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Receiving Party shall not alter or remove any confidentiality or proprietary marking on the Confidential Information and, subject to the forego-ing, may make such limited number of copies of Disclosing Party's Confidential Information to the extent necessary to achieve the Purpose. | Auditing this clause, the obligation it imposes is: Receiving Party may create a copy of some Confidential Information in some circumstances.. That reading is supported by the operative language: "Receiving Party shall not alter or remove any confidentiality or proprietary marking on the Confidential Information and, s... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. | Auditing this clause, the obligation it imposes is: Receiving Party may share some Confidential Information with some of Receiving Party's employees.. That reading is supported by the operative language: "The Recipient will not disclose any Confidential Information to third parties except those directors, officers, emp... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Notwithstanding the foregoing, ExxonMobil may assign this Agreement to its Affiliates and FCE may assign this Agreement to any of its wholly-owned and wholly-controlled Affiliates, with prior written notice to the other Party, provided that (i) such assignment by FCE shall be void if at any point such Affiliate ceases ... | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Notwithstanding the foregoing, ExxonMobil may assign this Agreement to its A... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
This Agreement will automatically terminate in the event of its "assignment" (as such term is defined for purposes of Section 15(a) (4) of the Investment Fund Act). | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "This Agreement will automatically terminate in the event of its "assignment"... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
Notwithstanding the foregoing, if any Party to this Agreement (or any of its successors or permitted assigns) (a) shall enter into a consolidation or merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party's assets, (b) shall... | Obligation audit (Change Of Control):
1. What the clause obligates: The provision falls under the Change Of Control category. The party subject to this clause must perform (or refrain from performing) the act described, and the obligation is a binding term of the agreement, not a mere recital.
2. Trigger / timing: Th... | This clause is about Change Of Control. The parties should review it carefully. It is important to understand what the contract says. You should consult a lawyer if you have questions about your obligations under this provision. Generally speaking, contracts create obligations for both parties, and each party must perf... | dvgodoy/CUAD_v1_Contract_Understanding_clause_classification |
Subject to requirements of applicable law, FCE will provide notice to ExxonMobil prior to, or promptly after, it becomes aware of any such Change in Control, and if prior notice is prohibited by applicable Law, as soon as practicable or after such notice is no longer prohibited, but in no event later than one (1) busin... | Obligation audit (Change Of Control):
1. What the clause obligates: The provision falls under the Change Of Control category. The party subject to this clause must perform (or refrain from performing) the act described, and the obligation is a binding term of the agreement, not a mere recital.
2. Trigger / timing: Th... | This clause is about Change Of Control. The parties should review it carefully. It is important to understand what the contract says. You should consult a lawyer if you have questions about your obligations under this provision. Generally speaking, contracts create obligations for both parties, and each party must perf... | dvgodoy/CUAD_v1_Contract_Understanding_clause_classification |
“Confidential Information” shall mean the formulas and related information supplied to MARIPOSA by the Company but only to the extent that: (a) Such information is maintained as confidential by the Company, and; (b) Marked or otherwise identified as confidential when disclosed to MARIPOSA. Information that is not mark... | Auditing this clause, the obligation it imposes is: All Confidential Information shall be expressly identified by the Disclosing Party.. That reading is supported by the operative language: "“Confidential Information” shall mean the formulas and related information supplied to MARIPOSA by the Company but only to the ex... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
If a subpoena, discovery request, Court order, Freedom Of Information Act Request, or any other request or demand authorized by law seeking disclosure of the Confidential Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of the Contractor, the Designated Individual shall imme... | Auditing this clause, the obligation it imposes is: "If a subpoena, discovery request, Court order, Freedom Of Information Act Request, or any other request or demand authorized by law seeking disclosure of the Confidential Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of... | This clause is about confidentiality. The clause says: "If a subpoena, discovery request, Court order, Freedom Of Information Act Request, or any other request or demand authorized by law seeking disclosure of the Confidential Information, SSI, or PCII is received by the Designated Individual, individually or on behalf... | kiddothe2b/contract-nli |
The terms and existence of this Agreement, the fact that Confidential Information has been made available hereunder, that discussions or negotiations are taking place concerning a potential business relationship involving the Parties and all the terms, conditions, and other facts with respect thereto (including the sta... | Auditing this clause, the obligation it imposes is: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.. That reading is supported by the operative language: "The terms and existence of this Agreement, the fact that Confidential Information has been made available hereunder, that discus... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Consequently either this Agreement or any of the respective rights or obligations of the Parties hereunder may be assigned or otherwise transferred, in whole or in part, in any form whatsoever (including by way of change of Control), by either Party subject to the prior written consent of the other Party, which consent... | This clause creates a Change Of Control obligation: it triggers rights (often termination or consent) when a party undergoes a change of control, such as a merger, acquisition, or sale of substantially all assets. Reading the operative language, the duty is: "Consequently either this Agreement or any of the respective ... | This clause is about Change Of Control. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
