", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Agreement Date": "May 3,2006.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Effective Date": "May 3,2006.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Expiration Date": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Renewal Term": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Governing Law": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Most Favored Nation": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Compete": "(b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities, in the Area of Non-Competition.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Exclusivity": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Disparagement": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Termination For Convenience": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": "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.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Change Of Control": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Anti-Assignment": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Price Restrictions": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Minimum Commitment": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Volume Restriction": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": "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.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Joint Ip Ownership": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__License Grant": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Transferable License": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": "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.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Source Code Escrow": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Post-Termination Services": "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.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Audit Rights": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Uncapped Liability": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Cap On Liability": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Liquidated Damages": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Warranty Duration": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Insurance": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Covenant Not To Sue": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever, (a) carry on or be engaged in Mining Activities, or", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Third Party Beneficiary": "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.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Document Name": "TECHNICAL / QUALITY AGREEMENT", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Parties": "HEMISPHERX", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Agreement Date": "3-29-2016", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Effective Date": "This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Expiration Date": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Renewal Term": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Notice Period To Terminate Renewal": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Governing Law": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Most Favored Nation": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Compete": "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.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Exclusivity": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Customers": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Competitive Restriction Exception": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Employees": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Disparagement": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Termination For Convenience": "HEMISPHERX will have the option at any time to buy out this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Rofr/Rofo/Rofn": "HEMISPHERX will have the option at any time to buy out this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Change Of Control": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Anti-Assignment": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any assignment in violation hereof is void.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Revenue/Profit Sharing": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Price Restrictions": "Beginning on the second year anniversary of the signing of this Agreement (\"Effective Date\") and on each succeeding anniversary of the Effective Date during the term of this agreement and in consideration of a varies of economic factors such as for example, costs of labour, costs of material and costs the price paid by SCIEN for Product(s) shall be renegotiated. Any price increase will need to be justified by HEMISPHERX.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Minimum Commitment": "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,", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Volume Restriction": "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.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Ip Ownership Assignment": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Joint Ip Ownership": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__License Grant": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Transferable License": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensor": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensee": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Irrevocable Or Perpetual License": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Source Code Escrow": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Post-Termination Services": "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.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Audit Rights": "HEMISPHERX shall permit SCIEN or its agent, at SCIENs' expense, to conduct periodic audits of HEMISPHERX's Quality System and Manufacturing records relating to HEMISPHERX's performance under this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Uncapped Liability": "Nothing in this Agreement shall exclude either party's liability for death or personal injury.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Cap On Liability": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Liquidated Damages": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Warranty Duration": "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.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Insurance": "HEMISPHERX recommends that all customers insure return goods shipments.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Covenant Not To Sue": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Third Party Beneficiary": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Document Name": "CO-BRANDING AGREEMENT", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Parties": "mPhase", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Agreement Date": "21st day of January 2003", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Effective Date": "21st day of January 2003", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Expiration Date": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Renewal Term": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Notice Period To Terminate Renewal": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Governing Law": "The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Most Favored Nation": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Compete": "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.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Exclusivity": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Customers": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Competitive Restriction Exception": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Employees": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Disparagement": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Termination For Convenience": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Rofr/Rofo/Rofn": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Change Of Control": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Anti-Assignment": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Revenue/Profit Sharing": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Price Restrictions": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Minimum Commitment": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Volume Restriction": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Ip Ownership Assignment": "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.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Joint Ip Ownership": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__License Grant": "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.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Transferable License": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensor": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensee": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Irrevocable Or Perpetual License": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Source Code Escrow": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Post-Termination Services": "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.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Audit Rights": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Uncapped Liability": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Cap On Liability": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Liquidated Damages": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Warranty Duration": "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.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Insurance": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Covenant Not To Sue": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Third Party Beneficiary": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Parties": "SpinCo", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Agreement Date": "June 26, 2015", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Effective Date": "June 26, 2015", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Expiration Date": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Renewal Term": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Notice Period To Terminate Renewal": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Governing Law": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Most Favored Nation": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Compete": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Exclusivity": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Customers": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Competitive Restriction Exception": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Employees": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Disparagement": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Termination For Convenience": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Rofr/Rofo/Rofn": "SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Change Of Control": "The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Anti-Assignment": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Revenue/Profit Sharing": "SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Price Restrictions": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Minimum Commitment": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Volume Restriction": "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.", "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": "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.", "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": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__License Grant": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Transferable License": "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.", "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": "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).", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Affiliate License-Licensee": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Unlimited/All-You-Can-Eat-License": "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.", "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": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Source Code Escrow": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Post-Termination Services": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Audit Rights": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Uncapped Liability": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Cap On Liability": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Liquidated Damages": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Warranty Duration": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Insurance": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Covenant Not To Sue": "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.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Third Party Beneficiary": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Document Name": "MANUFACTURING AND SUPPLY AGREEMENT", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Parties": "MEDICA S.p.A.,", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Agreement Date": "January 1, 2013", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Effective Date": "January 1st, 2013,", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Expiration Date": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Renewal Term": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Notice Period To Terminate Renewal": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Governing Law": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Most Favored Nation": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Compete": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Exclusivity": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Customers": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Competitive Restriction Exception": "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.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Employees": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Disparagement": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Termination For Convenience": "The parties may terminate this Agreement at any time by written agreement.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Rofr/Rofo/Rofn": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Change Of Control": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Anti-Assignment": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Revenue/Profit Sharing": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Price Restrictions": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Minimum Commitment": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Volume Restriction": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Ip Ownership Assignment": "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\").", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Joint Ip Ownership": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__License Grant": "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.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Transferable License": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensor": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensee": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Irrevocable Or Perpetual License": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Source Code Escrow": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Post-Termination Services": "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.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Audit Rights": "Medica shall at Vapotherm's request give Vapotherm and any designee of Vapotherm reasonable access to Medica's facilities, procedures, and books and records, including Medica's protocols, standard operating procedures (SOPs), equipment specifications, and manufacturing records, for purposes of (1) observing manufacturing, operations and (2) auditing and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Uncapped Liability": "This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Cap On Liability": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss. 12.4 Limitation on Liability. Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Liquidated Damages": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a): (1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Warranty Duration": "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.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Insurance": "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.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Covenant Not To Sue": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Third Party Beneficiary": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Parties": "Playa Hotels & Resorts, B.V.,", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Agreement Date": "December 14, 2016", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Effective Date": "December 14, 2016", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Expiration Date": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Renewal Term": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Notice Period To Terminate Renewal": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Governing Law": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Most Favored Nation": "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.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Compete": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Exclusivity": "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\");", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Customers": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Competitive Restriction Exception": "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.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Employees": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Disparagement": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Termination For Convenience": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Rofr/Rofo/Rofn": "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.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Change Of Control": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Anti-Assignment": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Revenue/Profit Sharing": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Price Restrictions": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Minimum Commitment": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Volume Restriction": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Ip Ownership Assignment": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Joint Ip Ownership": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__License Grant": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Transferable License": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensor": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensee": "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.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Unlimited/All-You-Can-Eat-License": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Irrevocable Or Perpetual License": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Source Code Escrow": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Post-Termination Services": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Audit Rights": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Uncapped Liability": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Cap On Liability": "The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Liquidated Damages": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Warranty Duration": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Insurance": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Covenant Not To Sue": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Third Party Beneficiary": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Document Name": "COOPERATION AGREEMENT", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Parties": "(each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\").", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "June 18, 2020,", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date": "June 18, 2020,", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "This Agreement may not be assigned without the prior written consent of the other Party hereto.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "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.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties": "ABP TRUST", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date": "January 22, 2020", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date": "January 22, 2020", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Governing Law": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Most Favored Nation": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Compete": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Exclusivity": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Disparagement": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Termination For Convenience": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Change Of Control": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Anti-Assignment": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Price Restrictions": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Minimum Commitment": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Volume Restriction": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Joint Ip Ownership": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__License Grant": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Document Name": "COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Parties": "PRIME OFFSHORELT.C.", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Agreement Date": "June 29, 2006", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Effective Date": "June 29, 2006", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Expiration Date": "This Agreement shall remain in force until each component ofProject Completion is satisfied.", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Renewal Term": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Governing Law": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Most Favored Nation": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND 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AGREEMENT__Change Of Control": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Anti-Assignment": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Revenue/Profit Sharing": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Price Restrictions": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Minimum Commitment": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Volume Restriction": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Ip Ownership Assignment": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Joint Ip Ownership": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__License Grant": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Transferable License": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensor": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensee": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Source Code Escrow": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Post-Termination Services": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Audit Rights": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Uncapped Liability": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Cap On Liability": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Liquidated Damages": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Warranty Duration": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Insurance": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Covenant Not To Sue": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Third Party Beneficiary": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Document Name": "ODM SUPPLY AGREEMENT", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Parties": "\"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\"", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Agreement Date": "15t h day of January 2018.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Effective Date": "15t h day of January 2018.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Expiration Date": "This agreement is for a term of ten (10) years.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Renewal Term": "This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Governing Law": "This agreement shall be governed by the Laws of England (English common and statutory Law).", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Most Favored Nation": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Compete": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Exclusivity": "The Manufacturer 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.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Customers": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Competitive Restriction Exception": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Employees": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Disparagement": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Termination For Convenience": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Change Of Control": "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:", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Anti-Assignment": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Revenue/Profit Sharing": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Price Restrictions": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Minimum Commitment": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Volume Restriction": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Ip Ownership Assignment": "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.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Joint Ip Ownership": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__License Grant": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Transferable License": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensor": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensee": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Source Code Escrow": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Post-Termination Services": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Audit Rights": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Uncapped Liability": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Cap On Liability": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Liquidated Damages": "The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Warranty Duration": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer. Products not rejected within the foregoing time periods shall be deemed accepted by the Customer.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Insurance": "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.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Covenant Not To Sue": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Third Party Beneficiary": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Document Name": "Program Content License Agreement", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Parties": "Phoenix Satellite Television Company Limited", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Agreement Date": "November 24, 2009", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Effective Date": "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.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Expiration Date": "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.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Renewal Term": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Notice Period To Terminate Renewal": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Governing Law": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Most Favored Nation": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Compete": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Exclusivity": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Customers": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Competitive Restriction Exception": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Employees": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Disparagement": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Termination For Convenience": "8.2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Rofr/Rofo/Rofn": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Change Of Control": "one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Anti-Assignment": "Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Revenue/Profit Sharing": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Price Restrictions": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Minimum Commitment": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Volume Restriction": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Ip Ownership Assignment": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Joint Ip Ownership": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__License Grant": "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.