Datasets:

avishekh27
/

adaption-legal-clause-classifier

This dataset contains pairs of legal agreement clauses and their corresponding classifications, focusing primarily on termination conditions and intellectual property license grants. Each sample includes a prompt presenting a specific contract excerpt and a completion that identifies the clause type along with relevant entities such as parties, durations, or amounts. The content is designed for training models to automatically categorize legal text into predefined contractual categories.

Dataset size

There are 28,347 data points in this dataset. This is an instruction tuning dataset.

Quality of Remastered Dataset

The final quality is B, with a relative quality improvement of 74.0%.

Domain

Legal (100%)

Language

English (100%)

Tone

Professional (48%)
Analytical (36%)
Technical (16%)

Evaluation Results

Quality Gains:
Grade Improvement:
Percentile Chart:

Downloads last month: 50

Total file size:

174 MB

prompt string	completion string	enhanced_prompt string	enhanced_completion string	clause_type string
Classify this legal agreement clause: The Operator grants to the Owner the limited right to use any Training Materials provided under this Agreement, and the Owner agrees that upon termination of this Agreement for any reason, the Owner shall return all Training Materials, including any copies, to the Operator.	This is an IP Ownership / License clause: It specifies who owns the intellectual property created under the agreement or details regarding license grants. Specifically, the party referenced in this clause is the Owner.	Classify the following legal agreement clause by identifying its primary legal function (e.g., License Grant, Return of Property, Termination Obligation): "The Operator grants to the Owner the limited right to use any Training Materials provided under this Agreement, and the Owner agrees that upon termination of this ...	This clause serves a dual primary legal function, operating as both a Limited License Grant and a Return of Property Obligation. The first half ("The Operator grants to the Owner the limited right to use...") establishes a non-exclusive, restricted license, defining the scope of the Owner's authorized use of t...	ip_ownership
Classify this legal agreement clause: IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointed by Dynamic Hearing (and to which IntriCon has no reasonable objection) during ordinary business hours at any time during the Term and for a period of one year followi...	This is a Termination clause: Conditions and process for ending the agreement, notice periods.	# Task: Legal Clause Classification Analyze the legal agreement clause provided below and classify its primary type and function (e.g., Audit Rights, Inspection Clause, Record Keeping). ## Input Clause "IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointe...	### 1. Classification Audit Rights and Inspection Clause (specifically focused on Royalty Verification). ### 2. Summary This clause imposes a primary obligation on IntriCon to maintain and provide access to financial records for the purpose of verifying royalty payments owed to Dynamic Hearing. Dynamic Hea...	termination
Classify this legal agreement clause: 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.	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients.	Classify the legal agreement clause provided below. Identify the type of obligation (e.g., best efforts, reasonable efforts, strict liability) and note any limiting conditions. Clause: "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecoopera...	Classification of Obligation The clause imposes a Best Efforts obligation on Party A. This classification is derived from the explicit use of the phrase "make best efforts," which legally mandates a higher standard of performance than "reasonable efforts." Under this standard, Party A is required to take all ...	non_compete
Classify this legal agreement clause: For the avoidance of doubt, the Agent currently uses and/or may in the future use the Canada Marks on products in categories other than non-selective weedkillers for Lawn & Garden Use, and the license granted to Monsanto herein shall not affect or restrict the Agent's rights in suc...	This is a IP Ownership / License clause: Who owns intellectual property created under the agreement, or license grants.	Analyze the following legal agreement clause and classify its primary function (e.g., reservation of rights, scope limitation, or non-restriction). Provide a concise explanation supporting your classification. Clause to Analyze: "For the avoidance of doubt, the Agent currently uses and/or may in the future use the Can...	Classification: Reservation of Rights Explanation: This clause functions primarily as a reservation of rights, explicitly preserving the Agent's authority to utilize the "Canada Marks" in product categories outside the specific field of use licensed to Monsanto (non-selective weedkillers for Lawn & Garden Use)...	ip_ownership
Classify this legal agreement clause: In addition, PPI shall during the remainder of the Term and for a period of up to [] ([]) years thereafter continue to manufacture and supply the Product to EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product	This is a Termination clause: Conditions and process for ending the agreement, notice periods. Specifically, this clause's party referenced: PPI.	Classify the following legal agreement clause based on its primary obligation and duration. Analyze the specific duties regarding manufacturing, supply, pricing, and the conditions for termination. Clause to Classify: "In addition, PPI shall during the remainder of the Term and for a period of up to [] ([]) years ...	### Clause Classification: Post-Term Transitional Manufacturing and Supply Obligation Primary Obligation The clause establishes a mandatory continuity of supply obligation. Specifically, it requires the manufacturer (PPI) to maintain production and delivery of the Product to the buyer (EKR) under a **cost-reco...	termination
