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b/full/validation-tasksource-addition-aebc640a1ba7.parquet @@ -1,3 +1,3 @@ version https://git-lfs.github.com/spec/v1 -oid sha256:94a4335e1d36abac762a45ada7e3774d7374baf005f8dd1cab79627a92bef168 -size 1212204 +oid sha256:681d995705e3d17f072296891fd47c4b03ca266b8a298b85de14d9babcaf6c05 +size 1217867 diff --git a/full/validation-tasksource-addition-b221677e3faf.parquet b/full/validation-tasksource-addition-b221677e3faf.parquet index cd20330c96f79b7d36364d6ce77435113d286dcc..41e6cd09bf83bc22408cba155087dffec75458c7 100644 --- a/full/validation-tasksource-addition-b221677e3faf.parquet +++ b/full/validation-tasksource-addition-b221677e3faf.parquet @@ -1,3 +1,3 @@ version https://git-lfs.github.com/spec/v1 -oid sha256:77e0359f9937611c06679be68aa4d7a86f856ff5cc2fabba7c8a69a2743f94b2 -size 61721 +oid sha256:c2d8cdce07258d88f1f92a2c8dc0f3ee9939c5db5c03d1c2a4fdc8f5522cbcee +size 61398 diff --git a/full/validation-tasksource-addition-b3e70284a0c4.parquet b/full/validation-tasksource-addition-b3e70284a0c4.parquet index a6d1b516b26c979f7aaebbd462eea828c7b29176..73c65406a63086340784417ad5641d22df808b02 100644 --- a/full/validation-tasksource-addition-b3e70284a0c4.parquet +++ b/full/validation-tasksource-addition-b3e70284a0c4.parquet @@ -1,3 +1,3 @@ version https://git-lfs.github.com/spec/v1 -oid sha256:02f119129017cd1d67e6f2df1f16129e4ca5bc9026151728b3f4c426d80a13cd -size 2005066 +oid sha256:f852e8a7679b8c34bbe3604c906fde344e28997f9fae11cec4e6839c545caf89 +size 2004171 diff --git a/release-audit.json b/release-audit.json index 41b985326a1083a1a3914e14a5cdf0573be35a1c..01dadedc22c220b410a939b6c9ac3ec7a9e2a4f0 100644 --- a/release-audit.json +++ b/release-audit.json @@ -8,7 +8,7 @@ }, "splits": { "train": { - "rows": 2582811, + "rows": 2581777, "sources": { "AES2-essay-scoring": 3080, "AdjectiveScaleProbe-nli": 5017, @@ -583,7 +583,6 @@ "reclor": 5180, "pragmeval/squinky-formality": 383, "regset": 6065, - "wouldyourather": 1034, "synthetic-retrieval-NLI/binary": 1667, "silicone/sem": 1280, "recast_white/dpr": 1617, @@ -740,11 +739,11 @@ }, "kinds": { "score": 191858, - "choice": 2028104, + "choice": 2027070, "noul": 362849 }, "variants": { - "direct": 2236956, + "direct": 2235922, "label_verification": 81080, "instruction_paraphrase": 38875, "paired_text_format": 27344, @@ -754,7 +753,7 @@ "license_use": { "non-commercial": 260645, "unspecified": 858787, - "commercial": 1463379 + "commercial": 1462345 }, "families": { "AES2-essay-scoring": 3080, @@ -1081,7 +1080,6 @@ "procedural-typed-decisions/needle_retrieval": 19998, "reclor": 5180, "regset": 6065, - "wouldyourather": 1034, "synthetic-retrieval-NLI": 5066, "recast_white": 4913, "vitaminc": 5327, @@ -1165,13 +1163,13 @@ "formats": { "Classification": 1253147, "MultipleChoice": 791480, - "graded": 250000, + "graded": 248966, "procedural": 249999, "TokenClassification": 38185 } }, "validation": { - "rows": 20039, + "rows": 20010, "sources": { "HelpSteer3/edit_quality": 24, "HelpSteer3/preference": 25, @@ -1355,7 +1353,6 @@ "scruples/verdict_votes": 75, "sick/relatedness": 74, "sts-companion": 90, - "wouldyourather": 29, "procedural-typed-decisions/arithmetic": 120, "procedural-typed-decisions/entity_belief_tracking": 120, "procedural-typed-decisions/event_state_reconstruction": 120, @@ -1876,12 +1873,12 @@ "streusle/verb": 100 }, "kinds": { - "choice": 16507, + "choice": 16478, "noul": 2063, "score": 1469 }, "variants": { - "direct": 18116, + "direct": 18087, "criteria_permutation": 443, "label_verification": 455, "instruction_paraphrase": 235, @@ -1889,7 +1886,7 @@ "packed_derived": 616 }, "license_use": { - "commercial": 11811, + "commercial": 11782, "non-commercial": 2012, "unspecified": 6216 }, @@ -1988,7 +1985,6 @@ "scruples": 75, "sick": 103, "sts-companion": 90, - "wouldyourather": 29, "procedural-typed-decisions/arithmetic": 120, "procedural-typed-decisions/entity_belief_tracking": 120, "procedural-typed-decisions/event_state_reconstruction": 120, @@ -2291,13 +2287,13 @@ "formats": { "Classification": 11394, "MultipleChoice": 5195, - "graded": 1500, + "graded": 1471, "procedural": 1500, "TokenClassification": 450 } }, "test": { - "rows": 21107, + "rows": 21075, "sources": { "HelpSteer3/edit_quality": 26, "HelpSteer3/preference": 23, @@ -2480,7 +2476,6 @@ "scruples/verdict_votes": 78, "sick/relatedness": 79, "sts-companion": 95, - "wouldyourather": 32, "procedural-typed-decisions/arithmetic": 119, "procedural-typed-decisions/entity_belief_tracking": 120, "procedural-typed-decisions/event_state_reconstruction": 120, @@ -3000,12 +2995,12 @@ "streusle/verb": 100 }, "kinds": { - "choice": 17655, + "choice": 17623, "noul": 2127, "score": 1325 }, "variants": { - "direct": 19151, + "direct": 19119, "criteria_permutation": 492, "label_verification": 451, "instruction_paraphrase": 227, @@ -3013,7 +3008,7 @@ "paired_text_format": 134 }, "license_use": { - "commercial": 12092, + "commercial": 12060, "non-commercial": 2825, "unspecified": 6190 }, @@ -3111,7 +3106,6 @@ "scruples": 78, "sick": 109, "sts-companion": 95, - "wouldyourather": 32, "procedural-typed-decisions/arithmetic": 119, "procedural-typed-decisions/entity_belief_tracking": 120, "procedural-typed-decisions/event_state_reconstruction": 120, @@ -3413,7 +3407,7 @@ "formats": { "Classification": 12203, "MultipleChoice": 5454, - "graded": 1500, + "graded": 1468, "procedural": 1500, "TokenClassification": 450 } @@ -3421,16 +3415,16 @@ }, "mix": { "test": { - "rows": 21107, - "sources": 699 + "rows": 21075, + "sources": 698 }, "train": { - "rows": 1085126, - "sources": 727 + "rows": 1084481, + "sources": 726 }, "validation": { - "rows": 20039, - "sources": 701 + "rows": 20010, + "sources": 700 } }, "incremental_additions": [ @@ -8068,5 +8062,9 @@ } } } - ] + ], + "question_surface_repair": { + "manifest": "repairs/question-surfaces/manifest.json", + "parent_revision": "80dbc5cb4df366382a78ddbf4908f20e0e845eae" + } } diff --git a/repairs/question-surfaces/example-ids.parquet b/repairs/question-surfaces/example-ids.parquet new file mode 100644 index 0000000000000000000000000000000000000000..ca6c372c51762fdb50a477b57820baa89283fb94 --- /dev/null +++ b/repairs/question-surfaces/example-ids.parquet @@ -0,0 +1,3 @@ +version https://git-lfs.github.com/spec/v1 +oid sha256:705a51cd176d1eb46ae5710041f025a83f251ddfd0558682f8d76ef748ed6392 +size 636749 diff --git a/repairs/question-surfaces/examples.json b/repairs/question-surfaces/examples.json new file mode 100644 index 0000000000000000000000000000000000000000..716bf0c1f518aca77e1b88bcb4f6df49a5a73e44 --- /dev/null +++ b/repairs/question-surfaces/examples.json @@ -0,0 +1,2370 @@ +{ + "probability_words_nli/reasoning_1hop": [ + { + "id": "probability-words-nli-reasoning-1hop-4241424585:test:64", + "before_state": "text_A: There is a very good chance that Bernhard is gray. It is impossible that Lily is a swan. We doubt that Jessica is a cat.\ntext_B: It is unlikely that 'Bernhard is gray' or 'Lily is a swan' or both.", + "before_question": "Given the probabilities stated in text_A, is concluding text_B valid?", + "state": "There is a very good chance that Bernhard is gray. It is impossible that Lily is a swan. We doubt that Jessica is a cat.", + "question": "Given the context, is the following conclusion valid?\nIt is unlikely that 'Bernhard is gray' or 'Lily is a swan' or both.", + "options": [ + "invalid", + "valid" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "probability-words-nli-reasoning-1hop-4241424585:test:255", + "before_state": "text_A: It is probably the case that John went to the garden. It is improbable that Julius is gray. It is probably not the case that Lily is green.\ntext_B: It is probably not the case that 'Lily is green' or 'Julius is gray' or both.", + "before_question": "Given the probabilities stated in text_A, is concluding text_B valid?", + "state": "It is probably the case that John went to the garden. It is improbable that Julius is gray. It is probably not the case that Lily is green.", + "question": "Given the context, is the following conclusion valid?\nIt is probably not the case that 'Lily is green' or 'Julius is gray' or both.", + "options": [ + "invalid", + "valid" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "probability-words-nli-reasoning-1hop-4241424585:test:352", + "before_state": "text_A: It is highly likely that Greg is yellow. It is impossible that Mary went to the bedroom. There is a better than even chance that Julius is green.