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Transferable License": "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.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensor": "\"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.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensee": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Unlimited/All-You-Can-Eat-License": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Irrevocable Or Perpetual License": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Source Code Escrow": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Post-Termination Services": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Audit Rights": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Uncapped Liability": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Cap On Liability": "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).", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Liquidated Damages": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Warranty Duration": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Insurance": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Covenant Not To Sue": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Third Party Beneficiary": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": "UNIFORM INVESTCO LP", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": "February 20, 2020.", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": "February 20, 2020.", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Document Name": "ENDORSEMENT AGREEMENT", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Parties": "GENO AURIEMMA", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Agreement Date": "5/17/12", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Effective Date": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Expiration Date": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Renewal Term": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Notice Period To Terminate Renewal": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Most Favored Nation": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Compete": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__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;", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Customers": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Competitive Restriction Exception": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Employees": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Disparagement": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Termination For Convenience": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Rofr/Rofo/Rofn": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Change Of Control": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Anti-Assignment": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent. In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Revenue/Profit Sharing": "Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Price Restrictions": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Minimum Commitment": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Volume Restriction": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Ip Ownership Assignment": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Joint Ip Ownership": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__License Grant": "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;", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Transferable License": "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.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensor": "Auriemma will act as the spokesperson for Berkshire and its Affiliates.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensee": "Auriemma will act as the spokesperson for Berkshire and its Affiliates.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Irrevocable Or Perpetual License": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Source Code Escrow": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Post-Termination Services": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Audit Rights": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Uncapped Liability": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Cap On Liability": "The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Liquidated Damages": "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.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Warranty Duration": "Auriemma agrees that any use of the Auriemma Identification submitted for approval as provided herein will be deemed to have been approved by Auriemma if the same is not disapproved in writing within ten (10) business days after receipt", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Insurance": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Covenant Not To Sue": "Auriemma expressly agrees and undertakes that:", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Third Party Beneficiary": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Document Name": "JOINT VENTURE CONTRACT", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Parties": "Baoding Fengfan Group Limited Liability Company", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Agreement Date": "November 8, 2002.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Effective Date": "\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Expiration Date": "The Contract Term shall extend for a period of fifty (50) years.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Renewal Term": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Notice Period To Terminate Renewal": "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 this Contract and dissolve the Joint Venture Company.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Governing Law": "The formation, validity, interpretation and implementation of this Contract, and any disputes arising under this Contract, shall be governed by the published laws of the People's Republic of China.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Most Favored Nation": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Compete": "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.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Exclusivity": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Customers": "In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Competitive Restriction Exception": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Employees": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Disparagement": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Termination For Convenience": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Rofr/Rofo/Rofn": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Change Of Control": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Anti-Assignment": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Revenue/Profit Sharing": "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.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Price Restrictions": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Minimum Commitment": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Volume Restriction": "The sum Page 21 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.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Ip Ownership Assignment": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Joint Ip Ownership": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__License Grant": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Transferable License": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensor": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensee": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Unlimited/All-You-Can-Eat-License": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Irrevocable Or Perpetual License": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Source Code Escrow": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Post-Termination Services": "This Chapter 17 and the obligations and benefits hereunder shall survive the expiration or early termination of this Contract and shall remain in effect for the periods stated herein, notwithstanding the dissolution or liquidation of the Joint Venture Company.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Audit Rights": "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.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Uncapped Liability": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Cap On Liability": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Liquidated Damages": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Warranty Duration": "Party 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.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Insurance": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors. The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate. Article 95 The Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Covenant Not To Sue": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Third Party Beneficiary": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Document Name": "NON-COMPETITION AND NON-SOLICITATION AGREEMENT", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Parties": "Gulf Oil International Limited, a company incorporated in the Cayman Islands (\"Gulf International\"), and GOCL Corporation Limited,", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Agreement Date": "August 1, 2019", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Effective Date": "August 1, 2019", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Expiration Date": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Renewal Term": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Notice Period To Terminate Renewal": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Governing Law": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Most Favored Nation": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Compete": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Exclusivity": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Customers": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Competitive Restriction Exception": "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.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Employees": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. 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 3 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.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Disparagement": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Termination For Convenience": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Rofr/Rofo/Rofn": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Change Of Control": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Anti-Assignment": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Revenue/Profit Sharing": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Price Restrictions": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Minimum Commitment": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Volume Restriction": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Ip Ownership Assignment": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Joint Ip Ownership": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__License Grant": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Transferable License": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensor": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensee": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Irrevocable Or Perpetual License": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Source Code Escrow": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Post-Termination Services": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Audit Rights": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Uncapped Liability": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Cap On Liability": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Liquidated Damages": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Warranty Duration": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Insurance": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Covenant Not To Sue": "PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Third Party Beneficiary": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Document Name": "SPONSORSHIP AND SERVICES AGREEMENT", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Parties": "HOF Village, LLC, a Delaware limited liability company (\"HOFV\"), National Football Museum, Inc., d/b/a Pro Football Hall of Fame,", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Agreement Date": "19t h day of December, 2018,", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Effective Date": "19t h day of December, 2018,", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Expiration Date": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Renewal Term": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Notice Period To Terminate Renewal": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Most Favored Nation": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Compete": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Exclusivity": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Customers": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Competitive Restriction Exception": "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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Employees": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Disparagement": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party, or any team, person, performer or organization involved in events at the Village.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Termination For Convenience": "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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Rofr/Rofo/Rofn": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Change Of Control": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Anti-Assignment": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Revenue/Profit Sharing": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Price Restrictions": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Minimum Commitment": "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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Volume Restriction": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Ip Ownership Assignment": "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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Joint Ip Ownership": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__License Grant": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Transferable License": "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).", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensor": "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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensee": "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).", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Unlimited/All-You-Can-Eat-License": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Irrevocable Or Perpetual License": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Source Code Escrow": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Post-Termination Services": "On termination or expiration of this Agreement, 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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Audit Rights": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Uncapped Liability": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Cap On Liability": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Liquidated Damages": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Warranty Duration": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Insurance": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate. 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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Covenant Not To Sue": "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.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Third Party Beneficiary": "Except for the HOF Entity Indemnified Persons and Constellation Indemnified Persons, (i) this Agreement is intended only for the benefit of the Parties hereto, the affiliates of the HOF Entities and any successors, permitted assigns or substitutes as expressly provided for in this Agreement, (ii) no other person or entity is intended to be benefited in any way by this Agreement and (iii) this Agreement shall not be enforceable by any other person or entity.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties": "(\"SPI,\" and, together with the Company and Acquiror, collectively, the \"Parties\").", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "August 26, 2015", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "August 26, 2015", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "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].", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "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:", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "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:", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "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.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "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.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "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:", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "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.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "(b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "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.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], and (ii) the Indemnifying Party's [\u2026***\u2026] for [\u2026 ***\u2026] shall not [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026].", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Document Name": "GAS TRANSPORTATION AGREEMENT", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Parties": "\"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.\"", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Agreement Date": "1st day of November, 2002,", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Effective Date": "1st day of November, 2002,", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Expiration Date": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Renewal Term": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Notice Period To Terminate Renewal": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Governing Law": "THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Most Favored Nation": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Compete": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Exclusivity": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Customers": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Competitive Restriction Exception": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Employees": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Disparagement": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Termination For Convenience": "Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Rofr/Rofo/Rofn": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Change Of Control": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Anti-Assignment": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Revenue/Profit Sharing": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Price Restrictions": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Minimum Commitment": "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.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Volume Restriction": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Ip Ownership Assignment": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Joint Ip Ownership": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__License Grant": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Transferable License": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensor": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensee": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Irrevocable Or Perpetual License": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Source Code Escrow": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Post-Termination Services": "Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Audit Rights": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Uncapped Liability": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Cap On Liability": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1 described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Liquidated Damages": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Warranty Duration": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Insurance": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Covenant Not To Sue": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Third Party Beneficiary": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Document Name": "AGENCY AGREEMENT", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Parties": "Capital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006 Ladies and Gentlemen: AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association,", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Agreement Date": "____________, 1996", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Effective Date": "____________, 1996", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Expiration Date": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Renewal Term": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the -2- Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Governing Law": "This Agreement shall be construed in accordance with the laws of the District of Columbia.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Most Favored Nation": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Compete": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Exclusivity": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Customers": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Competitive Restriction Exception": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Employees": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Disparagement": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Termination For Convenience": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Change Of Control": "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.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Anti-Assignment": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Revenue/Profit Sharing": "Capital Resources shall receive the following compensation for its services hereunder: (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); (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.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Price Restrictions": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Minimum Commitment": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Volume Restriction": "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.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Ip Ownership Assignment": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Joint Ip Ownership": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__License Grant": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Transferable License": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensor": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensee": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Source Code Escrow": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Post-Termination Services": "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 -12- 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.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Audit Rights": "During the period during which the Company's common stock is registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Company will furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and changes in financial position or cash flow statement of the Company as at the end of and for such year, certified by independent public accountants and prepared in accordance with Regulation S-X under the 1934 Act).", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Uncapped Liability": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Cap On Liability": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Liquidated Damages": "In the event the closing does not occur, the Conversion is terminated or otherwise abandoned, or the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, Capital Resources shall be reimbursed for all reasonable legal fees and out-of-pocket expenses for rendering financial advice to the Association concerning the structure of the Conversion, preparing a market and financial analysis, performing due diligence and assisting in the preparation of the Application for Conversion and the Registration Statement, which shall be paid upon such termination, abandonment or amendment or within five days of such event.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Warranty Duration": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Insurance": "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.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Covenant Not To Sue": "The Company and the Association hereby jointly and severally covenant with Capital Resources as follows:", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Third Party Beneficiary": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Document Name": "PROMOTION AGREEMENT", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Parties": "SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Agreement Date": "May 31, 2019", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Effective Date": "May 31, 2019", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Expiration Date": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\").", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Renewal Term": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Notice Period To Terminate Renewal": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Governing Law": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Most Favored Nation": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Compete": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Exclusivity": "The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Customers": "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.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Competitive Restriction Exception": "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.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Employees": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Disparagement": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Termination For Convenience": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Rofr/Rofo/Rofn": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Change Of Control": "\"Change of Control\" means, with respect to either Party, [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Anti-Assignment": "Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Revenue/Profit Sharing": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Price Restrictions": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Minimum Commitment": "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.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Volume Restriction": "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.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Ip Ownership Assignment": "The inventors named in the SIGA Patents are, to SIGA's knowledge, all of the true inventors for such SIGA Patents and each of such inventors has assigned to SIGA or its Affiliates all of his or her right, title and interest to such SIGA Patents and the inventions described therein;", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Joint Ip Ownership": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__License Grant": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Transferable License": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensor": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensee": "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.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Unlimited/All-You-Can-Eat-License": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Irrevocable Or Perpetual License": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Source Code Escrow": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Post-Termination Services": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Audit Rights": "SIGA, 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.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Uncapped Liability": "NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Cap On Liability": "NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Liquidated Damages": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Warranty Duration": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Insurance": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. 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.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Covenant Not To Sue": "THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Third Party Beneficiary": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Document Name": "COOPERATION AGREEMENT", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Parties": "HPIL ENERGYTECH Inc. and GINARES GROUP AG", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Agreement Date": "5th day of January, 2015", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Effective Date": "January 5, 2015 Table of Contents 1. Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................ 2 3. Obligations Of The Parties........................................................................................................ 3 4. Confidentiality........................................................................................................................... 3 5. Relation Of The Parties............................................................................................................. 3 6. Closing....................................................................................................................................... 3 7. Representations, Warranties, And Covenants Of GINARES.................................................... 3 8. Representations, Warranties, And Covenants Of HPIL ET...................................................... 4 9. GINARES's Indemnity.............................................................................................................. 5 10. HPIL ET's Indemnity............................................................................................................... 5 11. Payment Of Expenses................................................................................................................ 5 12. Approval Of Counsel................................................................................................................. 5 13. Notices....................................................................................................................................... 6 14. Additional Undertakings............................................................................................................ 6 15. Compliance With The Foreign Corrupt Practices Act And Export Control And Antiboycott Laws........................................................................................................................................... 7 16. Arbitration.................................................................................................................................. 7 17. Governing Law.......................................................................................................................... 7 18. Binding Effect............................................................................................................................ 7 19. Counterparts............................................................................................................................... 7 20. No Reliance............................................................................................................................... 8 21. Early Termination...................................................................................................................... 8 22. Captions..................................................................................................................................... 8 23. Entire Agreement....................................................................................................................... 8 1 COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Expiration Date": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Renewal Term": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Governing Law": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Most Favored Nation": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Compete": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Exclusivity": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Disparagement": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Termination For Convenience": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Change Of Control": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Anti-Assignment": "The rights and obligations provided by this Agreement shall not be assignable by any Party.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Price Restrictions": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Minimum Commitment": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Volume Restriction": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__License Grant": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Transferable License": "The rights and obligations provided by this Agreement shall not be assignable by any Party.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Source Code Escrow": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Post-Termination Services": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Audit Rights": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Uncapped Liability": "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.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Cap On Liability": "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.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Liquidated Damages": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Warranty Duration": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Insurance": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Covenant Not To Sue": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Third Party Beneficiary": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Document Name": "LIMITED POWER OF ATTORNEY", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Parties": "\"Adviser\"),", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Agreement Date": "January 1, 2004,", 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"FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensor": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensee": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Unlimited/All-You-Can-Eat-License": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Irrevocable Or Perpetual License": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Source Code Escrow": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Post-Termination Services": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Audit Rights": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Uncapped Liability": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Cap On Liability": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Liquidated Damages": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Warranty Duration": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Insurance": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Covenant Not To Sue": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Third Party Beneficiary": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Document Name": "CORPORATE SPONSORSHIP AGREEMENT", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Parties": "Torvec", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Agreement Date": "May 18, 2010,", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Effective Date": "May 18, 2010,", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Expiration Date": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Renewal Term": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Governing Law": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Most Favored Nation": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Compete": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Exclusivity": "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;", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Disparagement": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Termination For Convenience": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Change Of Control": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Anti-Assignment": "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.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Price Restrictions": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Minimum Commitment": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Volume Restriction": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Joint Ip Ownership": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__License Grant": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Transferable License": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Source Code Escrow": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Post-Termination Services": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Audit Rights": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Uncapped Liability": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Cap On Liability": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Liquidated Damages": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Warranty Duration": "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.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Insurance": "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.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Covenant Not To Sue": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Third Party Beneficiary": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Document Name": "ENDORSEMENT AGREEMENT This Endorsement Agreement", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Parties": "(\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1119 West 1st Ave., STE G, Spokane, WA 99201 (collectively the \"Company\").", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Agreement Date": "October 30, 2017,", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Effective Date": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Expiration Date": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Renewal Term": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Notice Period To Terminate Renewal": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Governing Law": "This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Most Favored Nation": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Compete": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Exclusivity": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Customers": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Competitive Restriction Exception": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Employees": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Disparagement": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Termination For Convenience": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Rofr/Rofo/Rofn": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Change Of Control": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Anti-Assignment": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Revenue/Profit Sharing": "C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Price Restrictions": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Minimum Commitment": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. 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.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Volume Restriction": "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)", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Ip Ownership Assignment": "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.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Joint Ip Ownership": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__License Grant": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Transferable License": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensor": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensee": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "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)", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Irrevocable Or Perpetual License": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Source Code Escrow": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Post-Termination Services": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Audit Rights": "The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Uncapped Liability": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. 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.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Cap On Liability": "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.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Liquidated Damages": "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.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Warranty Duration": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Insurance": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Covenant Not To Sue": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Third Party Beneficiary": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Document Name": "ENDORSEMENT AGREEMENT", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Parties": "\"Company\"),", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Agreement Date": "13th day of October, 1999", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Effective Date": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Expiration Date": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Renewal Term": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Governing Law": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Most Favored Nation": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Compete": "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.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Exclusivity": "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.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "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.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Disparagement": "The Professional shall at all times during the Term refrain from:", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Termination For Convenience": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Change Of Control": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Anti-Assignment": "Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. 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.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Price Restrictions": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Minimum Commitment": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products, including but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Volume Restriction": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__License Grant": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Transferable License": "The Options shall not be assigned, transferred or alienated by the Professional.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "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.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "This Agreement is not assignable by the Professional but is assignable by the Company to any affiliate or successor entity.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Source Code Escrow": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Post-Termination Services": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Audit Rights": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Uncapped Liability": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Cap On Liability": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Liquidated Damages": "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.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Warranty Duration": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Insurance": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "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.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Document Name": "ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Parties": "ScanSource, Inc.,", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Agreement Date": "4th day of February 2019", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Effective Date": "4th day of February 2019", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Expiration Date": "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.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Renewal Term": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Notice Period To Terminate Renewal": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Governing Law": "The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Most Favored Nation": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Compete": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Exclusivity": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Customers": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Competitive Restriction Exception": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Employees": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Disparagement": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Termination For Convenience": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Rofr/Rofo/Rofn": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Change Of Control": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Anti-Assignment": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Revenue/Profit Sharing": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Price Restrictions": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Minimum Commitment": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Volume Restriction": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Ip Ownership Assignment": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Joint Ip Ownership": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__License Grant": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Transferable License": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensor": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensee": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Unlimited/All-You-Can-Eat-License": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Irrevocable Or Perpetual License": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Source Code Escrow": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Post-Termination Services": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Audit Rights": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Uncapped Liability": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Cap On Liability": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Liquidated Damages": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Warranty Duration": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Insurance": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Covenant Not To Sue": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Third Party Beneficiary": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Document Name": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Parties": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Agreement Date": "this ______ day of ______________, 2015.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Effective Date": "______ day of ______________, 2015.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Expiration Date": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Renewal Term": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Notice Period To Terminate Renewal": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Governing Law": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Most Favored Nation": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Compete": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Exclusivity": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Customers": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Competitive Restriction Exception": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Employees": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Disparagement": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Termination For Convenience": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Rofr/Rofo/Rofn": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Change Of Control": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Anti-Assignment": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Revenue/Profit Sharing": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Price Restrictions": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Minimum Commitment": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Volume Restriction": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Ip Ownership Assignment": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Joint Ip Ownership": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__License Grant": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Transferable License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensor": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensee": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Unlimited/All-You-Can-Eat-License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Irrevocable Or Perpetual License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Source Code Escrow": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Post-Termination Services": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Audit Rights": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Uncapped Liability": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Cap On Liability": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Liquidated Damages": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Warranty Duration": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Insurance": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Covenant Not To Sue": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Third Party Beneficiary": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Document Name": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Parties": "(\"Provider\")", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Agreement Date": "12th day of May 2003", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Effective Date": "12th day of May 2003 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\"). Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service. Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers. 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. Be it agreed on this day that the following agreement will govern the relationship between our two companies. 1 TERM This agreement shall be for a term of five years from the date of this document.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Expiration Date": "This agreement shall be for a term of five years from the date of this document.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Renewal Term": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Notice Period To Terminate Renewal": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Governing Law": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Most Favored Nation": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Compete": "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", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Exclusivity": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Customers": "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", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Competitive Restriction Exception": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Employees": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Disparagement": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Termination For Convenience": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Rofr/Rofo/Rofn": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Change Of Control": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Anti-Assignment": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Revenue/Profit Sharing": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Price Restrictions": "Provider represents that these fees normally are charged to the customer according to the following schedule: $299.00 one time start-up and developmental fee due at contract signing $29.95 monthly maintenance and service fee 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.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Minimum Commitment": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Volume Restriction": "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.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Ip Ownership Assignment": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Joint Ip Ownership": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__License Grant": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Transferable License": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensor": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensee": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Irrevocable Or Perpetual License": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Source Code Escrow": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Post-Termination Services": "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", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Audit Rights": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Uncapped Liability": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Cap On Liability": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Liquidated Damages": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Warranty Duration": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Insurance": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Covenant Not To Sue": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Third Party Beneficiary": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Parties": "Clarus IV-A, L.P.,", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Agreement Date": "14t h day of February 2020.", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Effective Date": "14t h day of February 2020.", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Expiration Date": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Renewal Term": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Governing Law": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Most Favored Nation": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Compete": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Exclusivity": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Disparagement": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Termination For Convenience": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Change Of Control": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Anti-Assignment": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Price Restrictions": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Minimum Commitment": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Volume Restriction": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Joint Ip Ownership": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__License Grant": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Transferable License": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Source Code Escrow": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Post-Termination Services": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Audit Rights": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Uncapped Liability": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Cap On Liability": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Liquidated Damages": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Warranty Duration": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Insurance": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Document Name": "AMENDED AND RESTATED REMARKETING AGREEMENT", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Parties": "\"Company\"),", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Agreement Date": "February 15, 2011", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Effective Date": "February 15, 2011", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Expiration Date": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Renewal Term": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Notice Period To Terminate Renewal": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Governing Law": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Most Favored Nation": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Compete": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Exclusivity": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__No-Solicit Of Customers": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Competitive Restriction Exception": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__No-Solicit Of Employees": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Disparagement": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Termination For Convenience": "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.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Rofr/Rofo/Rofn": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Change Of Control": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Anti-Assignment": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Revenue/Profit Sharing": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Price Restrictions": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Minimum Commitment": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to: (i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Volume Restriction": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Ip Ownership Assignment": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Joint Ip Ownership": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__License Grant": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Transferable License": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Affiliate License-Licensor": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Affiliate License-Licensee": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Irrevocable Or Perpetual License": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Source Code Escrow": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Post-Termination Services": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Audit Rights": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Uncapped Liability": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Cap On Liability": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Liquidated Damages": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Warranty Duration": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__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.