Contract Understanding Atticus Dataset (CUAD) Clause Label

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A Contract Understanding Atticus Dataset (CUAD) Clause Label is a classification label used to identify and categorize specific contract clauses within contract agreements in Contract Understanding Atticus Dataset (CUAD).

  • Context:
    • It can (typically) be used in for training machine learning models to recognize and understand various aspects of legal documents.
    • It can (often) cover a wide range of contractual elements, including but not limited to party identification, agreement dates, governing law, intellectual property rights, and liability clauses.
    • It can (typically) facilitate the automation of due diligence processes in legal contract review, reducing the time and effort required for human reviewers to analyze complex contract documents.
    • It can (often) support the development of AI applications aimed at enhancing the efficiency, accuracy, and consistency of legal document analysis across various industries.
    • ...
  • Example(s):
    • "Document Name" is a CUAD Clause Label that identifies the title or name of a contract.
    • "Governing Law" is a CUAD Clause Label that specifies which jurisdiction's laws will govern the interpretation and enforcement of the contract.
    • "Intellectual Property Rights" is a CUAD Clause Label that outlines the ownership, use, and protection of intellectual property created or used under the contract.
    • ...
  • Counter-Example(s):
    • A Natural Language Processing (NLP) Task is not a CUAD Clause Label but rather a broader category of computational linguistics focused on the interaction between computers and humans using the natural language.
    • A Legal Document Template is not a CUAD Clause Label but a pre-formulated document framework used to create new legal documents.
  • See: Contract Analysis, Legal Document Classification, Machine Learning in Law, Text Classification.

References

2024

Label Explanation Answer Category Yes Count No Count
Document Name The name of the contract Contract Name - -
Parties The two or more parties who signed the contract Entity or individual names - -
Agreement Date The date of the contract Date (mm/dd/yyyy) - -
Effective Date The date that the contract was effective Date (mm/dd/yyyy) - -
Expiration Date On what date will the contract's initial term expire? Date (mm/dd/yyyy) / Perpetual - -
Renewal Term What is the renewal term after the initial term expires? This includes automatic extensions and extensions with prior notice. [Successive] number of years/months/ Perpetual - -
Notice to Terminate What is the notice period required to terminate, without which notice the contract will auto-renew? Number of days/months/year(s) - -
Governing Law Which state/country's law governs the interpretation of the contract? Name of a US State / non-US Province, Country - -
Most Favored Nation 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? Yes/No 28 482
Non-Compete 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? This category also includes the exceptions or carveouts. Yes/No 119 391
Exclusivity 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). Yes/No 180 330
No-Solicit of Customers 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)? Yes/No 34 476
Competitive Restriction Exception This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above. Yes/No 76 434
No-Solicit of Employees 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)? Yes/No 59 451
Non-Disparagement Is there a requirement on a party not to disparage the counterparty? Yes/No 38 472
Termination for Convenience Can a party terminate this contract without cause (solely by giving notice and allowing a waiting period to expire)? Yes/No 183 327
Right of First Refusal, Offer or Negotiation (ROFR/ROFO/ROFN) 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? Yes/No 85 425
Change of Control 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? Yes/No 121 389
Anti-Assignment Is consent or notice required of a party if the contract is assigned to a third party? Yes/No 51 459
Revenue/Profit Sharing Is one party required to share revenue or profit with the counterparty for any technology, goods, or services? Yes/No 52 458
Price Restriction Is there a restriction on the ability of a party to raise or reduce prices of technology, goods, or services provided? Yes/No 44 466
Minimum Commitment 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? Yes/No 126 384
Volume Restriction Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold? Yes/No 58 452
IP Ownership Assignment 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? Yes/No 190 320
Joint IP Ownership Is there any clause for joint or shared ownership of intellectual property between the parties to the contract? Yes/No 20 490
License Grant Does the contract contain a license granted by one party to its counterparty? Yes/No 257 253
Non-Transferable License Does the contract limit the ability of a party to transfer the license being granted to a third party? Yes/No 59 451
Affiliate IP License-Licensor Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? Yes/No 22 488
Affiliate IP License-Licensee Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor? Yes/No 33 477
Unlimited/All-You-Can-Eat License Is there a provision granting one party an “enterprise,” “all you can eat” or unlimited usage license? Yes/No 19 491
Irrevocable or Perpetual License Does the contract contain a license grant that is irrevocable or perpetual? Yes/No 93 417
Source Code Escrow 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.)? Yes/No 13 497
Post-Termination Services 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? Yes/No 182 328
Audit Rights Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract? Yes/No 214 296
Uncapped Liability 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. Yes/No 111 399
Cap on Liability 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. Yes/No 275 235
Liquidated Damages 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)? Yes/No 61 449
Warranty Duration What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract? Number of months or years - -
Insurance Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty? Yes/No 167 343
Covenant not to Sue 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? Yes/No 100 410
Third Party Beneficiary 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? Yes/No 33 477
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