Classify this legal agreement clause: Agreement may be terminated prior to the conclusion of the Term by giving written notice of termination: A. By either party as a result of default by the other party under this Agreement and failure to cure said default within thirty (30) days after notice of said default is given....	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's duration referenced: thirty (30) days; party referenced: Agreement.	Classify the following legal agreement clause by identifying the specific termination conditions and parties involved. Analyze the text provided between the delimiters below. <legal_clause> Agreement may be terminated prior to the conclusion of the Term by giving written notice of termination: A. By either party as a ...	### Classification of Termination Provisions The following analysis categorizes the termination rights, authorized parties, and associated conditions contained within the provided legal clause. #### 1. Termination for Default (Section A) * Grounds for Termination: Material default by one party under the Agreeme...	non_compete
Classify this legal agreement clause: 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...	This is a IP Ownership / License clause: Who owns intellectual property created under the agreement, or license grants.	Classify the following legal agreement clause based on its primary function and legal intent. Clause to Classify: "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" ...	1. Specific Type of Provision: This is a Trademark Phase-Out Right (or Transitional License) clause, specifically designed to manage brand separation post-spin-off. 2. Key Permissions and Restrictions: * Permissions: The clause grants SpinCo the limited right to continue using the Parent's name ("...	ip_ownership
Classify this legal agreement clause: This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to any rules of conflict of laws.	This is a Governing Law & Jurisdiction clause: Which jurisdiction's law applies and where disputes are heard. Specifically, this clause's party referenced: This Agreement.	Classify the following legal agreement clause by identifying its specific type and primary function: "This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to any rules of conflict of laws."	Clause Type: Governing Law Provision (also known as a Choice of Law clause). Primary Function: This clause establishes the substantive legal framework that will apply to the interpretation, validity, and enforcement of the agreement. By explicitly selecting the laws of the State of New York, the parties ensure...	governing_law_jurisdiction
Classify this legal agreement clause: The following acts constitute Class D breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liquidated damages of not less than RMB50,000 (RMB FIFTY THOUSAND) based on the consequenc...	This is a Penalty / Liquidated Damages clause: Pre-agreed amounts payable on breach or delay. Specifically, this clause's party referenced: Party B.	Classify the following legal agreement clause based on its type, severity, and prescribed remedies. Clause to Analyze: "The following acts constitute Class D breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liq...	1. Classification: This is a Compound Breach and Remedy Clause. It functions simultaneously as a definition of specific breach categories, a mandate for immediate cure, a stipulation of liquidated damages, and a grant of unilateral termination rights. 2. Severity Level: Class D Breach. Under the hierar...	penalty_liquidated_damages
Classify this legal agreement clause: 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 entirely within that <omitted> state.	This is a Governing Law & Jurisdiction clause: Which jurisdiction's law applies and where disputes are heard. Specifically, this clause's party referenced: This Agreement.	Classify the following legal agreement clause by identifying its specific type and primary function: "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 entirely within that <omitted> state."	Clause Type: Governing Law Clause (also known as a Choice-of-Law Provision). Primary Function: This provision establishes the substantive legal framework that will control the interpretation, validity, and enforcement of the agreement. By designating the laws of the State of New York, it ensures that any dispu...	governing_law_jurisdiction
Classify this legal agreement clause: THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGAR...	This is a Governing Law & Jurisdiction clause: Which jurisdiction's law applies and where disputes are heard.	Classify the following legal agreement clause by identifying its specific type and primary function: "THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GE...	Clause Classification: Governing Law and Choice of Law Provision (with Specific Statutory Incorporation) Primary Function: This clause serves to establish the substantive legal framework that will dictate the interpretation, validity, and enforcement of the agreement. Its specific functions are threefold: 1. ...	governing_law_jurisdiction