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Covenant Not To Sue": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Third Party Beneficiary": "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.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Document Name": "Co-Branding Agreement", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Parties": "PaperExchange.com, LLC,", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Agreement Date": "September 30, 1999", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Effective Date": "September 30, 1999", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Expiration Date": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Renewal Term": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Notice Period To Terminate Renewal": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Governing Law": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Most Favored Nation": "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.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Compete": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor. 4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Exclusivity": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Customers": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Competitive Restriction Exception": "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.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Employees": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Disparagement": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Termination For Convenience": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Rofr/Rofo/Rofn": "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", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Change Of Control": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Anti-Assignment": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Revenue/Profit Sharing": "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", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Price Restrictions": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Minimum Commitment": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Volume Restriction": "PaperExchange may 5 reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Ip Ownership Assignment": "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", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Joint Ip Ownership": "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", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__License Grant": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Transferable License": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensor": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensee": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "PaperExchange may 5 reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Irrevocable Or Perpetual License": "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. 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.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Source Code Escrow": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Post-Termination Services": "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", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Audit Rights": "payment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. 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.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Uncapped Liability": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Cap On Liability": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Liquidated Damages": "(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", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Warranty Duration": "Duration* The default for this field is 7 days.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Insurance": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Covenant Not To Sue": "In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Third Party Beneficiary": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Document Name": "BIOPURE CORPORATION AGENCY AGREEMENT", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Parties": "\"Agent\").", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Agreement Date": "March 29, 1999,", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Effective Date": "January 5, 1999", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Expiration Date": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Renewal Term": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Governing Law": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Most Favored Nation": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Compete": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Exclusivity": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Customers": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Competitive Restriction Exception": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Employees": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Disparagement": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Termination For Convenience": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Change Of Control": "In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Anti-Assignment": "Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Revenue/Profit Sharing": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Price Restrictions": "The Company will give the Agent at least ten (10) days prior written notice of any price change.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Minimum Commitment": "All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags).", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Volume Restriction": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Ip Ownership Assignment": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Joint Ip Ownership": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Transferable License": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensor": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensee": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Source Code Escrow": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Post-Termination Services": "Upon the termination of this Agreement for any reason: (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; (b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3; (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Audit Rights": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Uncapped Liability": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Cap On Liability": "In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Liquidated Damages": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Warranty Duration": "The Company hereby warrants that all Products sold to the 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.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Insurance": "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.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Covenant Not To Sue": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Third Party Beneficiary": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Document Name": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Parties": "MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour. [*]. MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\",", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Agreement Date": "March 1, 1998", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Effective Date": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Expiration Date": "The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Renewal Term": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Governing Law": "This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Most Favored Nation": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Compete": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Exclusivity": "THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Customers": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Competitive Restriction Exception": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Employees": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Disparagement": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Termination For Convenience": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Change Of Control": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Anti-Assignment": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Revenue/Profit Sharing": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Price Restrictions": "All charges are subject to change by MMMW for the forthcoming period capped at the CPI annually, on thirty days written notice.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Minimum Commitment": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Volume Restriction": "Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Ip Ownership Assignment": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Joint Ip Ownership": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__License Grant": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Transferable License": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensor": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensee": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Source Code Escrow": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Post-Termination Services": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Audit Rights": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Uncapped Liability": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages. (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.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Cap On Liability": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages. (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.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Liquidated Damages": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Warranty Duration": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Insurance": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Covenant Not To Sue": "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.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Third Party Beneficiary": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Document Name": "Cooperation Agreement 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", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Parties": "Party A: People's Government of Fenyi County Party B:", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Agreement Date": "June 25, 2014", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Effective Date": "June 25, 2014", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Expiration Date": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Renewal Term": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Notice Period To Terminate Renewal": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Governing Law": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Most Favored Nation": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Compete": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Exclusivity": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Customers": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Competitive Restriction Exception": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Employees": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Disparagement": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Termination For Convenience": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Rofr/Rofo/Rofn": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Change Of Control": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Anti-Assignment": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Revenue/Profit Sharing": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Price Restrictions": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Minimum Commitment": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Volume Restriction": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Ip Ownership Assignment": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Joint Ip Ownership": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__License Grant": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Transferable License": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensor": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensee": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Unlimited/All-You-Can-Eat-License": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Irrevocable Or Perpetual License": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Source Code Escrow": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Post-Termination Services": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Audit Rights": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Uncapped Liability": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Cap On Liability": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Liquidated Damages": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Warranty Duration": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Insurance": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Covenant Not To Sue": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Third Party Beneficiary": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Document Name": "MASTER FRANCHISE AGREEMENT AGREEMENT", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Parties": "(\"we\", \"us\" or \"our\"),", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Agreement Date": "_____ day of __________________, 2015", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Effective Date": "_____ day of __________________, 2015", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Expiration Date": "The initial term of this Agreement shall commence upon the Effective Date and shall expire ten (10) years from the Effective Date, unless sooner terminated under the terms of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Renewal Term": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Notice Period To Terminate Renewal": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Governing Law": "This Agreement shall be interpreted and construed under the laws of the State of New York.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Most Favored Nation": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Compete": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Exclusivity": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Customers": "Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Competitive Restriction Exception": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Employees": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Disparagement": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Termination For Convenience": "We may implement and periodically modify System standards relating to the System Website and, at our option, may discontinue the System Website, or any services offered through the System Website, at any time.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Rofr/Rofo/Rofn": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Change Of Control": "You shall be in default under this Agreement, and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon receipt of notice by you upon the occurrence of any of the following events: 10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory. 10.2.2 If you (or an officer or director of or a shareholder in you, if you are a corporation, or a general or limited partner of you, if you are a partnership, or a member, if you are a limited liability company) are convicted of a felony, a crime involving moral turpitude, a crime against a child, or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill associated therewith, or our interest therein. 10.2.3 If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Anti-Assignment": "Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Revenue/Profit Sharing": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Price Restrictions": "Fees and Royalties cannot be increased or decreased without our prior written consent.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Minimum Commitment": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Volume Restriction": "We will provide you or one of your principals and up to five (5) additional persons with a comprehensive initial training program and additional training programs from time to time.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Ip Ownership Assignment": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Joint Ip Ownership": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__License Grant": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Transferable License": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensor": "The right and license of the Proprietary Marks granted under this Agreement to you is non-exclusive, and we and our affiliates have and retain the rights described in Section 1.3 of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensee": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Unlimited/All-You-Can-Eat-License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Irrevocable Or Perpetual License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Source Code Escrow": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Post-Termination Services": "In the event this Agreement is terminated or expires prior to the end of the term of this Agreement, those portions of this Agreement which pertain to and apply to any Unit Franchise Agreement will continue in full force and effect, but only with regard to those Unit Franchise Agreements which have been entered into and were in effect prior to the date of termination or expiration of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Audit Rights": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Uncapped Liability": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Cap On Liability": "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.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Liquidated Damages": "You shall pay us a renewal fee in the sum of Ten Thousand Dollars ($10,000) for the right to renew this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Warranty Duration": "If we do not disapprove the proposed Solicitation Advertising materials within fifteen (15) days after receipt of the same, you may use the proposed Solicitation Advertising materials as submitted to us; provided, however, that if such Solicitation Advertising is required to be submitted to a government agency, you shall so submit such materials to the applicable government agency and shall not use such materials until the materials are approved or disapproved or if the use of the materials otherwise become permissible under law, such as if notice of disapproval is not received from a governmental agency within a stated period of time prescribed by law.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Insurance": "During the term of this Agreement, you shall maintain in force under policies of insurance issued by licensed insurers approved by us insurance coverage as we from time to time require. You must maintain insurance related to your operation of the Franchised Business.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Covenant Not To Sue": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Third Party Beneficiary": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Document Name": "PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Parties": "INTEGRITY INCORPORATED", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Agreement Date": "10th day of January 2000,", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Effective Date": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\").", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Expiration Date": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\").", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Renewal Term": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Notice Period To Terminate Renewal": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Governing Law": "This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Most Favored Nation": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Compete": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Exclusivity": "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.)", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Customers": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Competitive Restriction Exception": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Employees": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Disparagement": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Termination For Convenience": "In the event of such an Source: INTEGRITY MEDIA INC, 10-K405, 3/29/2001 assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Rofr/Rofo/Rofn": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Change Of Control": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Anti-Assignment": "In the event of such an Source: INTEGRITY MEDIA INC, 10-K405, 3/29/2001 assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Revenue/Profit Sharing": "On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Price Restrictions": "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.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Minimum Commitment": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Volume Restriction": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Ip Ownership Assignment": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Joint Ip Ownership": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__License Grant": "Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Transferable License": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensor": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensee": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Irrevocable Or Perpetual License": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Source Code Escrow": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Post-Termination Services": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Audit Rights": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Uncapped Liability": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Cap On Liability": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Liquidated Damages": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Warranty Duration": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Insurance": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Covenant Not To Sue": "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.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Third Party Beneficiary": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Document Name": "Content and License Agreement", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Parties": "Oceanic Time Warner Cable and Watchit Media", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Agreement Date": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Effective Date": "September 1, 2006, August 31, 2007", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Expiration Date": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Renewal Term": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Notice Period To Terminate Renewal": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Governing Law": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Most Favored Nation": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Compete": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Exclusivity": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Customers": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Competitive Restriction Exception": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Employees": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Disparagement": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Termination For Convenience": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Rofr/Rofo/Rofn": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Change Of Control": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Anti-Assignment": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Revenue/Profit Sharing": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Price Restrictions": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Minimum Commitment": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Volume Restriction": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Ip Ownership Assignment": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Joint Ip Ownership": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__License Grant": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Transferable License": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensor": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensee": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Unlimited/All-You-Can-Eat-License": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Irrevocable Or Perpetual License": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Source Code Escrow": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Post-Termination Services": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Audit Rights": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Uncapped Liability": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Cap On Liability": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Liquidated Damages": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Warranty Duration": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Insurance": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Covenant Not To Sue": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Third Party Beneficiary": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Document Name": "RESELLER AGREEMENT", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Parties": "MediaNet Group Technologies, Inc.,", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Agreement Date": "19 day of March, 2004", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Effective Date": "19 day of March, 2004", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Expiration Date": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Renewal Term": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Notice Period To Terminate Renewal": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Governing Law": "The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Most Favored Nation": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Compete": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Exclusivity": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Customers": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Competitive Restriction Exception": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Employees": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Disparagement": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Termination For Convenience": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Rofr/Rofo/Rofn": "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. 4. The Reseller will then have 5 months to bring the registered prospect to contract.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Change Of Control": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Anti-Assignment": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Revenue/Profit Sharing": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Price Restrictions": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Minimum Commitment": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Volume Restriction": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Ip Ownership Assignment": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Joint Ip Ownership": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__License Grant": "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.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Transferable License": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensor": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensee": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Irrevocable Or Perpetual License": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Source Code Escrow": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Post-Termination Services": "Upon the expiration or termination of this Agreement: 10.1 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. 10.2 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.