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 |