\ntext_B: It is impossible that either 'Greg is yellow' or 'Mary went to the bedroom' but not both.", + "before_question": "Given the probabilities stated in text_A, is concluding text_B valid?", + "state": "It is highly likely that Greg is yellow. It is impossible that Mary went to the bedroom. There is a better than even chance that Julius is green.", + "question": "Given the context, is the following conclusion valid?\nIt is impossible that either 'Greg is yellow' or 'Mary went to the bedroom' but not both.", + "options": [ + "invalid", + "valid" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + } + ], + "probability_words_nli/reasoning_2hop": [ + { + "id": "probability-words-nli-reasoning-2hop-e10bbfbc39:test:15", + "before_state": "text_A: It is almost certain that Brian is yellow. It is highly unlikely that Mary went to the hallway. There is little chance that John picked up the apple. There is a very good chance that if 'John picked up the apple' or 'Mary went to the hallway' or both then Sandra got the football. It is probable that if 'Brian is yellow' or 'John picked up the apple' or both then Julius is a lion. It is almost certain that if 'Mary went to the hallway and Brian is yellow' then Bernhard is a swan.\ntext_B: It is likely that 'Sandra got the football' or 'Julius is a lion' or both.", + "before_question": "Given the probabilities stated in text_A, is concluding text_B valid?", + "state": "It is almost certain that Brian is yellow. It is highly unlikely that Mary went to the hallway. There is little chance that John picked up the apple. There is a very good chance that if 'John picked up the apple' or 'Mary went to the hallway' or both then Sandra got the football. It is probable that if 'Brian is yellow' or 'John picked up the apple' or both then Julius is a lion. It is almost certain that if 'Mary went to the hallway and Brian is yellow' then Bernhard is a swan.", + "question": "Given the context, is the following conclusion valid?\nIt is likely that 'Sandra got the football' or 'Julius is a lion' or both.", + "options": [ + "invalid", + "valid" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "probability-words-nli-reasoning-2hop-e10bbfbc39:test:94", + "before_state": "text_A: Chances are slight that Greg is gray. There is a better than even chance that Emily is a sheep. It is highly likely that Mary went to the kitchen. It is likely that if 'Emily is a sheep' or 'Mary went to the kitchen' or both then Fred is in the cinema. It is impossible that if either 'Greg is gray' or 'Emily is a sheep' but not both then Lily is a swan. Chances are about even that if either 'Emily is a sheep' or 'Greg is gray' but not both then Bernhard is a lion.\ntext_B: It is probably the case that 'Bernhard is a lion and Greg is gray'.", + "before_question": "Given the probabilities stated in text_A, is concluding text_B valid?", + "state": "Chances are slight that Greg is gray. There is a better than even chance that Emily is a sheep. It is highly likely that Mary went to the kitchen. It is likely that if 'Emily is a sheep' or 'Mary went to the kitchen' or both then Fred is in the cinema. It is impossible that if either 'Greg is gray' or 'Emily is a sheep' but not both then Lily is a swan. Chances are about even that if either 'Emily is a sheep' or 'Greg is gray' but not both then Bernhard is a lion.", + "question": "Given the context, is the following conclusion valid?\nIt is probably the case that 'Bernhard is a lion and Greg is gray'.", + "options": [ + "invalid", + "valid" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "probability-words-nli-reasoning-2hop-e10bbfbc39:test:137", + "before_state": "text_A: It is highly likely that Brian is a frog. There is a very good chance that John went to the kitchen. It is probably the case that Lily is a rhino. Chances are about even that if either 'John went to the kitchen' or 'Brian is a frog' but not both then Daniel dropped the apple. We doubt that if 'John went to the kitchen' or 'Lily is a rhino' or both then Antoine is hungry. We believe that if 'Lily is a rhino' or 'John went to the kitchen' or both then Mary left the football.