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Audit Rights": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Uncapped Liability": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Cap On Liability": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Liquidated Damages": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Warranty Duration": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Insurance": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Covenant Not To Sue": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Third Party Beneficiary": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Parties": "PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Agreement Date": "August 28, 2009 TABLE OF CONTENTS i Page 1. Definitions 1 1.1 IP Agreement 2 1.2 Asset Purchase Agreement 2 1.3 Effective Date 2 1.4 Licensed Patent(s) 2 1.5 Transferred Patent(s) 3 2. Assignment 3 3. Licenses 3 3.1 Grant by SONY 3 3.2 Grant Back by PURCHASER 4 3.3 No Implied License or Other Assignment 4 3.4 No Sublicense Rights 4 4. Each Party's Sole Right to the Intellectual Property 4 5. Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks 5 5.3 Packaging 5 5.4 No Affiliation 6 5.5 JTAG / Mask Works 6 6. Payment 6 7. Term and Termination 7 7.1 Term 7 7.2 Termination 7 7.3 Insolvency 7 7.4 Continuing Obligations 8 8. Representations and Warranties 8 8.1 Power and Authority 8 8.2 Essential Patents 8 8.3 Ownership 8 8.4 Validity and Enforceability 8 8.5 Sufficiency 9 8.6 Non-infringement by the Business 9 8.7 Infringement by a Third Party 10 8.8 Intellectual Property Development 10 TABLE OF CONTENTS (continued) ii Page 8.9 Material Intellectual Property Agreements 11 8.10 Royalties 11 8.11 No Loss of Rights 12 8.12 Transferability 12 8.13 No SRAM Product Warranty Issues 12 8.14 Disclaimer 12 9. Miscellaneous 13 9.1 Notices 13 9.2 Expenses 14 9.3 Successors and Assigns 14 9.4 Waiver 15 9.5 Entire Agreement 15 9.6 Amendments and Supplements 15 9.7 Rights of Third Parties 15 9.8 Further Assurances 16 9.9 Applicable Law 16 9.10 Execution in Counterparts 16 9.11 Titles and Headings 16 9.12 Invalid Provisions 16 9.13 Transfer Taxes 17 9.14 Attorneys' Fees 17 INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of August 28, 2009", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Effective Date": "The term \"Effective Date\" means the Closing Date.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Expiration Date": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Renewal Term": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Notice Period To Terminate Renewal": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Governing Law": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Most Favored Nation": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Compete": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Exclusivity": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Customers": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Competitive Restriction Exception": "Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Employees": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Disparagement": "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.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Termination For Convenience": "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.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Rofr/Rofo/Rofn": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Change Of Control": "other Party with notice of the transfer or assignment.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Anti-Assignment": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. 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 other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Revenue/Profit Sharing": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Price Restrictions": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Minimum Commitment": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Volume Restriction": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Ip Ownership Assignment": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Joint Ip Ownership": "No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__License Grant": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Transferable License": "No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensor": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensee": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Unlimited/All-You-Can-Eat-License": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Irrevocable Or Perpetual License": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Source Code Escrow": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Post-Termination Services": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Audit Rights": "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.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Uncapped Liability": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Cap On Liability": "NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Liquidated Damages": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Warranty Duration": "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.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Insurance": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Covenant Not To Sue": "Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Third Party Beneficiary": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Document Name": "ENDORSEMENT LICENSING AND CO-BRANDING AGREEMENT", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Parties": "(\"Lender\"), for services of Arnold Schwarzenegger", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Agreement Date": "July 26, 2013", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Effective Date": "July 26, 2013", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Expiration Date": "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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Renewal Term": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the renewal Term shall be as set forth in Section 7 and Exhibit \"C\" Section (3) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the Second Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 in each Contract Year of the Second Additional Term (subject to Section 12(b) of this Agreement).", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Notice Period To Terminate Renewal": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Governing Law": "This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Most Favored Nation": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Compete": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Exclusivity": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Customers": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Competitive Restriction Exception": "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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Employees": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Disparagement": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Termination For Convenience": "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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Rofr/Rofo/Rofn": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Change Of Control": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Anti-Assignment": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Revenue/Profit Sharing": "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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Price Restrictions": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Minimum Commitment": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Volume Restriction": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Ip Ownership Assignment": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Joint Ip Ownership": "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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__License Grant": "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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Transferable License": "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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensor": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensee": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Irrevocable Or Perpetual License": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Source Code Escrow": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Post-Termination Services": "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\").", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Audit Rights": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm. 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.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Uncapped Liability": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Cap On Liability": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Liquidated Damages": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Warranty Duration": "The AS Parties shall respond to any such approval request within ten (10) business days. To the extent that the AS Parties shall fail to respond within such ten (10 day) period, the submissions shall be deemed disapproved. Should MusclePharm desire to submit the same request for approval, the AS Parties shall respond within five (5) days detailing the reason for disapproval. Should the AS Parties fail to respond in this last Five (5) business day period, submission shall be deemed approved. In addition, MusclePharm shall send, at its expense, at a minimum, two (2) representative samples of each Licensed Products, at each of the concept, pre-production and production stages, to the AS Parties at the address set forth in Section 20 below for prior approval. During the Term, MusclePharm will also send two (2) representative samples of the Licensed Products to the AS Parties at the address set forth in Section 20 below upon request so that the AS Parties can determine whether the quality of the Licensed Products bearing the Endorser IP is being maintained.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Insurance": "MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Covenant Not To Sue": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Third Party Beneficiary": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Document Name": "Master Service Agreement", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Parties": "CRO Consulting (Pty) Limited,", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Agreement Date": "May 25th, 2018", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Effective Date": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Expiration Date": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Renewal Term": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Notice Period To Terminate Renewal": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Governing Law": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Most Favored Nation": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Compete": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Exclusivity": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Customers": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Competitive Restriction Exception": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Employees": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Disparagement": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Termination For Convenience": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Rofr/Rofo/Rofn": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Change Of Control": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Anti-Assignment": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Revenue/Profit Sharing": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Price Restrictions": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Minimum Commitment": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Volume Restriction": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Ip Ownership Assignment": "(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;", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Joint Ip Ownership": "(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;", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__License Grant": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Transferable License": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensor": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensee": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Unlimited/All-You-Can-Eat-License": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Irrevocable Or Perpetual License": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Source Code Escrow": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Post-Termination Services": "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.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Audit Rights": "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.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Uncapped Liability": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Cap On Liability": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 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.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Liquidated Damages": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Warranty Duration": "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.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Insurance": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Covenant Not To Sue": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Third Party Beneficiary": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Document Name": "Consulting Agreement", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Parties": "(\"Company\"), a Nevada corporation, and TruckThat LLC", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Agreement Date": "May 1, 2019", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Effective Date": "May 1, 2019", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Expiration Date": "The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Renewal Term": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Governing Law": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Most Favored Nation": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Compete": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Exclusivity": "Consultant 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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Customers": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Competitive Restriction Exception": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Employees": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Disparagement": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Termination For Convenience": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Change Of Control": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Anti-Assignment": "Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Revenue/Profit Sharing": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Price Restrictions": "The Company shall pay Consultant a flat fee consulting rate of $18,000 per month.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Minimum Commitment": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Volume Restriction": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Ip Ownership Assignment": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Joint Ip Ownership": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__License Grant": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Transferable License": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensor": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensee": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Source Code Escrow": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Post-Termination Services": "Consultant agrees 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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Audit Rights": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Uncapped 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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Cap On Liability": "IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Liquidated Damages": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Warranty Duration": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Insurance": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Covenant Not To Sue": "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.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Third Party Beneficiary": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Document Name": "SPONSORSHIP AND DEVELOPMENT AGREEMENT", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Parties": "(\"TDA\")", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Agreement Date": "August 6, 2004", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Effective Date": "August 6, 2004", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Expiration Date": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Renewal Term": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Notice Period To Terminate Renewal": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Governing Law": "This Agreement 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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Most Favored Nation": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Compete": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Exclusivity": "(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products;", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Customers": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Competitive Restriction Exception": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products. 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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Employees": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Disparagement": "Smith will not authorize or release advertising matter or publicity nor give interviews which make reference to the details of the material terms of this Agreement, without TDA's prior written approval, although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Termination For Convenience": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Rofr/Rofo/Rofn": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Change Of Control": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Anti-Assignment": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to 5 an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Revenue/Profit Sharing": "TDA agrees to pay Smith, as a consideration for the Rights and Services. 1) 25,000 Restricted common shares of TDA, a. As of the date of this agreement, Company has sold stock at $2.50/share. b. Par Value is $.0001 per share. 2) 25% royalty of net TDA net sales price.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Price Restrictions": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Minimum Commitment": "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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Volume Restriction": "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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Ip Ownership Assignment": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Joint Ip Ownership": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__License Grant": "(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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Transferable License": "(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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensor": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensee": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "Without limiting the foregoing, TDA shall, during the Term (and, Subject to the limitations and conditions on the Rights as set forth in this Agreement, thereafter) have the full and complete right to revise, telecast, broadcast, use, distribute, reproduce, record, publish, print, license, copyright and exhibit the contents of any Results and Proceeds, the Golf Instruction Related Products and any Advertising Materials and any versions or revisions thereof and, in TDA's sole discretion, the Results and Proceeds, the Golf Instruction Related Products and Advertising Materials may be make by any process, instrumentation or device now known or hereafter developed and may be made or adapted for use in any and all media now known or hereafter developed (although it is acknowledged and agreed by TDA that multi-media usage (except, of course, as incorporated into TDA's Golf Instruction Related Products) shall be strictly limited to advertising) provided that any and all such uses are directly related to the marketing, development and sale of TDA's Golf Instruction Related Products.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Irrevocable Or Perpetual License": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Source Code Escrow": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Post-Termination Services": "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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Audit Rights": "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.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Uncapped Liability": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Cap On Liability": "Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Liquidated Damages": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Warranty Duration": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Insurance": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Covenant Not To Sue": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Third Party Beneficiary": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Document Name": "Global Master Supply Agreement", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Parties": "(\"Buyer\"),", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Agreement Date": "January 10, 2020", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Effective Date": "January 10, 2020", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Expiration Date": "December 31, 2023", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Renewal Term": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Governing Law": "This Agreement between EM and Buyer shall be governed by the laws of Belgium (excluding its rules on conflict of laws).", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Most Favored Nation": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Compete": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Exclusivity": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Customers": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Competitive Restriction Exception": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Employees": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Disparagement": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Termination For Convenience": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Change Of Control": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Anti-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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Revenue/Profit Sharing": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Price Restrictions": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Minimum Commitment": "Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Volume Restriction": "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;", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Ip Ownership Assignment": "Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Joint Ip Ownership": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__License Grant": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Transferable License": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensor": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensee": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Source Code Escrow": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Post-Termination Services": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Audit Rights": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Uncapped Liability": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Cap On Liability": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made. Defective or nonconforming Product shall be replaced by Seller without additional charge, or in lieu thereof, at Seller's option, Seller may refund the purchase price upon return of such Product at Seller's expense and such refund or replacement shall constitute Buyer's sole and exclusive remedy. NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Liquidated Damages": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Warranty Duration": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Insurance": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Covenant Not To Sue": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Third Party Beneficiary": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Document Name": "CONSULTING AGREEMENT", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Parties": "\"Company\"),", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Agreement Date": "27t h day of March, 2017", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Effective Date": "27t h day of March, 2017", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Expiration Date": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Renewal Term": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Most Favored Nation": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Compete": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Exclusivity": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Customers": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Competitive Restriction Exception": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Employees": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Disparagement": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Termination For Convenience": "The Company may terminate the Consultation Period at any time for Cause (as defined below). 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.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Change Of Control": "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.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Anti-Assignment": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. 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.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Revenue/Profit Sharing": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Price Restrictions": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Minimum Commitment": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Volume Restriction": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Ip Ownership Assignment": "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.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Joint Ip Ownership": "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.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__License Grant": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Transferable License": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensor": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensee": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Source Code Escrow": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Post-Termination Services": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Audit Rights": "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.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Uncapped Liability": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Cap On Liability": "Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Liquidated Damages": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Warranty Duration": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Insurance": "The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Covenant Not To Sue": "The Consultant also hereby waives all claims to moral rights in any Inventions.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Third Party Beneficiary": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Document Name": "CELEBRITY ENDORSEMENT AGREEMENT", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Parties": "Bizzingo, Inc., a Nevada corporation with offices at 63 Main Street, Suite 202, Flemington, NJ 08822 (\"Bizzingo\") and Joseph Theismann,", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Agreement Date": "March 14, 2012", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Effective Date": "March 1, 2012", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Expiration Date": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Renewal Term": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Notice Period To Terminate Renewal": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Governing Law": "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.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Most Favored Nation": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Compete": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Exclusivity": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Customers": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Competitive Restriction Exception": "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.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Employees": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Disparagement": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following:", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Termination For Convenience": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Rofr/Rofo/Rofn": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Change Of Control": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Anti-Assignment": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Revenue/Profit Sharing": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\").", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Price Restrictions": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Minimum Commitment": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Volume Restriction": "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, 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.