5. Nothing contained in this Agreement shall be construed as: (a) conferring upon the Receiving Party any right of use in or title to Proprietary Information received by it from the Disclosing Party, other than as expressly provided herein or as conferred in writing upon the Receiving Party by the Disclosing Party subs... | Auditing this clause, the obligation it imposes is: "5. Nothing contained in this Agreement shall be construed as: (a) conferring upon the Receiving Party any right of use in or title to Proprietary Information received by it from the Disclosing Party, other than as expressly provided herein or as conferred in writing ... | This clause is about confidentiality. The clause says: "5. Nothing contained in this Agreement shall be construed as: (a) conferring upon the Receiving Party any right of use in or title to Proprietary Information received by it from the Disclosing Party, other than as expressly provided herein or as conferred in writi... | kiddothe2b/contract-nli |
Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose; | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise a... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Writer will disclose the Confidential Information to Producer solely for the purpose of allowing Producer to evaluate the Submission to determine, in its sole discretion, whether the Submission may be further developed into a Project. 3. 4. Producer agrees to accept disclosure of the Confidential Information and to ex... | Auditing this clause, the obligation it imposes is: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.. That reading is supported by the operative language: "Writer will disclose the Confidential Information to Producer solely for the purpose of allow... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
“Confidential Information” means any non-public information, whether in tangible, machine readable, oral, visual or electronic form, disclosed by either of the parties to the other, which the Discloser identifies at the time of disclosure as confidential and/or proprietary by means of a verbal notice legend, marking, s... | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "“Confidential Information” means any non-public information, whether in tangible, machine readable, oral, visual or electronic form, disclosed by... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. | Auditing this clause, the obligation it imposes is: "Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof.". A common misreading is that the clause requires: "Receiving Party may create a copy of some Confidential Information in some circumstances." — but that i... | This clause is about confidentiality. The clause says: "Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof.". So the parties are required to do: "Receiving Party may create a copy of some Confidential Information in some circumstances.". They should just compl... | kiddothe2b/contract-nli |
“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to researc... | Auditing this clause, the obligation it imposes is: "“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties,... | This clause is about confidentiality. The clause says: "“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parti... | kiddothe2b/contract-nli |
Neither Party shall have the right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, APOLLO may assign the Agreement to and may, without the <omitted> prior consent of ESTABLISHMENT, assign all of its rights under this Agreeme... | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Neither Party shall have the right to assign this Agreement or any of its ri... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
2. Recipient shall neither use Discloser’s Confidential Information nor circulate it within its own organization, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of Discloser and then only to those who been advised that they are subject to the ... | Auditing this clause, the obligation it imposes is: Receiving Party may share some Confidential Information with some of Receiving Party's employees.. That reading is supported by the operative language: "2. Recipient shall neither use Discloser’s Confidential Information nor circulate it within its own organization, e... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
.10. Producer’s obligations under paragraphs 3,4, and 8 of this agreement shall extend from the date of this agreement and shall survive the expiration or termination of this agreement, provided, however, that Producer’s obligations under paragraphs 3 and 4 of this agreement shall terminate immediately in the event tha... | Auditing this clause, the obligation it imposes is: Some obligations of Agreement may survive termination of Agreement.. That reading is supported by the operative language: ".10. Producer’s obligations under paragraphs 3,4, and 8 of this agreement shall extend from the date of this agreement and shall survive the expi... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
As used herein, "Confidential Information" shall mean any and all oral and written proprietary information provided by one party (the "Provider") to the other (the "Recipient"), including but not limited to financial documents, customer lists, development plans, business plans, trade secrets, and intellectual property. | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "As used herein, "Confidential Information" shall mean any and all oral and written proprietary information provided by one party (the "Provider")... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
In this Agreement "Confidential Information" shall, with respect to each Party, mean any and all information which a Party, its directors, employees, representatives or advisors, have received or shall receive in connection with the Business Purpose from the other Party (whether disclosed or obtained in writing, orally... | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "In this Agreement "Confidential Information" shall, with respect to each Party, mean any and all information which a Party, its directors, employ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
