| [ |
| { |
| "id": 1, |
| "name": "Document Name", |
| "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract" |
| }, |
| { |
| "id": 2, |
| "name": "Parties", |
| "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract" |
| }, |
| { |
| "id": 3, |
| "name": "Agreement Date", |
| "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract" |
| }, |
| { |
| "id": 4, |
| "name": "Effective Date", |
| "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective" |
| }, |
| { |
| "id": 5, |
| "name": "Expiration Date", |
| "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?" |
| }, |
| { |
| "id": 6, |
| "name": "Renewal Term", |
| "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice." |
| }, |
| { |
| "id": 7, |
| "name": "Notice Period To Terminate Renewal", |
| "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?" |
| }, |
| { |
| "id": 8, |
| "name": "Governing Law", |
| "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?" |
| }, |
| { |
| "id": 9, |
| "name": "Most Favored Nation", |
| "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?" |
| }, |
| { |
| "id": 10, |
| "name": "Non-Compete", |
| "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?" |
| }, |
| { |
| "id": 11, |
| "name": "Exclusivity", |
| "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both)." |
| }, |
| { |
| "id": 12, |
| "name": "No-Solicit Of Customers", |
| "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?" |
| }, |
| { |
| "id": 13, |
| "name": "Competitive Restriction Exception", |
| "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above." |
| }, |
| { |
| "id": 14, |
| "name": "No-Solicit Of Employees", |
| "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?" |
| }, |
| { |
| "id": 15, |
| "name": "Non-Disparagement", |
| "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?" |
| }, |
| { |
| "id": 16, |
| "name": "Termination For Convenience", |
| "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?" |
| }, |
| { |
| "id": 17, |
| "name": "Rofr/Rofo/Rofn", |
| "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?" |
| }, |
| { |
| "id": 18, |
| "name": "Change Of Control", |
| "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?" |
| }, |
| { |
| "id": 19, |
| "name": "Anti-Assignment", |
| "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?" |
| }, |
| { |
| "id": 20, |
| "name": "Revenue/Profit Sharing", |
| "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?" |
| }, |
| { |
| "id": 21, |
| "name": "Price Restrictions", |
| "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?" |
| }, |
| { |
| "id": 22, |
| "name": "Minimum Commitment", |
| "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?" |
| }, |
| { |
| "id": 23, |
| "name": "Volume Restriction", |
| "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?" |
| }, |
| { |
| "id": 24, |
| "name": "Ip Ownership Assignment", |
| "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?" |
| }, |
| { |
| "id": 25, |
| "name": "Joint Ip Ownership", |
| "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?" |
| }, |
| { |
| "id": 26, |
| "name": "License Grant", |
| "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?" |
| }, |
| { |
| "id": 27, |
| "name": "Non-Transferable License", |
| "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?" |
| }, |
| { |
| "id": 28, |
| "name": "Affiliate License-Licensor", |
| "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?" |
| }, |
| { |
| "id": 29, |
| "name": "Affiliate License-Licensee", |
| "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?" |
| }, |
| { |
| "id": 30, |
| "name": "Unlimited/All-You-Can-Eat-License", |
| "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?" |
| }, |
| { |
| "id": 31, |
| "name": "Irrevocable Or Perpetual License", |
| "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?" |
| }, |
| { |
| "id": 32, |
| "name": "Source Code Escrow", |
| "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?" |
| }, |
| { |
| "id": 33, |
| "name": "Post-Termination Services", |
| "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?" |
| }, |
| { |
| "id": 34, |
| "name": "Audit Rights", |
| "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?" |
| }, |
| { |
| "id": 35, |
| "name": "Uncapped Liability", |
| "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation." |
| }, |
| { |
| "id": 36, |
| "name": "Cap On Liability", |
| "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery." |
| }, |
| { |
| "id": 37, |
| "name": "Liquidated Damages", |
| "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?" |
| }, |
| { |
| "id": 38, |
| "name": "Warranty Duration", |
| "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?" |
| }, |
| { |
| "id": 39, |
| "name": "Insurance", |
| "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?" |
| }, |
| { |
| "id": 40, |
| "name": "Covenant Not To Sue", |
| "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?" |
| }, |
| { |
| "id": 41, |
| "name": "Third Party Beneficiary", |
| "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?" |
| } |
| ] |
