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Benchmarks / Contracts

Contract Clause Classification

Classify a contract clause into one of eight categories drawn from the CUAD taxonomy: Governing Law, Non-Compete, Indemnification, Limitation of Liability, Confidentiality, Termination, Assignment, Force Majeure. The core skill behind contract-review products.

system: "You are a careful U.S. lawyer taking a graded exam. Answer with exactly one category from this list, spelled exactly: Governing Law, Non-Compete, Indemnification, Limitation of Liability, Confidentiality, Termination, Assignment, Force Majeure."

Items (12)

  1. 1.
    Clause: 'This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.'
    gold: Governing Law
  2. 2.
    Clause: 'During the Term and for a period of eighteen (18) months thereafter, Consultant shall not, directly or indirectly, engage in any business that competes with the Company within the United States.'
    gold: Non-Compete
  3. 3.
    Clause: 'Supplier shall defend, indemnify and hold harmless Buyer and its affiliates from and against any and all losses, damages, liabilities and expenses arising out of any third-party claim alleging that the Products infringe any patent.'
    gold: Indemnification
  4. 4.
    Clause: 'In no event shall either party be liable for any indirect, incidental, special or consequential damages, and each party's aggregate liability under this Agreement shall not exceed the fees paid in the twelve months preceding the claim.'
    gold: Limitation of Liability
  5. 5.
    Clause: 'Recipient shall hold the Disclosing Party's Confidential Information in strict confidence and shall not disclose it to any third party without prior written consent, for a period of five years following disclosure.'
    gold: Confidentiality
  6. 6.
    Clause: 'Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.'
    gold: Termination
  7. 7.
    Clause: 'Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except to a successor in connection with a merger or sale of substantially all of its assets.'
    gold: Assignment
  8. 8.
    Clause: 'Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or governmental action.'
    gold: Force Majeure
  9. 9.
    Clause: 'THE TOTAL CUMULATIVE LIABILITY OF LICENSOR FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).'
    gold: Limitation of Liability
  10. 10.
    Clause: 'Customer agrees to indemnify Provider against all claims, damages and costs, including reasonable attorneys' fees, arising from Customer's use of the Services in violation of applicable law.'
    gold: Indemnification
  11. 11.
    Clause: 'This Agreement shall automatically terminate upon the filing by or against either party of a petition in bankruptcy that is not dismissed within sixty (60) days.'
    gold: Termination
  12. 12.
    Clause: 'Employee acknowledges that all customer lists, pricing data and product roadmaps are trade secrets of the Company and agrees not to use or disclose them during or after employment.'
    gold: Confidentiality