5. Any disclosure of Confidential Information shall be limited SUPPLIER’s employees and who have a need to use or study such Confidential Information for the Purpose. | Auditing this clause, the obligation it imposes is: Receiving Party may share some Confidential Information with some of Receiving Party's employees.. That reading is supported by the operative language: "5. Any disclosure of Confidential Information shall be limited SUPPLIER’s employees and who have a need to use or s... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to... | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Neither Party may assign or transfer this Agreement or any rights or obligat... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
1. As used in this Agreement the term "Proprietary Information" shall mean any information, whether in writing or other documentary form, in oral or visual or machine readable form, or in the form of algorithms, samples or models, disclosed by one Party (the "Disclosing Party") to another Party (the "Receiving Party") ... | Auditing this clause, the obligation it imposes is: All Confidential Information shall be expressly identified by the Disclosing Party.. That reading is supported by the operative language: "1. As used in this Agreement the term "Proprietary Information" shall mean any information, whether in writing or other documenta... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Buyer shall keep the Confidential Materials confidential and shall not disclose any of the Confidential Materials in any manner whatsoever, provided, however, that (i) Buyer may make any disclosure of information contained in the Confidential Materials to which Owner gives its prior written consent; and (ii) any info... | Auditing this clause, the obligation it imposes is: "Buyer shall keep the Confidential Materials confidential and shall not disclose any of the Confidential Materials in any manner whatsoever, provided, however, that (i) Buyer may make any disclosure of information contained in the Confidential Materials to which Owne... | This clause is about confidentiality. The clause says: "Buyer shall keep the Confidential Materials confidential and shall not disclose any of the Confidential Materials in any manner whatsoever, provided, however, that (i) Buyer may make any disclosure of information contained in the Confidential Materials to which O... | kiddothe2b/contract-nli |
Neither this Agreement, nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null a... | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Neither this Agreement, nor any of the rights, interests, or obligations und... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No legal obligations, rights, relationship or duties shall ... | Auditing this clause, the obligation it imposes is: "7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No leg... | This clause is about confidentiality. The clause says: "7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No ... | kiddothe2b/contract-nli |
3.3. Authorized Use. Confidential Information shall be used exclusively for (i) discussions and/or negotiations, (ii) performance and/or enforcement, (iii) termination and/or disputes, of or relating to the Purpose, and shall not be used for any other purpose. | Auditing this clause, the obligation it imposes is: "3.3. Authorized Use. Confidential Information shall be used exclusively for (i) discussions and/or negotiations, (ii) performance and/or enforcement, (iii) termination and/or disputes, of or relating to the Purpose, and shall not be used for any other purpose.". A... | This clause is about confidentiality. The clause says: "3.3. Authorized Use. Confidential Information shall be used exclusively for (i) discussions and/or negotiations, (ii) performance and/or enforcement, (iii) termination and/or disputes, of or relating to the Purpose, and shall not be used for any other purpose."... | kiddothe2b/contract-nli |
All obligations contained herein shall continue to bind the parties, their successors and permitted assigns and representatives, until the latter of (a) expiry or termination of this NDA or (b) three years from disclosure to Recipient. | Auditing this clause, the obligation it imposes is: Some obligations of Agreement may survive termination of Agreement.. That reading is supported by the operative language: "All obligations contained herein shall continue to bind the parties, their successors and permitted assigns and representatives, until the latter... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Nothing contained in this Agreement shall restrict Recipient from disclosing Confidential Information that is required to be disclosed under any subpoena or court order provided that the Recipient provides Sanmina with prompt notice so that Sanmina may, at its expense, seek a protective order or take other appropriate... | Auditing this clause, the obligation it imposes is: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.. That reading is supported by the operative language: "Nothing contained in this Agreement shall restrict... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
"Confidential Information" does not include information that (i) is generally available to the public on the date of this agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was in the Recipient's possession prior to disclosure b... | Auditing this clause, the obligation it imposes is: ""Confidential Information" does not include information that (i) is generally available to the public on the date of this agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) wa... | This clause is about confidentiality. The clause says: ""Confidential Information" does not include information that (i) is generally available to the public on the date of this agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii)... | kiddothe2b/contract-nli |
Upon termination of this Agreement for reasons other than a default by Shipper, pursuant to any provisions of this Agreement or any other termination of this Agreement initiated by Shipper pursuant to Section 5, Shipper shall have the right to require MPL to enter into a new transportation service agreement with Shippe... | Obligation audit (Most Favored Nation):
1. What the clause obligates: The provision falls under the Most Favored Nation category. The party subject to this clause must perform (or refrain from performing) the act described, and the obligation is a binding term of the agreement, not a mere recital.