\ntext_B: There is little chance that 'John went to the kitchen' or 'Antoine is hungry' or both.", + "before_question": "Given the probabilities stated in text_A, is concluding text_B valid?", + "state": "It is highly likely that Brian is a frog. There is a very good chance that John went to the kitchen. It is probably the case that Lily is a rhino. Chances are about even that if either 'John went to the kitchen' or 'Brian is a frog' but not both then Daniel dropped the apple. We doubt that if 'John went to the kitchen' or 'Lily is a rhino' or both then Antoine is hungry. We believe that if 'Lily is a rhino' or 'John went to the kitchen' or both then Mary left the football.", + "question": "Given the context, is the following conclusion valid?\nThere is little chance that 'John went to the kitchen' or 'Antoine is hungry' or both.", + "options": [ + "invalid", + "valid" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + } + ], + "magpie/idiomatic": [ + { + "id": "magpie:test:6818:magpie-idiomatic-9964397cb2", + "before_state": "text_A: Town were on top in the second half and could have got something .\nThey won a penalty just after half - time when Martin Ling was pulled down , but Craig Maskell threw the kick away and with it went Swindon 's chances .\nIn the third division , Hereford United were [TARGET]seeing[/TARGET] [TARGET]stars[/TARGET] at Gillingham after letting in 2 early goals .\nNick Forster got them both .\nThere was no stopping the first , but the second ; well it was more to do with bad defence , than good attack .\ntext_B: Expression: see stars", + "before_question": "Is the marked expression used idiomatically or literally in this context?", + "state": "Town were on top in the second half and could have got something .\nThey won a penalty just after half - time when Martin Ling was pulled down , but Craig Maskell threw the kick away and with it went Swindon 's chances .\nIn the third division , Hereford United were [TARGET]seeing[/TARGET] [TARGET]stars[/TARGET] at Gillingham after letting in 2 early goals .\nNick Forster got them both .\nThere was no stopping the first , but the second ; well it was more to do with bad defence , than good attack .", + "question": "Is the marked expression used idiomatically or literally in this context?\nExpression: see stars", + "options": [ + "idiomatic", + "literal" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "magpie:test:1234:magpie-idiomatic-9964397cb2", + "before_state": "text_A: ‘ We had just played two games in three days , so I had the players in for a hot bath and a massage before taking them for a couple of pints of Guinness .\n‘ The locals were gobsmacked when us lot trooped in!’\nLike Walker , Gould is adamant that his team 's form is n't just a [TARGET]flash[/TARGET] [TARGET]in[/TARGET] the [TARGET]pan[/TARGET] .\n‘ I know what a lot of people are thinking .\nThey sneer and think it wo n't last,’ he said .\ntext_B: Expression: flash in the pan", + "before_question": "Is the marked expression used idiomatically or literally in this context?", + "state": "‘ We had just played two games in three days , so I had the players in for a hot bath and a massage before taking them for a couple of pints of Guinness .\n‘ The locals were gobsmacked when us lot trooped in!’\nLike Walker , Gould is adamant that his team 's form is n't just a [TARGET]flash[/TARGET] [TARGET]in[/TARGET] the [TARGET]pan[/TARGET] .\n‘ I know what a lot of people are thinking .\nThey sneer and think it wo n't last,’ he said .", + "question": "Is the marked expression used idiomatically or literally in this context?\nExpression: flash in the pan", + "options": [ + "idiomatic", + "literal" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "magpie:test:1266:magpie-idiomatic-9964397cb2", + "before_state": "text_A: Daisy said dreamily , ‘ I think he looks a dish .\nHe must have been a knock - out when he was young .\nAnd though he 's anti - hospital , his manners are [TARGET]out[/TARGET] [TARGET]of[/TARGET] [TARGET]this[/TARGET] [TARGET]world.’[/TARGET]\nShe looked over my head and smiled .