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Ip Ownership Assignment": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Joint Ip Ownership": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__License Grant": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Transferable License": "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.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensor": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensee": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Irrevocable Or Perpetual License": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Source Code Escrow": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Post-Termination Services": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Audit Rights": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Uncapped Liability": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Cap On Liability": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Liquidated Damages": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Warranty Duration": "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.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Insurance": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Covenant Not To Sue": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Third Party Beneficiary": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Parties": "(\"PLIC\" and, together with PHLVIC, \"PHL Variable\"), PHOENIX EQUITY PLANNING CORPORATION (\"PEPCO\" and, together with PHLVIC and PLIC, the \"PHL Parties\"), and INVESTORS CAPITAL CORPORATION (\"ICC\").", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "the date on which the Registration Statement is declared effective by the SEC (the \"Effective Date\"),", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "Effective Date. The date set forth in the introductory paragraph of this Agreement.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "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:", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "Licensee shall not, during the term of this Agreement, or thereafter:", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "products or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "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", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "(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;", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "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: 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.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "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:", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the case may be, for any reason.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__License Grant": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "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", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Insurance": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "Licensee shall not, during the term of this Agreement, or thereafter:", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "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.", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": "AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": "July 6, 2020.", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": "July 6, 2020.", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Document Name": "SUPPLY AGREEMENT", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Parties": "\"Customer\")", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Agreement Date": "July 31, 2017", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Effective Date": "July 31, 2017", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Expiration Date": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Renewal Term": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Governing Law": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Most Favored Nation": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Compete": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Exclusivity": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Customers": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Competitive Restriction Exception": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Employees": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Disparagement": "(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;", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Termination For Convenience": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Change Of Control": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Revenue/Profit Sharing": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Price Restrictions": "Prices are firm and fixed for the Term and shall include all costs for work performed, Delivery according to this Agreement and packaging as set forth in clause 5.3 above.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Minimum Commitment": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Volume Restriction": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Ip Ownership Assignment": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Joint Ip Ownership": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__License Grant": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Transferable License": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensor": "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.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensee": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "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.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Source Code Escrow": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Post-Termination Services": "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.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Audit Rights": "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.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Uncapped Liability": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Cap On Liability": "The limitations and exclusions set forth above in this clause 10 shall apply to the fullest extent permitted by applicable Law.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Liquidated Damages": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Warranty Duration": "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].", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Insurance": "Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Covenant Not To Sue": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Third Party Beneficiary": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Document Name": "OUTSOURCING AGREEMENT", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Parties": "Tri City National Bank", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Agreement Date": "16th day of February, 1998,", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Effective Date": "\"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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Expiration Date": "\"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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Renewal Term": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Notice Period To Terminate Renewal": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Governing Law": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Most Favored Nation": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Compete": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Exclusivity": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Customers": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Competitive Restriction Exception": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Employees": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Disparagement": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Termination For Convenience": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Rofr/Rofo/Rofn": "Customer agrees that M&I will have the opportunity to bid on and be considered for all software development, maintenance and other technology projects related to the Services that Customer wishes to implement.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Change Of Control": "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%.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Revenue/Profit Sharing": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Price Restrictions": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Minimum Commitment": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Volume Restriction": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Ip Ownership Assignment": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Joint Ip Ownership": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__License Grant": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events: A. M&I ceases to do business or refuses to provide the Services to Customer; or B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Transferable License": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events: A. M&I ceases to do business or refuses to provide the Services to Customer; or B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensor": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensee": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Irrevocable Or Perpetual License": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Source Code Escrow": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\").", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Post-Termination Services": "Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\").", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Audit Rights": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Uncapped Liability": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Cap On Liability": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Liquidated Damages": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Warranty Duration": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Insurance": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Covenant Not To Sue": "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.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Third Party Beneficiary": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Document Name": "COOPERATION AGREEMENT", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Parties": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC,", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "May 13, 2020,", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date": "May 13, 2020,", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "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.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "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.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Document Name": "SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Parties": "The Scotts Company LLC", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Agreement Date": "August 31, 2017", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Effective Date": "\"Effective Date\" means September 30, 1998.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Expiration Date": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Renewal Term": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Governing Law": "The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Most Favored Nation": "\"Roundup Superior Offer\" means a bona fide written offer with respect to a Roundup Sale, which the board of directors of Monsanto (or its authorized delegates) determines (i) is more favorable, taking into account all relevant legal, financial and regulatory aspects, to Monsanto's stockholders than the transactions contemplated by the most recent proposal made by the Agent with respect to a Roundup Sale, taking into account the contents of all information and documentation delivered in connection with such proposal; provided, that, in determining whether the price terms of such bona fide written offer are more favorable, the board of directors of Monsanto (or its authorized delegates) may not discount the Agent's most recent proposal as a result of the fact that the Termination Fee is an offset or credit against the total purchase price; (ii) the failure of the board of directors of Monsanto (or its authorized delegates) to approve or recommend such offer would be inconsistent with its fiduciary duties under applicable law; (iii) the financing for which is fully committed or reasonably likely to be obtained; and (iv) is reasonably expected to be consummated on a timely basis.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Compete": "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.\"", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Exclusivity": "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.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Customers": "In the event of a termination of this Agreement by Monsanto pursuant to Section 10.4(a)(2) hereof, or by the Agent pursuant to Section 10.6(c)(1) hereof, then notwithstanding the provisions of Section 6.13 hereof, either party may, no earlier than three (3) years prior to the expiration of the Noncompetition Period, commence non- commercial activities (including formulation development, regulatory registrations, packaging and delivery systems development, and advertising and promotional material development and any other activities not prohibited by Section 6.13 of this Agreement during the Noncompetition Period, but excluding consumer-facing efforts or communications) for the sole purpose of such party's preparation to launch any competing product upon expiration of the Noncompetition Period; and provided, that either party may, no earlier than twelve (12) months prior to the expiration of the Noncompetition Period, engage with retail customers for the sole purpose of selling-in competing products (provided that no product may be shipped to a retail customer or distributor prior to the end of the Noncompetition Period).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Competitive Restriction Exception": "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).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Employees": "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.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Disparagement": "The Agent shall not use or facilitate the use of promotional materials which disparage Roundup Products or Industrial Property.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Termination For Convenience": "Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that: (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 (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.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": "In no event shall Monsanto, directly or indirectly, commercialize any New Product for Lawn and Garden Use in the Included Markets without first offering such New Product to the Agent pursuant to the terms of this Section 6.10.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Change Of Control": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Anti-Assignment": "Except as set forth in this Section 11.8 or Section 2.3, and except for a Change of Control under Section 10.4(b)(7) that does not provide Monsanto termination rights under this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by a party (by operation of law or otherwise) without the prior written consent of the other party.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Revenue/Profit Sharing": "Such Commission shall represent a percentage of the Program EBIT realized by the Roundup L&G Business which percentage shall be (i) for Program Years 2017 and 2018, 50% of the Program EBIT and (ii) for Program Years 2019 and thereafter, 50% of the Program EBIT in excess of $40MM (such $40MM threshold, the \"Commission Threshold\").", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Price Restrictions": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Minimum Commitment": "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\").", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Volume Restriction": "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).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Ip Ownership Assignment": "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.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Joint Ip Ownership": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __License Grant": "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", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Transferable License": "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", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensor": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensee": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": "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.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Source Code Escrow": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Post-Termination Services": "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.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Audit Rights": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Uncapped Liability": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Cap On Liability": "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", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Liquidated Damages": "Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Warranty Duration": "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.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Insurance": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Covenant Not To Sue": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Third Party Beneficiary": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Document Name": "FRANCHISE DEVELOPMENT AGREEMENT", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Parties": "(\"Developer\").", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Agreement Date": "_____________________,", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Effective Date": "This Agreement shall commence on the date specified in Exhibit \"B\".", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Expiration Date": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Renewal Term": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Notice Period To Terminate Renewal": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Governing Law": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Most Favored Nation": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Compete": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Exclusivity": "Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Customers": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Competitive Restriction Exception": "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.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Employees": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Disparagement": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Termination For Convenience": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Rofr/Rofo/Rofn": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Change Of Control": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Anti-Assignment": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Revenue/Profit Sharing": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Price Restrictions": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Minimum Commitment": "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.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Volume Restriction": "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.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Ip Ownership Assignment": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Joint Ip Ownership": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__License Grant": "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.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Transferable License": "Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensor": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensee": "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.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Irrevocable Or Perpetual License": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Source Code Escrow": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Post-Termination Services": "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.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Audit Rights": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Uncapped Liability": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Cap On Liability": "Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Liquidated Damages": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Warranty Duration": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Insurance": "Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Covenant Not To Sue": "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.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Third Party Beneficiary": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Document Name": "JOINT VENTURE AGREEMENT", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Parties": "Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"),", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Agreement Date": "___________________________________", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Effective Date": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Expiration Date": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Renewal Term": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Governing Law": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Most Favored Nation": "Pivotal Self Service Tech, Inc. will: 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", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Compete": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Exclusivity": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Disparagement": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Termination For Convenience": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Change Of Control": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Anti-Assignment": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows: 50% to Collectible Concepts Group, Inc. 50% to Pivotal Self Service Tech, Inc.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Price Restrictions": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Minimum Commitment": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Volume Restriction": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__License Grant": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Transferable License": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "Collectible Concepts Group will: 1) Obtain any licenses deemed by the Joint Venturers to add value in the marketing of the Products 2) Prepare any artwork necessary for the reproduction of licensed or branded images for the purpose of manufacturing the Products and / or packaging 3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Source Code Escrow": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Post-Termination Services": "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.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Audit Rights": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Uncapped Liability": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Cap On Liability": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Liquidated Damages": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Warranty Duration": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Insurance": "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 paid by the Joint Venture.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Document Name": "SUPPLY AGREEMENT", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Parties": "PcoMed, LLC", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Agreement Date": "15th day of May, 2013", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Effective Date": "15th day of May, 2013", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Expiration Date": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Renewal Term": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Governing Law": "This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Most Favored Nation": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Compete": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Exclusivity": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Customers": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Competitive Restriction Exception": "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.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Employees": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Disparagement": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Termination For Convenience": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "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 .", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Change Of Control": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Anti-Assignment": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Revenue/Profit Sharing": "Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Price Restrictions": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Minimum Commitment": "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.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Volume Restriction": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product. 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. (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.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Ip Ownership Assignment": "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.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Joint Ip Ownership": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Transferable License": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensor": "\"Integra Technology\" means any technology owned, licensed or controlled by Integra and/or any Integra Affiliates including but not limited to SeaSpine and Theken Spine as of the Effective Date and all technology Derived solely by Integra and/or Integra Affiliates during or after the Term, including but not limited to the devices described in U. S. Patent Numbers 7,799,083 and 8,097,036 together with any improvements, enhancements, or extensions of or to any of the foregoing, and Intellectual Property Rights therein, but excluding any technology or information relating to or derived from PcoMed Technology.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensee": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Source Code Escrow": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Post-Termination Services": "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.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Audit Rights": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Uncapped Liability": "NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Cap On Liability": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Liquidated Damages": "Integra shall pay PcoMed $*** ( *** US dollars) upon full execution of this Agreement.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Warranty Duration": "Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Insurance": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Covenant Not To Sue": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Third Party Beneficiary": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Document Name": "Outsource Technology Development Agreement", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Parties": "(\"DSS\"),", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Agreement Date": "1s t day of March, 2018", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Effective Date": "1s t day of March, 2018", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Expiration Date": "The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\").", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Renewal Term": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Notice Period To Terminate Renewal": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Governing Law": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Most Favored Nation": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Compete": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Exclusivity": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Customers": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Competitive Restriction Exception": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Employees": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Disparagement": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Termination For Convenience": "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:", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Rofr/Rofo/Rofn": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Change Of Control": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Anti-Assignment": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Revenue/Profit Sharing": "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.