Classify this legal agreement clause: Further, during the Term, except as otherwise provided herein, neither T&B nor any of its Affiliates may <omitted> (2) contact, solicit, or direct any person or entity to contact or solicit, any of the customers of (or customers set forth in the Customer Data) for the purpose of pr...	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's party referenced: Affiliates.	### Task: Legal Clause Classification Analyze the legal agreement clause provided below and classify its primary type (e.g., Non-Solicitation, Termination Right, License Grant, etc.). Instructions: 1. Identify the Core Subject: Determine the main legal obligation or right described in the text. 2. **Handle Mi...	Classification: Non-Solicitation (Primary); Termination Right (Secondary) Reasoning: The primary obligation established by this clause is a restrictive covenant prohibiting T&B and its Affiliates from soliciting customers for competing products. This is evidenced by the core operative language: "neither T&B no...	non_compete
Classify this legal agreement clause: This Agreement is governed by and construed in accordance with the laws of the State of Virginia.	This is a Governing Law & Jurisdiction clause: Which jurisdiction's law applies and where disputes are heard.	Classify the following legal agreement clause by identifying its specific contract type (e.g., Governing Law, Jurisdiction, Choice of Law): "This Agreement is governed by and construed in accordance with the laws of the State of Virginia."	This clause is classified as a Governing Law provision (also commonly referred to as a Choice of Law clause). It explicitly stipulates that the substantive laws of the State of Virginia will control the interpretation, validity, and enforcement of the agreement, ensuring that any legal analysis regarding the c...	governing_law_jurisdiction
Classify this legal agreement clause: This Agreement, which is in English, shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof.	This is a Governing Law & Jurisdiction clause: Which jurisdiction's law applies and where disputes are heard.	# Task: Legal Clause Classification Analyze the specific legal agreement clause provided below and classify its type. Instructions: 1. Identify the primary legal function of the clause (e.g., Governing Law, Jurisdiction, Choice of Law). 2. Provide a concise classification label. 3. Briefly explain the key element...	Primary Legal Function: Governing Law Classification Label: Choice of Law Clause Key Elements Leading to Classification: The clause explicitly dictates the substantive legal framework applicable to the agreement through the operative phrase "shall be governed by and construed in accordance with the laws o...	governing_law_jurisdiction
Classify this legal agreement clause: Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the <omitted> Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distri...	This is a IP Ownership / License clause: Who owns intellectual property created under the agreement, or license grants.	# Task: Legal Clause Classification Analyze the legal agreement clause provided below and classify its primary legal nature (e.g., License Grant, Reservation of Rights, Intellectual Property Restriction). ## Input Clause "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a ...	Core Legal Mechanism The clause establishes a limited, non-exclusive license to resell specific goods while explicitly carving out and retaining all ownership rights (title, interest, and intellectual property) in the underlying software. It functions as a definitional boundary separating the right to distribute fr...	ip_ownership
Classify this legal agreement clause: VIP shall have no liability with respect to its obligations under this agreement or otherwise for consequential, exemplary, special, indirect, incidental or punitive damages even if it has been advised of the possibility of such damages in any event, other than claims covered by pa...	This is a Limitation of Liability clause: Caps or excludes the amount or type of liability a party can be held to. Specifically, this clause's duration referenced: twelve (12) month; party referenced: VIP.	# Task: Legal Clause Classification Analyze the legal agreement clause provided below and classify its primary type and function. ## Instructions 1. Identify the Clause Type: Determine the specific legal category of this clause (e.g., Limitation of Liability, Exclusion of Damages, Cap on Damages). 2. **Summarize ...	- Clause Classification: Limitation of Liability (comprising both an Exclusion of Consequential Damages and a Cap on Direct Damages) - Primary Function: To strictly allocate risk by eliminating VIP's exposure to indirect and punitive losses while capping its total financial liability for direct claims to the sp...	limitation_of_liability
Classify this legal agreement clause: Subject to the terms contained herein, PAPA JOHN'S and ABG agree and acknowledge that during the Term of this Agreement and for one (1) year thereafter, ABG shall be prohibited from granting any rights for CELEBRITY identical or similar to the rights granted to PAPA JOHN'S hereunde...	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's duration referenced: one (1) year; party referenced: ABG.	Analyze the legal agreement clause provided below and classify its primary legal function (e.g., Exclusivity, Non-Compete, Termination Condition). In your analysis: 1. Identify the core restriction imposed on ABG. 2. Specify the standard duration of this restriction. 3. Detail the reduced duration applicable if termi...	Primary Legal Function: Exclusivity 1. Core Restriction Imposed on ABG ABG shall be prohibited from granting any rights for CELEBRITY identical or similar to the rights granted to PAPA JOHN'S hereunder to any entity other than PAPA JOHN'S for the purpose of directly promoting, advertising, making an appearance...	non_compete