2. Trigger / timing... | This clause is about Most Favored Nation. The parties should review it carefully. It is important to understand what the contract says. You should consult a lawyer if you have questions about your obligations under this provision. Generally speaking, contracts create obligations for both parties, and each party must pe... | dvgodoy/CUAD_v1_Contract_Understanding_clause_classification |
ARIN may discard or destroy any protected information three years after receiving it, provided Applicant has not requested ARIN to return the information before that time. | Auditing this clause, the obligation it imposes is: "ARIN may discard or destroy any protected information three years after receiving it, provided Applicant has not requested ARIN to return the information before that time.". A common misreading is that the clause requires: "Receiving Party shall destroy or return som... | This clause is about confidentiality. The clause says: "ARIN may discard or destroy any protected information three years after receiving it, provided Applicant has not requested ARIN to return the information before that time.". So the parties are required to do: "Receiving Party shall destroy or return some Confident... | kiddothe2b/contract-nli |
If either party hereto, as Receiving Party, is requested or required by legal or administrative process to disclose any Confidential Information of the Disclosing Party, such Receiving Party will promptly notify the Disclosing Party of such request or requirement so that such Disclosing Party may seek an appropriate pr... | Auditing this clause, the obligation it imposes is: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.. That reading is supported by the operative language: "If either party hereto, as Receiving Party, is req... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
In addition, ICC Court members are only permitted to disclose Confidential information or Proprietary information for the sole purpose of conflict checks. They must only disclose such information to the person duly authorized to run conflict checks within their respective law firm or company. | Auditing this clause, the obligation it imposes is: Receiving Party may share some Confidential Information with some of Receiving Party's employees.. That reading is supported by the operative language: "In addition, ICC Court members are only permitted to disclose Confidential information or Proprietary information f... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. | Auditing this clause, the obligation it imposes is: "Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC.". A common misreading is that the clause ... | This clause is about confidentiality. The clause says: "Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC.". So the parties are required to do: "... | kiddothe2b/contract-nli |
4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations... | Auditing this clause, the obligation it imposes is: Agreement shall not grant Receiving Party any right to Confidential Information.. That reading is supported by the operative language: "4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confident... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
In addition, in the event that iVillage desires to form a sponsorship relationship with an automobile rental company during the term of this Agreement, iVillage shall notify Hertz and provide Hertz with an opportunity to enter into such a relationship with iVillage, on not less favorable terms than those offered to any... | Obligation audit (Most Favored Nation):
1. What the clause obligates: The provision falls under the Most Favored Nation category. The party subject to this clause must perform (or refrain from performing) the act described, and the obligation is a binding term of the agreement, not a mere recital.
2. Trigger / timing... | This clause is about Most Favored Nation. The parties should review it carefully. It is important to understand what the contract says. You should consult a lawyer if you have questions about your obligations under this provision. Generally speaking, contracts create obligations for both parties, and each party must pe... | dvgodoy/CUAD_v1_Contract_Understanding_clause_classification |
The receiving party hereby agrees that all Confidential Information (including all copies thereof) disclosed to or created by the receiving party shall be delivered forthwith by the receiving party to the disclosing party, or, at the election of the receiving party, destroyed, and deleted from all retrieval systems and... | Auditing this clause, the obligation it imposes is: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.. That reading is supported by the operative language: "The receiving party hereby agrees that all Confidential Information (including all copies thereof) disclosed... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Notwithstanding the foregoing, Receiving Party may retain one copy in a confidential file for archival purposes. | Auditing this clause, the obligation it imposes is: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.. That reading is supported by the operative language: "Notwithstanding the foregoing, Receiving Party may retain one copy in a confidential file ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personne... | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Notwithstanding the foregoing, it shall not be deemed unreasonable for Colum... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
5. Obligations of parties under this Agreement shall not apply to information which: a. was already in the public domain when disclosed; or subsequently falls into the public domain other than through disclosure by the Recipient; or disclosed by the Recipient with the written approval of the Owner; b. was already in th... | Auditing this clause, the obligation it imposes is: Receiving Party may independently develop information similar to Confidential Information.. That reading is supported by the operative language: "5. Obligations of parties under this Agreement shall not apply to information which: a. was already in the public domain w... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. | Auditing this clause, the obligation it imposes is: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.. That reading is supported by the operative language: "d) That you, shall at all times hold in trust, keep confidential and not disclose to any thir... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. N... | Auditing this clause, the obligation it imposes is: Some obligations of Agreement may survive termination of Agreement.. That reading is supported by the operative language: "a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. | Auditing this clause, the obligation it imposes is: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.. That reading is supported by the operative language: "7. Upon written request from the other party, each party agrees to return or destroy all the other party’s C... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
In the event of such an <omitted> 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. | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "In the event of such an <omitted> assignment by either party of its rights t... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by ob... | Auditing this clause, the obligation it imposes is: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).. That reading is supported by the operative language: "4. The Recipient undertakes to keep the Confidential Information disclosed... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
WHEREAS Secure Transportation and the Company wish to enter into discussions during which it will be necessary for each party (the "Disclosing Party") to disclose to the other (the "Receiving Party") information of a confidential or proprietary nature (irrespective of the form of presentation or communication including... | Auditing this clause, the obligation it imposes is: "WHEREAS Secure Transportation and the Company wish to enter into discussions during which it will be necessary for each party (the "Disclosing Party") to disclose to the other (the "Receiving Party") information of a confidential or proprietary nature (irrespective o... | This clause is about confidentiality. The clause says: "WHEREAS Secure Transportation and the Company wish to enter into discussions during which it will be necessary for each party (the "Disclosing Party") to disclose to the other (the "Receiving Party") information of a confidential or proprietary nature (irrespectiv... | kiddothe2b/contract-nli |
The obligations imposed upon herein shall not apply to Confidential Information which is: 5.1 already in the legal possession of the Receiving Party at the date hereof; 5.2 not, directly or indirectly, made known, divulged, published or publicized by the act of any Party; 5.3 generally available to the public through n... | Auditing this clause, the obligation it imposes is: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.. That reading is supported by the operative language: "The obligations imposed upon herein shall not appl... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
During the Term of this Agreement, except as otherwise permitted by this Section 3(a)(v), VS agrees that it shall not enter into the same or substantially similar Commitments with any other company or entity which performs clinical research services the same or similar to those provided by PPD or any PPD affiliate (col... | Obligation audit (Most Favored Nation):
1. What the clause obligates: The provision falls under the Most Favored Nation category. The party subject to this clause must perform (or refrain from performing) the act described, and the obligation is a binding term of the agreement, not a mere recital.
