Category (incl. context and answer),Description,Answer Format,Group
Category: Document Name,Description: The name of the contract,Answer Format: Contract Name,Group: -
Category: Parties,Description: The two or more parties who signed the contract,Answer Format: Entity or individual names,Group: -
Category: Agreement Date,Description: The date of the contract,Answer Format: Date (mm/dd/yyyy),Group: 1
Category: Effective Date,Description: The date when the contract is effective ,Answer Format: Date (mm/dd/yyyy),Group: 1
Category: Expiration Date,Description: On what date will the contract's initial term expire?,Answer Format: Date (mm/dd/yyyy) / Perpetual,Group: 1
Category: Renewal Term,Description: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.,Answer Format: [Successive] number of years/months / Perpetual,Group: 1
Category: Notice Period to Terminate Renewal,Description: What is the notice period required to terminate renewal?,Answer Format: Number of days/months/year(s),Group: 1
Category: Governing Law,Description: Which state/country's law governs the interpretation of the contract?,"Answer Format: Name of a US State / non-US Province, Country",Group: -
Category: Most Favored Nation,"Description: 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?",Answer Format: Yes/No,Group: -
Category: Non-Compete,Description: 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? ,Answer Format: Yes/No,Group: 2
Category: Exclusivity,"Description: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” 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  collaborating or working with other parties), whether during the contract or  after the contract ends (or both).",Answer Format: Yes/No,Group: 2
Category: No-Solicit of Customers,"Description: 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)?",Answer Format: Yes/No,Group: 2
Category: Competitive Restriction Exception,"Description: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.",Answer Format: Yes/No,Group: 2
Category: No-Solicit of Employees,"Description: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the  counterparty, whether during the contract or after the contract ends (or both)?",Answer Format: Yes/No,Group: -
Category: Non-Disparagement,Description: Is there a requirement on a party not to disparage the counterparty?,Answer Format: Yes/No,Group: -
Category: Termination for Convenience,Description: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?,Answer Format: Yes/No,Group: -
Category: Rofr/Rofo/Rofn,"Description: 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?",Answer Format: Yes/No,Group: -
Category: Change of Control,"Description: 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?",Answer Format: Yes/No,Group: 3
Category: Anti-Assignment,Description: Is consent or notice required of a party if the contract is assigned to a third party?,Answer Format: Yes/No,Group: 3
Category: Revenue/Profit Sharing,"Description: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?",Answer Format: Yes/No,Group: -
Category: Price Restrictions,"Description: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?",Answer Format: Yes/No,Group: -
Category: Minimum Commitment,Description: 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?,Answer Format: Yes/No,Group: -
Category: Volume Restriction,"Description: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?",Answer Format: Yes/No,Group: -
Category: IP Ownership Assignment,"Description: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?",Answer Format: Yes/No,Group: -
Category: Joint IP Ownership,Description: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?,Answer Format: Yes/No,Group: -
Category: License Grant,Description: Does the contract contain a license granted by one party to its counterparty?,Answer Format: Yes/No,Group: 4
Category: Non-Transferable License,Description: Does the contract limit the ability of a party to transfer the license being granted to a third party?,Answer Format: Yes/No,Group: 4
Category: Affiliate License-Licensor,Description: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ,Answer Format: Yes/No,Group: 4
Category: Affiliate License-Licensee,Description: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?,Answer Format: ,Group: 4
Category: Unlimited/All-You-Can-Eat-License,"Description: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?",Answer Format: Yes/No,Group: 4
Category: Irrevocable or Perpetual License,Description: Does the contract contain a  license grant that is irrevocable or perpetual?,Answer Format: Yes/No,Group: 4
Category: Source Code Escrow,"Description: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?",Answer Format: Yes/No,Group: -
Category: Post-Termination Services,"Description: 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?",Answer Format: Yes/No,Group: 5
Category: Audit Rights,"Description: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?",Answer Format: Yes/No,Group: 5
Category: Uncapped Liability,Description: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.,Answer Format: Yes/No,Group: 6
Category: Cap on Liability,Description: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.,Answer Format: Yes/No,Group: 6
Category: Liquidated Damages,Description: 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)?,Answer Format: Yes/No,Group: -
Category: Warranty Duration,"Description: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?",Answer Format: Number of months or years,Group: -
Category: Insurance,Description: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?,Answer Format: Yes/No,Group: -
Category: Covenant Not to Sue,Description: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?,Answer Format: Yes/No,Group: -
Category: Third Party Beneficiary,Description: 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?,Answer Format: Yes/No,Group: -