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Price Restrictions": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Minimum Commitment": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Volume Restriction": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Ip Ownership Assignment": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Joint Ip Ownership": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__License Grant": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Transferable License": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensor": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensee": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Irrevocable Or Perpetual License": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Source Code Escrow": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Post-Termination Services": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Audit Rights": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Uncapped Liability": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Cap On Liability": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Liquidated Damages": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Warranty Duration": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Insurance": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Covenant Not To Sue": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Third Party Beneficiary": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Document Name": "Strategic Alliance Agreement", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Parties": "IMedicor, Inc, a Nevada Corporation whose address is 523 Avalon Gardens Drive, Nanuet, New York 10954, USA (\"IMedicor\") and USA Managed Care Organization", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Agreement Date": "15 th day of July, 2010", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Effective Date": "15 th day of July, 2010", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Expiration Date": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Renewal Term": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Governing Law": "This Agreement shall be governed by the internal laws State of New York.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Most Favored Nation": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Compete": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Exclusivity": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Customers": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Competitive Restriction Exception": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Employees": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Disparagement": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Termination For Convenience": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Change Of Control": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Anti-Assignment": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Revenue/Profit Sharing": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Price Restrictions": "The suggested monthly subscription would be $19.95 per month per subscriber.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Minimum Commitment": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Volume Restriction": "\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.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Ip Ownership Assignment": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Joint Ip Ownership": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__License Grant": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Transferable License": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensor": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensee": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Source Code Escrow": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Post-Termination Services": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Audit Rights": "\u25cfIMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Uncapped Liability": "Both parties will not have liability for any damages other than direct damages.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Cap On Liability": "Both parties will not have liability for any damages other than direct damages.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Liquidated Damages": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Warranty Duration": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Insurance": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Covenant Not To Sue": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Third Party Beneficiary": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Document Name": "ENDORSEMENT AGREEMENT", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Parties": "Consolidated Artists Inc.,", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Agreement Date": "first (1st) day of January, 1996,", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Effective Date": "\"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.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Expiration Date": "\"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.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Renewal Term": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Most Favored Nation": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Compete": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Exclusivity": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Disparagement": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Termination For Convenience": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Change Of Control": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Anti-Assignment": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise - 15 - assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Price Restrictions": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Minimum Commitment": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA - 11 - Tour Events and the British Open in each Contract Year during the Contract Period.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Volume Restriction": "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.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__License Grant": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Transferable License": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise - 15 - assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Source Code Escrow": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Post-Termination Services": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Audit Rights": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Uncapped Liability": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Cap On Liability": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Liquidated Damages": "In addition, TPC agrees that Consolidated Artists shall be entitled to the Retainer Fee prorated to the effective date of termination as well any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Consolidated Artists prior to the effective date of termination.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Warranty Duration": "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.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Insurance": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Document Name": "AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Parties": "ScanSource, Inc.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Agreement Date": "the date last signed below (\"Amendment Effective Date\").", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Effective Date": "the date last signed below (\"Amendment Effective Date\").", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Expiration Date": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Renewal Term": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Notice Period To Terminate Renewal": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Governing Law": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Most Favored Nation": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Compete": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Exclusivity": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Customers": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Competitive Restriction Exception": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Employees": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Disparagement": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Termination For Convenience": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Rofr/Rofo/Rofn": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Change Of Control": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Anti-Assignment": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Revenue/Profit Sharing": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Price Restrictions": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Minimum Commitment": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Volume Restriction": "Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Ip Ownership Assignment": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Joint Ip Ownership": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__License Grant": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Transferable License": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensor": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensee": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Unlimited/All-You-Can-Eat-License": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Irrevocable Or Perpetual License": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Source Code Escrow": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Post-Termination Services": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Audit Rights": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Uncapped Liability": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Cap On Liability": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Liquidated Damages": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Warranty Duration": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Insurance": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Covenant Not To Sue": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Third Party Beneficiary": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Document Name": "SPONSORSHIP AGREEMENT", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Parties": "(\"Purchaser\"),", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Agreement Date": "July 16, 2012", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Effective Date": "July 16, 2012", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Expiration Date": "This Agreement shall automatically terminate at and as of (the first to occur of): (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.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Renewal Term": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Most Favored Nation": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Compete": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Exclusivity": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Disparagement": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Termination For Convenience": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Change Of Control": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Price Restrictions": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Minimum Commitment": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Volume Restriction": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Joint Ip Ownership": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__License Grant": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Transferable License": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Source Code Escrow": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Post-Termination Services": "Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Audit Rights": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Uncapped Liability": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Cap On Liability": "No party shall be entitled to recover lost profits or benefit of the bargain damages.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Liquidated Damages": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Warranty Duration": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Insurance": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Covenant Not To Sue": "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.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Third Party Beneficiary": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Document Name": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Parties": "PC Quote, Inc.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Agreement Date": "December 9, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Effective Date": "December 9, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Expiration Date": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Renewal Term": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Notice Period To Terminate Renewal": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Governing Law": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Most Favored Nation": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Compete": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Exclusivity": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Customers": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Competitive Restriction Exception": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Employees": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Disparagement": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Termination For Convenience": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Rofr/Rofo/Rofn": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Change Of Control": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Anti-Assignment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Revenue/Profit Sharing": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Price Restrictions": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Minimum Commitment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Volume Restriction": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Ip Ownership Assignment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Joint Ip Ownership": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__License Grant": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Transferable License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensor": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensee": "This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Unlimited/All-You-Can-Eat-License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Irrevocable Or Perpetual License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Source Code Escrow": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Post-Termination Services": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Audit Rights": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Uncapped Liability": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Cap On Liability": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Liquidated Damages": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Warranty Duration": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Insurance": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Covenant Not To Sue": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Third Party Beneficiary": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Document Name": "Joint Venture Agreement", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Parties": "MINDA IMPCO TECHNOLOGIES LIMITED This Joint Venture Agreement (Agreement) is made and executed on this the 18th day of May, 2001 BETWEEN IMPCO", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Agreement Date": "18th day of May, 2001", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Effective Date": "\"Effective Date\" shall mean the date on which the Parties sign and execute this Agreement .", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Expiration Date": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Renewal Term": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of India and the Delhi Courts shall have exclusive jurisdiction over any legal proceedings in respect of this Agreement.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Most Favored Nation": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Compete": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Exclusivity": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "by using the Technical Know-How", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that: (a) during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Disparagement": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Termination For Convenience": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "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.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Change Of Control": "In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following: (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.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Anti-Assignment": "Each party hereto agrees not to transfer, sell, pledge, mortgage or make other disposition (whether by way of fixed or floating charge) or encumbrance on its shares in the JVC except as otherwise provided in this Agreement and/or except by consent of the Parties to this Agreement and in the manner laid out in the M&A.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind. IMPCO - 60% - In cash", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Price Restrictions": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Minimum Commitment": "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.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Volume Restriction": "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.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__License Grant": "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\".", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Transferable License": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "IMPCO may make available to the JVC the services of its international marketing and distribution network and of its Affiliates.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Source Code Escrow": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Post-Termination Services": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA. 16A.2 The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up. For this purpose, each party will provide full cooperation and execute necessary documents and make necessary filings with any Government authorities and/or judicial bodies to ensure that JVC can be voluntarily wound up in the most time and cost efficient manner. The Parties agree that during the pendency of the winding up, the JVC will be allowed to use the Technical Know How to the extent the same is necessary for the purpose of implementing any orders pending in favour of its customers.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Audit Rights": "During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Uncapped Liability": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Cap On Liability": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Liquidated Damages": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Warranty Duration": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Insurance": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Document Name": "CO-BRANDING AGREEMENT", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Parties": "ebix.com, Inc.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Agreement Date": "19th day of January, 2001", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Effective Date": "19th day of January, 2001", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Expiration Date": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Renewal Term": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Notice Period To Terminate Renewal": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Governing Law": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Most Favored Nation": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Compete": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Exclusivity": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Customers": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Competitive Restriction Exception": "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.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Employees": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Disparagement": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Termination For Convenience": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Rofr/Rofo/Rofn": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Change Of Control": "Either party may terminate immediately upon written notice if the other party", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Anti-Assignment": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Revenue/Profit Sharing": "eBix shall receive all page view, impression, reach duration and frequency credit resulting from About Users accessing the Insurance Center.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Price Restrictions": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Minimum Commitment": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Volume Restriction": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Ip Ownership Assignment": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Joint Ip Ownership": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__License Grant": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Transferable License": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensor": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensee": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Irrevocable Or Perpetual License": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Source Code Escrow": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Post-Termination Services": "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", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Audit Rights": "About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Uncapped Liability": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Cap On Liability": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Liquidated Damages": "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:[**] 5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\").", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Warranty Duration": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Insurance": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Covenant Not To Sue": "About shall not (a) hold itself out as having any proprietary rights with respect to the ebix Marks or (b) make any claim to ownership rights in the ebix Marks or challenge the ebix Marks or the registration thereof, or (c) attempt to register or cause to be registered the ebix Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the ebix Marks, or (d) use the ebix Marks hereunder without ebix's approval of such use.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Third Party Beneficiary": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Document Name": "SPONSORSHIP AGREEMENT", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Parties": "Fruit of Life Productions LLC", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Agreement Date": "1st day of April, 2018", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Effective Date": "1st day of April, 2018", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Expiration Date": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Renewal Term": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Governing Law": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Most Favored Nation": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Compete": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Exclusivity": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Disparagement": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Termination For Convenience": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Change Of Control": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Anti-Assignment": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Price Restrictions": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Minimum Commitment": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Volume Restriction": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__License Grant": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Transferable License": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Source Code Escrow": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Post-Termination Services": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Audit Rights": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Uncapped Liability": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Cap On Liability": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Liquidated Damages": "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.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Warranty Duration": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Insurance": "Sponsors must have their own liability insurance with limits of one million dollars.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Document Name": "FRANCHISE AGREEMENT", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Parties": "(\"you\" or the \"Franchisee\").", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Agreement Date": "this day of , 201", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Effective Date": "This Agreement takes effect when we accept and sign this document.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Expiration Date": "The term of this Agreement starts on the Effective Date and, unless this Agreement is earlier terminated in accordance with its provisions, will expire ten (10) years from the Effective Date.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Renewal Term": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal: 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).", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Notice Period To Terminate Renewal": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal: 2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Governing Law": "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 Page 55 of 80 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.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Most Favored Nation": "HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS FRANCHISE DISCLOSURE DOCUMENT.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Compete": "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:", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Exclusivity": "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).", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Customers": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Competitive Restriction Exception": "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", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Employees": "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:", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Disparagement": "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:", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Termination For Convenience": "In sum, Minn. Stat. \u00a7 80C.14 (subd. 3) currently requires, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) of the Franchise Agreement.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Rofr/Rofo/Rofn": "If we intend to exercise this option, we will notify you (or your appropriate legal representative) within thirty (30) days of the date we learn of such death or mental incapacity.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Change Of Control": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Anti-Assignment": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Revenue/Profit Sharing": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Price Restrictions": "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.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Minimum Commitment": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty Six (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Volume Restriction": "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.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Ip Ownership Assignment": "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.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Joint Ip Ownership": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__License Grant": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Transferable License": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensor": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensee": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Unlimited/All-You-Can-Eat-License": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Irrevocable Or Perpetual License": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Source Code Escrow": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Post-Termination Services": "This authorization is to remain in full and force and effect until sixty days after we have received written notification from Franchisee of its termination.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Audit Rights": "We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option). We will also have the right, at any time, to have an independent audit made of your books and records.