2. Trigger / timing... | This clause is about Most Favored Nation. The parties should review it carefully. It is important to understand what the contract says. You should consult a lawyer if you have questions about your obligations under this provision. Generally speaking, contracts create obligations for both parties, and each party must pe... | dvgodoy/CUAD_v1_Contract_Understanding_clause_classification |
(b) 'Confidential Information' shall mean all information or data disclosed (whether in writing, orally or by any other means) to one party by the other party or by a third party on behalf of the other party and shall include but not be limited to | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "(b) 'Confidential Information' shall mean all information or data disclosed (whether in writing, orally or by any other means) to one party by th... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
2. Each party will treat the confidential information disclosed to it by the other party as a secret and confidential and will not except with the prior written consent of the other, make use of the same except for the purpose of evaluation thereof, nor disclose the same to any third party except, and then only to the ... | Auditing this clause, the obligation it imposes is: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).. That reading is supported by the operative language: "2. Each party will treat the confidential information disclosed to it by t... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally or visually, complete written summaries of all proprietary aspects of any such oral or visual disclosures shall have been delivered to the receiving Party within 20 calendar d... | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Except as otherwise provided by this Agreement or in the event that either Party sells or otherwise transfers its Station to another (in which case such Party shall be required to assign to the Buyer, and such Buyer shall be required to assume, this Agreement, in its entirety), neither Party hereto shall assign its rig... | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Except as otherwise provided by this Agreement or in the event that either P... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. | Auditing this clause, the obligation it imposes is: Agreement shall not grant Receiving Party any right to Confidential Information.. That reading is supported by the operative language: "Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof.". The clause states ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
This Agreement shall be effective as of the date first written above and shall continue in full force and effect until the last disclosure of Confidential Information by one Party to another and shall survive the term of this Agreement for a period of two (2) years thereafter, provided, however that as to any item of C... | Auditing this clause, the obligation it imposes is: "This Agreement shall be effective as of the date first written above and shall continue in full force and effect until the last disclosure of Confidential Information by one Party to another and shall survive the term of this Agreement for a period of two (2) years t... | This clause is about confidentiality. The clause says: "This Agreement shall be effective as of the date first written above and shall continue in full force and effect until the last disclosure of Confidential Information by one Party to another and shall survive the term of this Agreement for a period of two (2) year... | kiddothe2b/contract-nli |
3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requir... | Auditing this clause, the obligation it imposes is: "3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the ... | This clause is about confidentiality. The clause says: "3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to t... | kiddothe2b/contract-nli |
Within ten (10) business days of a written demand by a Disclosing Party, the Receiving Party shall either return (to the Disclosing Party) or destroy all Confidential Information, together with any copies, accompanied by a letter executed by an authorized representative of the Receiving Party to the effect that all suc... | Auditing this clause, the obligation it imposes is: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.. That reading is supported by the operative language: "Within ten (10) business days of a written demand by a Disclosing Party, the Receiving Par... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Any proposed transfer by you (regardless of the form of transfer) shall be subject to the same terms and conditions contained in the Franchise Agreement. As used herein, the term "Transfer" shall mean any sale, assignment, gift, pledge, mortgage or any other encumbrance, transfer by bankruptcy, transfer by judicial ord... | This clause creates a Change Of Control obligation: it triggers rights (often termination or consent) when a party undergoes a change of control, such as a merger, acquisition, or sale of substantially all assets. Reading the operative language, the duty is: "Any proposed transfer by you (regardless of the form of tran... | This clause is about Change Of Control. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
(b) 'Confidential Information' shall mean all information or data disclosed (whether in writing, orally or by any other means) to one party by the other party or by a third party on behalf of the other party and shall include but not be limited to (A) any information ascertainable by the inspection or analysis of samp... | Auditing this clause, the obligation it imposes is: "(b) 'Confidential Information' shall mean all information or data disclosed (whether in writing, orally or by any other means) to one party by the other party or by a third party on behalf of the other party and shall include but not be limited to (A) any informatio... | This clause is about confidentiality. The clause says: "(b) 'Confidential Information' shall mean all information or data disclosed (whether in writing, orally or by any other means) to one party by the other party or by a third party on behalf of the other party and shall include but not be limited to (A) any informa... | kiddothe2b/contract-nli |