Classify this legal agreement clause: At the end of *** Parties will negotiate in good faith regarding a possible extension of the Initial Term.	This is a Renewal / Auto-Renewal clause: Whether and how the agreement renews, and notice required to prevent renewal.	Classify the following legal agreement clause based on its primary function and legal nature: "At the end of *** Parties will negotiate in good faith regarding a possible extension of the Initial Term."	This clause functions as a Good Faith Negotiation Covenant regarding the renewal or extension of the agreement's term. Legally, it is characterized as an agreement to agree rather than a binding commitment to extend the contract itself. Its primary nature is procedural; it imposes a duty on the parties to enga...	renewal_auto_renewal
Classify this legal agreement clause: Kitov hereby grants to Dexcel a fully paid, limited, non-exclusive licence to use Kitov Data as much as required for the provision of the Services by Dexcel.	This is an IP Ownership / Licence clause: It specifies who owns the intellectual property created under the agreement, or details regarding licence grants. Specifically, the party referenced in this clause is Kitov.	Classify the following legal agreement clause by identifying its type (e.g., License Grant, Confidentiality, Termination) and key attributes (e.g., exclusivity, scope, payment status): "Kitov hereby grants to Dexcel a fully paid, limited, non-exclusive licence to use Kitov Data as much as required for the provision of...	Clause Classification: License Grant Key Attributes: * Licensor: Kitov * Licensee: Dexcel * Subject Matter: Kitov Data * Exclusivity Status: Non-exclusive (the Licensor retains the right to grant similar licenses to third parties). * Scope of Use: Limited strictly to the extent re...	ip_ownership
Classify this legal agreement clause: CONSULTANT further agrees that it will not directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the Company or its owners, officers, directors, or employees in any forum or through any medium of communication.	This is a Confidentiality / NDA clause: Defines what information is confidential and the obligations to protect it. Specifically, this clause's amount referenced: rs,.	Classify the legal agreement clause provided below. Instructions: 1. Analyze the text to determine its specific legal function (e.g., Non-Disparagement, Confidentiality, Indemnification). 2. Provide the classification name and a brief justification based on the key terms used in the text. Clause to Classify: "CONSULT...	Classification: Non-Disparagement Justification: The clause functions as a strict prohibition against negative speech, identified by the operative verbs "defame," "disparage," and "publicly criticize." It explicitly safeguards the "reputation," "integrity," and "veracity" of the Company and its affiliates (own...	confidentiality
Classify this legal agreement clause: Further, during the Term, except as otherwise provided herein, neither T&B nor any of its Affiliates may (1) offer to sell or sell any product or service that is the same or similar to the Products in the Exclusive Field of Use, <omitted> provided, however, that T&B, in its sole an...	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's party referenced: Affiliates.	# Task: Legal Clause Classification Analyze the provided legal text and classify the specific type of agreement clause it represents (e.g., Exclusivity, Termination, Royalty, etc.). If the text contains multiple distinct provisions, identify and classify each one. ## Input Text ``` Further, during the Term, except as...	1. Exclusivity / Non-Compete * Justification: The initial portion of the text imposes a negative covenant on T&B and its Affiliates, prohibiting them from offering or selling products or services that are the same or similar to the licensed Products within the "Exclusive Field of Use." This restrictive covena...	non_compete
Classify this legal agreement clause: THIS SECTION 12 SETS FORTH THE SOLE AND ---------------------------- EXCLUSIVE LIABILITY OF THE COMPANY FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.	This is a Limitation of Liability clause: Caps or excludes the amount or type of liability a party can be held to.	Classify the following legal agreement clause based on its primary function and legal intent: "THIS SECTION 12 SETS FORTH THE SOLE AND ---------------------------- EXCLUSIVE LIABILITY OF THE COMPANY FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS." Provide the specific legal classification for this claus...	Classification: Exclusive Remedy for Intellectual Property Infringement This clause functions as a Limitation of Liability specifically structured as an Exclusive Remedy. Its primary legal intent is to contractually cap the company's exposure regarding third-party intellectual property infringement claims...	limitation_of_liability
