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Question 1: What is the contract name? | |
Question 2: Who are the parties that signed the contract? | |
Question 3: What is the agreement date of the contract? | |
Question 4: What is the date when the contract is effective? | |
Question 5: What date will the contract's initial term expire? | |
Question 6: What is the renewal term after the initial term expires? | |
Question 7: What is the notice period required to terminate renewal? | |
Question 8: Which state/country's law governs the interpretation of the contract? | |
Question 9: Is there a clause that if a third party gets better terms in the contract, the buyer under the contract shall be entitled to those better terms? | |
Question 10: What is the restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? | |
Question 11: Is there an exclusive dealing commitment with the counterparty? | |
Question 12: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)? | |
Question 13: What are the competitive restriction exceptions in the contract? | |
Question 14: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the counterparty, whether during the contract or after the contract ends (or both)? | |
Question 15: Is there a requirement on a party not to disparage the counterparty? | |
Question 16: Can a party terminate this contract without cause (solely by giving a notice and allowing a waiting period to expire)? | |
Question 17: What are the terms granting one party a right of first refusal, right of first offer, or right of first negotiation? | |
Question 18: What are the terms about right of termination? | |
Question 19: Is consent or notice required of a party if the contract is assigned to a third party? | |
Question 20: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services? | |
Question 21: Is there a restriction on the ability of a party to raise or reduce prices of technology, goods, or services provided? | |
Question 22: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract? | |
Question 23: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold? | |
Question 24: What are the terms about intellectual property created by one party? | |
Question 25: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract? | |
Question 26: Does the contract contain a license granted by one party to its counterparty? | |
Question 27: Does the contract limit the ability of a party to transfer the license being granted to a third party? | |
Question 28: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? | |
Question 29: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor? | |
Question 30: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license? | |
Question 31: Does the contract contain a license grant that is irrevocable or perpetual? | |
Question 32: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy, insolvency, etc.)? | |
Question 33: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments? | |
Question 34: Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract? | |
Question 35: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation. | |
Question 36: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery. | |
Question 37: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)? | |
Question 38: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract? | |
Question 39: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty? | |
Question 40: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract? | |
Question 41: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party? | |