7. All Confidential Information disclosed by Disclosor to Recipient shall remain the property of Disclosor. The Recipient will return to the Disclosor, upon request, any documents or other tangible materials disclosed by the Disclosor or generated by the Recipient pertaining to the Discussion. 8. Neither this Agreemen... | Auditing this clause, the obligation it imposes is: "7. All Confidential Information disclosed by Disclosor to Recipient shall remain the property of Disclosor. The Recipient will return to the Disclosor, upon request, any documents or other tangible materials disclosed by the Disclosor or generated by the Recipient p... | This clause is about confidentiality. The clause says: "7. All Confidential Information disclosed by Disclosor to Recipient shall remain the property of Disclosor. The Recipient will return to the Disclosor, upon request, any documents or other tangible materials disclosed by the Disclosor or generated by the Recipien... | kiddothe2b/contract-nli |
The Parties’ obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws. | Auditing this clause, the obligation it imposes is: "The Parties’ obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws.". A common misreading is that the clause requires: "Some obligations of Agreement may survive termination of Agreement." — but that is ... | This clause is about confidentiality. The clause says: "The Parties’ obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws.". So the parties are required to do: "Some obligations of Agreement may survive termination of Agreement.". They should just comply ... | kiddothe2b/contract-nli |
The Member shall: a) not disclose any Confidential Information or Proprietary Information unless expressly authorised by the ICC Court; b) use any Confidential Information or Proprietary Information exclusively for the purpose of its collaboration with the ICC Court and not for its own or anyone else’s benefit; c) keep... | Auditing this clause, the obligation it imposes is: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.. That reading is supported by the operative language: "The Member shall: a) not disclose any Confidential Information or Proprietary Information unl... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
FMI agrees that the pricing terms for Products and Services provided by FMI to Roche herein, and services provided under the Molecular Information Platform Program, are, and will be, at least as favorable as the pricing terms granted by FMI to any existing customer or collaborator for such (or substantially similar) pr... | Obligation audit (Most Favored Nation):
1. What the clause obligates: The provision falls under the Most Favored Nation category. The party subject to this clause must perform (or refrain from performing) the act described, and the obligation is a binding term of the agreement, not a mere recital.
2. Trigger / timing... | This clause is about Most Favored Nation. The parties should review it carefully. It is important to understand what the contract says. You should consult a lawyer if you have questions about your obligations under this provision. Generally speaking, contracts create obligations for both parties, and each party must pe... | dvgodoy/CUAD_v1_Contract_Understanding_clause_classification |
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent prac... | Auditing this clause, the obligation it imposes is: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.. That reading is supported by the operative language: "Notwithstanding anything in the foregoing to the c... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
The Confidential Materials shall not include information that: (i) is or becomes publicly available other than as a result of acts by Buyer in breach of this Agreement: (ii) is in Buyer’s possession before disclosure by the Owner or is independently derived by Buyer without the aid, application or use of the Confiden... | Auditing this clause, the obligation it imposes is: "The Confidential Materials shall not include information that: (i) is or becomes publicly available other than as a result of acts by Buyer in breach of this Agreement: (ii) is in Buyer’s possession before disclosure by the Owner or is independently derived by Buye... | This clause is about confidentiality. The clause says: "The Confidential Materials shall not include information that: (i) is or becomes publicly available other than as a result of acts by Buyer in breach of this Agreement: (ii) is in Buyer’s possession before disclosure by the Owner or is independently derived by B... | kiddothe2b/contract-nli |
8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other righ... | Auditing this clause, the obligation it imposes is: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.. That reading is supported by the operative language: "8. Upon written request of a Party who has disclosed Proprietary Information to a receivin... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as ma... | Auditing this clause, the obligation it imposes is: "Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right o... | This clause is about confidentiality. The clause says: "Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary righ... | kiddothe2b/contract-nli |
Unless governed by contrary confidentiality provisions contained in any definitive agreement between the parties, the termination of this Agreement or the conclusion of the discussions between the parties regarding the Purpose (the “Exchange End Date”), the commitments of Recipient shall survive and continue for a peri... | Auditing this clause, the obligation it imposes is: Some obligations of Agreement may survive termination of Agreement.. That reading is supported by the operative language: "Unless governed by contrary confidentiality provisions contained in any definitive agreement between the parties, the termination of this Agreeme... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