Classify this legal agreement clause: Subject to Section 2(e), the grant set out in Clause 2(b)(i) is exclusive such that Ehave shall not license any other Person to, nor may Ehave itself, license, sub-license the use of, or provide services similar to, the Ehave Companion Solution within the Field of Use anywhere in t...	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's party referenced: Ehave.	# Task: Legal Clause Classification Analyze the legal agreement clause provided below and classify its primary type (e.g., Exclusive License, Non-Compete, Grant of Rights). ## Instructions 1. Identify the Core Provision: Determine the specific legal right or restriction being established. 2. **Analyze Key Constr...	Classification: Exclusive License with Negative Covenant Analysis: The core provision establishes an exclusive grant of rights regarding the "Ehave Companion Solution." The clause explicitly restricts the licensor (Ehave) through a negative covenant, prohibiting them from: 1. Licensing any third party ("a...	non_compete
Classify this legal agreement clause: The maximum aggregate liability of the Service Provider shall be limited to Rs. 233,000.	Establishes the maximum aggregate liability and excludes certain categories of damages entirely.	Classify the following legal agreement clause by identifying its specific type and primary function: "The maximum aggregate liability of the Service Provider shall be limited to Rs. 233,000."	Clause Type: Limitation of Liability (specifically, an Aggregate Liability Cap). Primary Function: This clause serves as a risk allocation mechanism designed to cap the Service Provider's total financial exposure arising from the contract. By establishing a fixed ceiling of Rs. 233,000, it ensures that regardl...	limitation_of_liability
Classify this legal agreement clause: The Client reserves the right to terminate this Agreement immediately if the Vendor fails to meet SLA requirements.	Sets out how and when the agreement can be brought to an end — notice-based, breach-triggered, or automatic.	# Task: Legal Clause Classification ## Instructions Analyze the legal agreement clause provided below and classify its primary function or type (e.g., Termination, Indemnification, Confidentiality). ## Input Clause "The Client reserves the right to terminate this Agreement immediately if the Vendor fails to meet SLA...	Termination for Cause	termination
Classify this legal agreement clause: Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee conducts any clinical development of, markets, sells or distributes any Competitive Product in the Territory, whether directly or indirectly through the intermediary of a Third Party or its ...	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's party referenced: Bioeq.	Classify the following legal agreement clause by identifying its primary legal function (e.g., Termination, Restrictive Covenant, Definition) and the specific conditions triggering that function. Clause to analyze: "Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee conducts an...	Primary Legal Function: Termination for Cause (specifically, Termination based on Breach of Restrictive Covenant). Specific Triggering Conditions: The right to terminate is triggered immediately upon the occurrence of any of the following "Restricted Activities" conducted by the Licensee (directly, indirectly,...	non_compete
Classify this legal agreement clause: For clarity, nothing in this Section 3.1 limits the Supplier's liability under this Agreement or under law, including liability for negligence, willful misconduct and failure to comply with Product Specifications; [* * *].	This is a Limitation of Liability clause: It caps or excludes the amount or type of liability a party can be held responsible for.	Classify the following legal agreement clause based on its primary function and legal effect: "For clarity, nothing in this Section 3.1 limits the Supplier's liability under this Agreement or under law, including liability for negligence, willful misconduct and failure to comply with Product Specifications; [* * *]." ...	Classification: Non-Limitation of Liability (also functioning as a Carve-Out or Savings Clause) Explanation: This clause operates as an express preservation of the Supplier's full legal exposure, ensuring that any preceding or surrounding limitations of liability within Section 3.1 (or the Agreement generally)...	limitation_of_liability
Classify this legal agreement clause: Customer grants to IBM: 1. an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, distribute (internally and externally) copies of, and prepare derivative works based on Type I Materials; and 2. the right to authorize others to do any...	This is a IP Ownership / License clause: Who owns intellectual property created under the agreement, or license grants.	Classify the following legal agreement clause by identifying its primary type (e.g., License Grant, Sublicense Right) and key attributes (e.g., exclusivity, revocability, scope). Clause to analyze: "Customer grants to IBM: 1. an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display,...	Primary Classification Customer License Grant to Vendor (with Sublicense Right) This clause constitutes a inbound license grant where the Customer acts as the licensor and IBM acts as the licensee. It is distinct from a standard vendor-to-customer software license; rather, it empowers the vendor to utilize spe...	ip_ownership