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Uncapped Liability": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Cap On Liability": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Liquidated Damages": "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.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Warranty Duration": "If you (or the Regional Fund) have not received our written approval within fourteen (14) days after we have received those proposed samples or materials, then we will be deemed to have disapproved them.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Insurance": "You agree to obtain (and maintain) during the entire period of construction the insurance required under Section 15 below; and you agree to deliver to us such proof of such insurance as we may reasonably require.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Covenant Not To Sue": "Neither you nor any of your owners, principals, or other persons acting on your behalf will directly or indirectly contest the validity or our ownership of the Proprietary Marks, nor will you, directly or indirectly, seek to register the Proprietary Marks with any government agency (unless we have given you our express prior written consent to do so).", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Third Party Beneficiary": "Franchisor, along with its successors and assigns, is an intended third party beneficiary of the provisions of this Addendum.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Document Name": "CONTENT LICENSE AGREEMENT", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Parties": "Beijing Sun Seven Stars Culture Development Limited", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Agreement Date": "___________, 2015", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Effective Date": "___________, 2015", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Expiration Date": "The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Renewal Term": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Notice Period To Terminate Renewal": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Governing Law": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Most Favored Nation": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Compete": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Exclusivity": "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).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Customers": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Competitive Restriction Exception": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Employees": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Disparagement": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Termination For Convenience": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Rofr/Rofo/Rofn": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Change Of Control": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Anti-Assignment": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Revenue/Profit Sharing": "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\").", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Price Restrictions": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Minimum Commitment": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Volume Restriction": "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).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Ip Ownership Assignment": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Joint Ip Ownership": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__License Grant": "Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Transferable License": "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.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensor": "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).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensee": "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).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Unlimited/All-You-Can-Eat-License": "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).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Irrevocable Or Perpetual License": "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).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Source Code Escrow": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Post-Termination Services": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Audit Rights": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Uncapped Liability": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Cap On Liability": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Liquidated Damages": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Warranty Duration": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Insurance": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Covenant Not To Sue": "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.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Third Party Beneficiary": "The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties": "Ares Trading SA", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date": "January 7, 2019", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date": "January 7, 2019", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Governing Law": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Most Favored Nation": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Compete": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Exclusivity": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Disparagement": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Termination For Convenience": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Change Of Control": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Anti-Assignment": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Price Restrictions": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Minimum Commitment": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Volume Restriction": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Joint Ip Ownership": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__License Grant": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Document Name": "OUTSOURCING AGREEMENT", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Parties": "Photronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A (\"Photronics\"), 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\"), Photronics DNP Photomask Corporation,", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Agreement Date": "16t h day of May, 2017,", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Effective Date": "16t h day of May, 2017,", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Expiration Date": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Renewal Term": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Notice Period To Terminate Renewal": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Governing Law": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Most Favored Nation": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Compete": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Exclusivity": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Customers": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Competitive Restriction Exception": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Employees": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Disparagement": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Termination For Convenience": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Rofr/Rofo/Rofn": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Change Of Control": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Anti-Assignment": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Revenue/Profit Sharing": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Price Restrictions": "The prices for each Product outsourced to the Suppliers shall be [***].", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Minimum Commitment": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Volume Restriction": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Ip Ownership Assignment": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Joint Ip Ownership": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__License Grant": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Transferable License": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensor": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensee": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Unlimited/All-You-Can-Eat-License": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Irrevocable Or Perpetual License": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Source Code Escrow": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Post-Termination Services": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Audit Rights": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Uncapped Liability": "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;", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Cap On Liability": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Liquidated Damages": "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.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Warranty Duration": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Insurance": "Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Covenant Not To Sue": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Third Party Beneficiary": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Document Name": "CONSULTING AGREEMENT", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Parties": "(\"Emerald\" or the \"Company\")", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Agreement Date": "10 day of January 2019", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Effective Date": "10 day of January 2019", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Expiration Date": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Renewal Term": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Notice Period To Terminate Renewal": "The 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.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Governing Law": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Most Favored Nation": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Compete": "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.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Exclusivity": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Customers": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Competitive Restriction Exception": "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.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Employees": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Disparagement": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Termination For Convenience": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Rofr/Rofo/Rofn": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Change Of Control": "\"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company; or (ii) a majority of the directors elected at any annual or special general meeting of shareholders of Emerald, or by consent resolution, are not individuals nominated by the Company's then-incumbent board.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Anti-Assignment": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Revenue/Profit Sharing": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Price Restrictions": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Minimum Commitment": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Volume Restriction": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Ip Ownership Assignment": "(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.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Joint Ip Ownership": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__License Grant": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Transferable License": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensor": "(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.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensee": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Unlimited/All-You-Can-Eat-License": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Irrevocable Or Perpetual License": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Source Code Escrow": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Post-Termination Services": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Audit Rights": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Uncapped Liability": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Cap On Liability": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Liquidated Damages": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Warranty Duration": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Insurance": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Covenant Not To Sue": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Third Party Beneficiary": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Document Name": "CO-BRANDING AGREEMENT", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Parties": "AB Wately, Inc. (hereinafter referred to as \"ABW\")", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Agreement Date": "Oct. 11, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Effective Date": "Oct. 11, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Expiration Date": "[***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Renewal Term": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Notice Period To Terminate Renewal": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Governing Law": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Most Favored Nation": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Compete": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Exclusivity": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Customers": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Competitive Restriction Exception": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Employees": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Disparagement": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Termination For Convenience": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Rofr/Rofo/Rofn": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Change Of Control": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Anti-Assignment": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Revenue/Profit Sharing": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Price Restrictions": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Minimum Commitment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Volume Restriction": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Ip Ownership Assignment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Joint Ip Ownership": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__License Grant": "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.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Transferable License": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensor": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensee": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Unlimited/All-You-Can-Eat-License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Irrevocable Or Perpetual License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Source Code Escrow": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Post-Termination Services": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Audit Rights": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Uncapped Liability": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Cap On Liability": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Liquidated Damages": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Warranty Duration": "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.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Insurance": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Covenant Not To Sue": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Third Party Beneficiary": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Document Name": "AGENCY AGREEMENT", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Parties": "\"Company\").", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Agreement Date": "November 9, 2005", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Effective Date": "November 9, 2005", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Expiration Date": "Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Renewal Term": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Governing Law": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Most Favored Nation": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Compete": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Exclusivity": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Customers": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Competitive Restriction Exception": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Employees": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Disparagement": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Termination For Convenience": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Change Of Control": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Anti-Assignment": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Revenue/Profit Sharing": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Price Restrictions": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Minimum Commitment": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Volume Restriction": "The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\": 1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Ip Ownership Assignment": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Joint Ip Ownership": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__License Grant": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Transferable License": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensor": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensee": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Source Code Escrow": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Post-Termination Services": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Audit Rights": "Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Uncapped Liability": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Cap On Liability": "The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\": 1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Liquidated Damages": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Warranty Duration": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Insurance": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Covenant Not To Sue": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Third Party Beneficiary": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Parties": "(\"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\".", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date": "May 14, 2016", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Effective Date": "May 14, 2016", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of -17- any other Person, including SpinCo.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": "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.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": "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.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": "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.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": "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.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": "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.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Insurance": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": "Neither Parent nor SpinCo shall make, and shall not permit any member of the Parent Group or SpinCo Group, as the case may be, to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the other Party or any other member of the Parent Group or SpinCo Group, as the case may be, or any other Person released pursuant to Section 4.1(a) or Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(a) or Section 4.1(b).", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": "If 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.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Document Name": "Joint Venture Agreement", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Parties": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Agreement Date": "December 19, 2019", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Effective Date": "December 19, 2019", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Expiration Date": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Renewal Term": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Governing Law": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Most Favored Nation": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Compete": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Exclusivity": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Disparagement": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Termination For Convenience": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Change Of Control": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Anti-Assignment": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF. 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.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Price Restrictions": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Minimum Commitment": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Volume Restriction": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__License Grant": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Transferable License": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Source Code Escrow": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Post-Termination Services": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Audit Rights": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Uncapped Liability": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Cap On Liability": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Liquidated Damages": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Warranty Duration": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Insurance": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Document Name": "CONTENT LICENSE AGREEMENT SUPPLEMENT TO THE EXCLUSIVE BROADCASTING AGREEMENT", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Parties": "(\"XFN\"),", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Agreement Date": "15th day of December 2001.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Effective Date": "18 May 2000;", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Expiration Date": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Renewal Term": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Notice Period To Terminate Renewal": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed. 8. TERMINATION 8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Governing Law": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Most Favored Nation": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Compete": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Exclusivity": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Customers": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Competitive Restriction Exception": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Employees": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Disparagement": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Termination For Convenience": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Rofr/Rofo/Rofn": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Change Of Control": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Anti-Assignment": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Revenue/Profit Sharing": "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. 2.8 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. 3. DELIVERY OF CONTENT 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. 3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis. 4. CONSIDERATION 4.1 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", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Price Restrictions": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Minimum Commitment": "The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Volume Restriction": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Ip Ownership Assignment": "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.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Joint Ip Ownership": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__License Grant": "media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Transferable License": "media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensor": "media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensee": "media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Unlimited/All-You-Can-Eat-License": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Irrevocable Or Perpetual License": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Source Code Escrow": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Post-Termination Services": "Upon termination of the Agreement: (a) CEIS shall terminate the transmission of the Content with immediate effect; and (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Audit Rights": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Uncapped Liability": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Cap On Liability": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Liquidated Damages": "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 Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Warranty Duration": "CEIS represents and warrants to XFN that during the Term of this Agreement:", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Insurance": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Covenant Not To Sue": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Third Party Beneficiary": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Document Name": "MASTER SERVICES AGREEMENT", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Parties": "\"Company\")", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Agreement Date": "09/24/2018", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Effective Date": "09/24/2018", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Expiration Date": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Renewal Term": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Notice Period To Terminate Renewal": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Most Favored Nation": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Compete": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Exclusivity": "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.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Customers": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Competitive Restriction Exception": "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.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Employees": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Disparagement": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Termination For Convenience": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Rofr/Rofo/Rofn": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Change Of Control": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Anti-Assignment": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Revenue/Profit Sharing": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Price Restrictions": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Minimum Commitment": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Volume Restriction": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Ip Ownership Assignment": "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.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Joint Ip Ownership": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__License Grant": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Transferable License": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensor": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensee": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Irrevocable Or Perpetual License": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Source Code Escrow": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Post-Termination Services": "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.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Audit Rights": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Uncapped Liability": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Cap On Liability": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES. 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.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Liquidated Damages": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Warranty Duration": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Insurance": "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.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Covenant Not To Sue": "COMPANY AND CONTRACTOR HEREBY WAIVE ANY CLAIM TO AWARD OF ATTORNEYS FEES IN SUCH A SUIT.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Third Party Beneficiary": "" }