This Agreement imposes no obligation upon Participant with respect to Confidential Information that (a) was known to Participant before receipt from Google, as evidenced by Participant’s files and records in existence before the time of disclosure; (b) is or becomes publicly available through no fault of Participant;... | Auditing this clause, the obligation it imposes is: Receiving Party may acquire information similar to Confidential Information from a third party.. That reading is supported by the operative language: "This Agreement imposes no obligation upon Participant with respect to Confidential Information that (a) was known to... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Orally given information need only be kept secret if designated as confidential information at the time of its disclosure and supplied in addition within 14 (fourteen) days to the receiving party in summarised written form marked as confidential. | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "Orally given information need only be kept secret if designated as confidential information at the time of its disclosure and supplied in additio... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. | Auditing this clause, the obligation it imposes is: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.. That reading is supported by the operative language: "Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. | Auditing this clause, the obligation it imposes is: Receiving Party may create a copy of some Confidential Information in some circumstances.. That reading is supported by the operative language: "The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contem... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database by the Receiving Party without the prior consent of the Disclosing Party except for such copies and storage as may reasonably be required internally by the Receiving Party for the Purpose. | Auditing this clause, the obligation it imposes is: Receiving Party may create a copy of some Confidential Information in some circumstances.. That reading is supported by the operative language: "6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database b... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) [License Grant] without Licensor's prior written consent, which shall not be unreasonably withheld or delayed. | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Except as otherwise specified in the previous sentence, Licensee may not sub... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
The following items are not covered by the concept of this Confidential Information: (i) Information in the public domain at the effective date of the Confidentiality Agreement or information which becomes part of the public domain other than through non-compliance with the Confidentiality Agreement. (ii) Information t... | Auditing this clause, the obligation it imposes is: Receiving Party may acquire information similar to Confidential Information from a third party.. That reading is supported by the operative language: "The following items are not covered by the concept of this Confidential Information: (i) Information in the public do... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
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. | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Company will not sublicense pass-through or otherwise grant to any third par... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
In the event of the death or incapacity of an individual franchisee, or any partner or shareholder of you which is a partnership or corporation, where the aforesaid provisions of Paragraph XVIII have not been fulfilled within the time provided, all rights licensed to you under this Agreement shall, at our option, termi... | This clause creates a Change Of Control obligation: it triggers rights (often termination or consent) when a party undergoes a change of control, such as a merger, acquisition, or sale of substantially all assets. Reading the operative language, the duty is: "In the event of the death or incapacity of an individual fra... | This clause is about Change Of Control. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
Information will be retained for a period agreed between the parties and destroyed by an agreed method. Agreed purposes are: To provide communication support in line with Deafness Resource Centre terms and conditions Agreed retention period: upon completion of assignment and invoicing | Auditing this clause, the obligation it imposes is: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.. That reading is supported by the operative language: "Information will be retained for a period agreed between the parties and destroyed by an agreed method. Agre... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Nevertheless, the party possessing the confidential information may keep one piece of the duplicates of the documents or materials described above only for the purpose enshrined in Article 4 hereunder, without breaching other provisions of this agreement. | Auditing this clause, the obligation it imposes is: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.. That reading is supported by the operative language: "Nevertheless, the party possessing the confidential information may keep one piece of the ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
4. The restrictions above will not apply to Confidential Information which: (a) Is known by the receiving party at the time of receipt; (b) Is or becomes a part of the public domain without a breach of this Agreement by the receiving party; (c) The receiving party obtains from a third party under conditions permitting ... | Auditing this clause, the obligation it imposes is: Receiving Party may independently develop information similar to Confidential Information.. That reading is supported by the operative language: "4. The restrictions above will not apply to Confidential Information which: (a) Is known by the receiving party at the tim... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non... | Auditing this clause, the obligation it imposes is: Receiving Party may independently develop information similar to Confidential Information.. That reading is supported by the operative language: "Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information w... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. | Auditing this clause, the obligation it imposes is: "6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses.". A common misreading is that the ... | This clause is about confidentiality. The clause says: "6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses.". So the parties are required t... | kiddothe2b/contract-nli |
1. Buyer agrees not to disclose or reveal any Confidential Information, including the existence of the Listing, to any persons or entities other than Buyer’s employees or representatives who are directly participating in the evaluation of the information, and only then in connection with the proposed acquisition. | Auditing this clause, the obligation it imposes is: Receiving Party may share some Confidential Information with some of Receiving Party's employees.. That reading is supported by the operative language: "1. Buyer agrees not to disclose or reveal any Confidential Information, including the existence of the Listing, to ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