Classify this legal agreement clause: IN NO EVENT WILL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILI...	This is a Limitation of Liability clause: Caps or excludes the amount or type of liability a party can be held to.	Classify the following legal agreement clause by identifying its specific type and primary function within a contract. Clause to analyze: "IN NO EVENT WILL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HO...	Clause Classification: Limitation of Liability (specifically, an Exclusion of Consequential and Indirect Damages). Primary Function: The primary function of this clause is risk allocation and financial exposure management. It serves to strictly cap the vendor's (Cisco's) potential financial liability by comple...	limitation_of_liability
Classify this legal agreement clause: Cremer shall supply Ultragenyx exclusively with the Product worldwide	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's party referenced: Cremer.	# Task: Legal Clause Classification Analyze the provided legal agreement clause and classify its primary contractual nature (e.g., Exclusivity, Supply, Territory). ## Input Clause "Cremer shall supply Ultragenyx exclusively with the Product worldwide" ## Instructions 1. Identify the core obligation defined in the cl...	Classification: Exclusive Worldwide Supply Justification: The clause establishes a dual obligation centered on the provision of goods. First, it imposes a mandatory duty on Cremer to "supply" the Product, defining the core performance requirement. Second, it restricts this supply relationship through the term ...	non_compete
Classify this legal agreement clause: Any attempted assignment without such consent shall be void and of no effect.	This is a Anti-Assignment clause: Restricts a party's ability to transfer, assign, or delegate its rights or obligations under the agreement to a third party without consent.	Classify the following legal agreement clause by identifying its specific type and primary function (e.g., Non-Assignment, Voiding Provision). Provide a brief explanation of how the language enforces this classification. Clause: "Any attempted assignment without such consent shall be void and of no effect."	Classification: Anti-Assignment Clause with a Voiding Provision. Primary Function: To strictly prohibit the transfer of contractual rights or duties to a third party without prior consent and to legally nullify any unauthorized transfer attempts, thereby maintaining the original privity of contract between the...	anti_assignment
Classify this legal agreement clause: The Database Insights <omitted> Term may be extended at Roche's option, upon [...***...] notice to FMI as specified in Section 19.13, for additional three (3) year periods, during any period of time in which Roche is a majority shareholder of FMI (each a "Database Renewal Term").	This is a Renewal / Auto-Renewal clause: Whether and how the agreement renews, and notice required to prevent renewal. Specifically, this clause's duration referenced: three (3) years; party referenced: Term.	Classify the following legal agreement clause based on its function and conditions: "The Database Insights <omitted> Term may be extended at Roche's option, upon [...***...] notice to FMI as specified in Section 19.13, for additional three (3) year periods, during any period of time in which Roche is a majority shareh...	Classification Category: Renewal Option (Contingent on Shareholder Status) Summary of Key Conditions for Activation: The activation of this clause is subject to three concurrent conditions: 1. Unilateral Discretion: The extension is solely at Roche's option; it is not automatic nor does it require mutual ...	renewal_auto_renewal
Classify this legal agreement clause: Pursuant to the DA, and subject to its terms, ARGO agreed to appoint YEC as the exclusive distributor of its products in the Territory specified therein, and YEC agreed to market and distribute Argo's products in a professional manner	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients.	Classify the following legal agreement clause based on its primary contractual function (e.g., Appointment, Exclusivity, Distribution Obligations). Clause to analyze: "Pursuant to the DA, and subject to its terms, ARGO agreed to appoint YEC as the exclusive distributor of its products in the Territory specified therei...	Classification: Appointment and Exclusivity Justification: The clause serves a dual function centered on the establishment of the commercial relationship. First, it effectuates the Appointment by explicitly stating that ARGO has agreed to appoint YEC as its distributor. Second, it defines the scope of this...	non_compete
Classify this legal agreement clause: HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached ...	This is a IP Ownership / License clause: Who owns intellectual property created under the agreement, or license grants.	Classify the legal nature of the following agreement clause: "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assign...	This clause constitutes a present assignment of future rights (also known as an assignatio futura) regarding specific intellectual property assets. Legally, the language "will assign" operates not merely as a promise to assign at a later date, but as an immediate transfer of equitable title that attaches to the ...	ip_ownership
Classify this legal agreement clause: Neither Party may assign or otherwise transfer this Agreement (or any of its rights or obligations hereunder) without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent to an entity that acquires all or substantiall...	This is a Anti-Assignment clause: Restricts a party's ability to transfer, assign, or delegate its rights or obligations under the agreement to a third party without consent. Specifically, this clause's party referenced: Neither Party.	# Task: Legal Clause Classification Analyze the legal agreement clause provided below and classify its type. Identify the primary legal mechanism described (e.g., Assignment, Transfer, Change of Control) and note any specific exceptions or conditions mentioned. ## Input Clause "Neither Party may assign or otherwise t...	Classification: Assignment and Transfer Clause (with Change of Control Exception) Key Constraints: - Restriction: Neither party is permitted to assign or transfer the agreement, or any rights or obligations under it, without obtaining the prior written consent of the other party. - Exception: Consent i...	anti_assignment