2.2 “Confidential Information” as used throughout this Agreement herein shall mean any and all trade secrets and any and all data or information not generally known outside of the Disclosing Party, regardless of form, proprietary to or maintained in confidence by the Disclosing Party, including but not limited to any a... | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "2.2 “Confidential Information” as used throughout this Agreement herein shall mean any and all trade secrets and any and all data or information ... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
1. As used in this Agreement the term "Proprietary Information" shall mean any information, whether in writing or other documentary form, in oral or visual or machine readable form, or in the form of algorithms, samples or models, disclosed by one Party (the "Disclosing Party") to another Party (the "Receiving Party") ... | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "1. As used in this Agreement the term "Proprietary Information" shall mean any information, whether in writing or other documentary form, in oral... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 ... | Auditing this clause, the obligation it imposes is: "2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party w... | This clause is about confidentiality. The clause says: "2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other part... | kiddothe2b/contract-nli |
Customer may, without Manufacturer's consent, assign the rights and obligations of this Agreement (i) on a Product-by-Product basis, to a Third Party in connection with a bona fide transfer, sale or divestiture of all or substantially all of its business to which such Product relates or in the event of such business's ... | This clause creates a Anti-Assignment obligation: it restricts a party's ability to assign or transfer its rights or obligations under the agreement without the other party's prior written consent. Reading the operative language, the duty is: "Customer may, without Manufacturer's consent, assign the rights and obligati... | This clause is about Anti-Assignment. The parties should just comply with the agreement and act in good faith. If there is a dispute, they should talk to a lawyer about their options. | CUAD_v1_Contract_Understanding_clause_classification |
Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; | Auditing this clause, the obligation it imposes is: "Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confident... | This clause is about confidentiality. The clause says: "Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confid... | kiddothe2b/contract-nli |
(e) "Confidential Information" shall mean all information of the disclosing party, whether commercial, financial, technical or otherwise, disclosed to the recipient in connection with the Business Purpose specified in the Schedule hereto ("the Business Purpose") (whether disclosed orally, in documentary form, by demons... | Auditing this clause, the obligation it imposes is: Confidential Information may include verbally conveyed information.. That reading is supported by the operative language: "(e) "Confidential Information" shall mean all information of the disclosing party, whether commercial, financial, technical or otherwise, disclos... | This clause is about confidentiality and information handling. The parties should just keep the information confidential and act reasonably. If there is any question, they should consult counsel about their general obligations. | kiddothe2b/contract-nli |
All rights in and title to the Confidential Information shall remain in the exclusive ownership of the Disclosing Party. Neither the execution and delivery of this Agreement herein, nor the furnishing of any Confidential Information by the Disclosing Party, shall be construed as granting to the Receiving Party, either... | Auditing this clause, the obligation it imposes is: "All rights in and title to the Confidential Information shall remain in the exclusive ownership of the Disclosing Party. Neither the execution and delivery of this Agreement herein, nor the furnishing of any Confidential Information by the Disclosing Party, shall be... | This clause is about confidentiality. The clause says: "All rights in and title to the Confidential Information shall remain in the exclusive ownership of the Disclosing Party. Neither the execution and delivery of this Agreement herein, nor the furnishing of any Confidential Information by the Disclosing Party, shall... | kiddothe2b/contract-nli |
Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right: (i) only if r... | Obligation audit (Change Of Control):
1. What the clause obligates: The provision falls under the Change Of Control category. The party subject to this clause must perform (or refrain from performing) the act described, and the obligation is a binding term of the agreement, not a mere recital.
2. Trigger / timing: Th... | This clause is about Change Of Control. The parties should review it carefully. It is important to understand what the contract says. You should consult a lawyer if you have questions about your obligations under this provision. Generally speaking, contracts create obligations for both parties, and each party must perf... | dvgodoy/CUAD_v1_Contract_Understanding_clause_classification |
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CONTRACT_OBLIGATION_AUDIT
A preference dataset for CONTRACT_OBLIGATION_AUDIT, harvested from real, human-labelled sources and curated by an automated harvesting harness with an LLM quality gate.
Format
Standard preference / DPO schema — each row:
| column | meaning |
|---|---|
prompt |
the request (originally clause) |
chosen |
the human-preferred response |
rejected |
a worse response to the same prompt |
source |
the dataset/URL the row was harvested from |
Splits
80/10/10 train / validation / test (seeded shuffle): train:1133 / validation:141 / test:143
Stats
- Rows: 1417
- Distinct sources: 3
Sources
CUAD_v1_Contract_Understanding_clause_classificationdvgodoy/CUAD_v1_Contract_Understanding_clause_classificationkiddothe2b/contract-nli
Provenance
Each row's chosen/rejected distinction comes from a real human signal (upvotes, accepted answers, ratings, or a real strong-vs-weak reply). Rows passed an automated quality gate checking that chosen is a clean response (not a transcript), the chosen/rejected contrast is about quality (not length), and the row is on-intent.
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