Classify this legal agreement clause: During the term of this Agreement, the Distributor agrees that neither it nor any organisation or entity controlled or directed by it shall, without Airspan's prior written consent, represent a manufacturer or supplier of products similar in design or performance to, or which are o...	This is a Non-Compete / Non-Solicit clause: It restricts a party from competing, or from soliciting employees or clients. Specifically, the party referenced in this clause is the Agreement Distributor.	Classify the following legal agreement clause by identifying its primary type (e.g., Non-Compete, Exclusivity, Confidentiality) and providing a brief justification based on the text. Clause to classify: "During the term of this Agreement, the Distributor agrees that neither it nor any organisation or entity controlled...	Primary Classification: Exclusivity (specifically, a Non-Compete or Competitive Representation Restriction). Justification: The clause functions as a restrictive covenant prohibiting the Distributor from representing competing manufacturers during the agreement's term. The operative language—"shall... represen...	non_compete
Classify this legal agreement clause: 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 "...	This is a Renewal / Auto-Renewal clause: Whether and how the agreement renews, and notice required to prevent renewal. Specifically, this clause's duration referenced: 90 days; party referenced: This Agreement.	Classify the following legal agreement clause based on its primary function and key terms: "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 automati...	This clause functions as a Term and Renewal provision that establishes a fixed four-year initial "Consultation Period," subject to early termination under Section 4 or extension by mutual agreement, and mandates an automatic renewal mechanism for successive one-year periods unless the Company exercises its unil...	renewal_auto_renewal
Classify this legal agreement clause: Bioamber and Cargill agree to waive any and all claims against each other for consequential, punitive, incidental, special, or other forms of "exemplary" losses whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including any losses ...	This is a Limitation of Liability clause: Caps or excludes the amount or type of liability a party can be held to.	Classify the legal function of the following agreement clause. Specifically, identify it as a limitation of liability, waiver of consequential damages, or similar legal mechanism based on the text provided. Clause to analyze: "Bioamber and Cargill agree to waive any and all claims against each other for consequential,...	This clause functions primarily as a waiver of consequential and exemplary damages, while simultaneously serving as a broad limitation of liability regarding specific categories of loss. The provision explicitly extinguishes the right to assert claims for indirect losses—specifically identifying consequential,...	limitation_of_liability
Classify this legal agreement clause: For purposes of this Agreement, "Competitive Company" means any company that eDiets reasonably presents as, and Women.com reasonably agrees is, a direct competitor to eDiets by distributing on-line content principally relating to diets and diet counseling, including, but not limite...	This is a Non-Compete / Non-Solicit clause: Restricts a party from competing, or from soliciting employees/clients. Specifically, this clause's amount referenced: rs,.	Classify the following legal agreement clause based on its function and definition scope: "For purposes of this Agreement, "Competitive Company" means any company that eDiets reasonably presents as, and Women.com reasonably agrees is, a direct competitor to eDiets by distributing on-line content principally relating t...	Classification: Definitional Clause (Specifically, a Restricted Definition of "Competitive Company") Functional Analysis: This clause serves as a scope-limiting definition designed to operationalize non-compete or exclusivity obligations within the agreement. Its primary function is to establish an objecti...	non_compete
Classify this legal agreement clause: This Agreement may not be assigned by the Professional under any circumstances.	This is a Anti-Assignment clause: Restricts a party's ability to transfer, assign, or delegate its rights or obligations under the agreement to a third party without consent. Specifically, this clause's party referenced: This Agreement.	Classify the following legal agreement clause based on its primary function and legal implication: "This Agreement may not be assigned by the Professional under any circumstances."	Classification: Non-Assignment Clause (Absolute Prohibition) Primary Function: This clause operates as a strict contractual bar preventing the "Professional" from transferring their rights or delegating their duties under the agreement to any third party. Its primary purpose is to ensure that the counterparty ...	anti_assignment