\n‘ Ah , here 's Corporal Wix .\ntext_B: Expression: out of this world", + "before_question": "Is the marked expression used idiomatically or literally in this context?", + "state": "Daisy said dreamily , ‘ I think he looks a dish .\nHe must have been a knock - out when he was young .\nAnd though he 's anti - hospital , his manners are [TARGET]out[/TARGET] [TARGET]of[/TARGET] [TARGET]this[/TARGET] [TARGET]world.’[/TARGET]\nShe looked over my head and smiled .\n‘ Ah , here 's Corporal Wix .", + "question": "Is the marked expression used idiomatically or literally in this context?\nExpression: out of this world", + "options": [ + "idiomatic", + "literal" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + } + ], + "redial/preference": [ + { + "id": "redial:test:22459:101691:redial-preference-abcdfcb676", + "before_state": "text_A: Recommender: hello\nSeeker: Hi how are you?\nRecommender: how are you\nSeeker: I'm great. thanks for asking.\nRecommender: can i help you with a movie\nSeeker: Looking for good comedy movie... like Pineapple Express (2008) or Girls Trip (2017)\nRecommender: what tipe of movies do you like watch\nSeeker: I also really enjoyed Super Troopers (2001) can't wait for Super Troopers 2 (2018)\nSeeker: I love all kinds of movies, mostly comedies and stoner films.\nSeeker: I also like action like Bad Boys (1995)\nRecommender: Pitch Perfect or Scary Movie \nSeeker: Oh, what are those about?\nSeeker: I don't believe I've seen those.\nRecommender: yes\nRecommender: is good thase movie\nRecommender: and It (2017)\nRecommender: is of horror\nRecommender: do you like\nSeeker: Hmm, I'm over hearing about the new one I prefer the old It (1990) I heard the new one was lame.\nRecommender: movies of horror how It (1966)\nRecommender: ooh good\nRecommender: have a great day\nRecommender: good bye\nSeeker: Never seen that old one.\nSeeker: Thanks for the recommendation, will check it out.\ntext_B: Movie: Bad Boys (1995)", + "before_question": "Does the seeker express liking or disliking the movie or its recommendation in text_B, or do they not say?", + "state": "Recommender: hello\nSeeker: Hi how are you?\nRecommender: how are you\nSeeker: I'm great. thanks for asking.\nRecommender: can i help you with a movie\nSeeker: Looking for good comedy movie... like Pineapple Express (2008) or Girls Trip (2017)\nRecommender: what tipe of movies do you like watch\nSeeker: I also really enjoyed Super Troopers (2001) can't wait for Super Troopers 2 (2018)\nSeeker: I love all kinds of movies, mostly comedies and stoner films.\nSeeker: I also like action like Bad Boys (1995)\nRecommender: Pitch Perfect or Scary Movie \nSeeker: Oh, what are those about?\nSeeker: I don't believe I've seen those.\nRecommender: yes\nRecommender: is good thase movie\nRecommender: and It (2017)\nRecommender: is of horror\nRecommender: do you like\nSeeker: Hmm, I'm over hearing about the new one I prefer the old It (1990) I heard the new one was lame.\nRecommender: movies of horror how It (1966)\nRecommender: ooh good\nRecommender: have a great day\nRecommender: good bye\nSeeker: Never seen that old one.\nSeeker: Thanks for the recommendation, will check it out.", + "question": "Does the seeker express liking or disliking this movie or its recommendation, or do they not say?\nMovie: Bad Boys (1995)", + "options": [ + "disliked", + "liked", + "did not say" + ], + "target": [ + 0.0, + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "redial:test:22412:115908:redial-preference-abcdfcb676", + "before_state": "text_A: Recommender: hello\nRecommender: how are you\nRecommender: good night\nSeeker: Hello, I;m great and yourself?\nRecommender: what tipe of movies do you like watch\nRecommender: please\nSeeker: A little bit of everything, but I'd love suggestions for a good romantic comedy. Maybe something like Love Stinks (1999) .\nRecommender: Avengers: Infinity War (2018) you watch thas movie\nRecommender: ok movies about love\nSeeker: No I haven't. Not really what I'm looking for.\nRecommender: Fifty Shades Freed (2018)\nRecommender: is very good an hot thas movie\nRecommender: what you think\nSeeker: Is it romantic comedy or just raunchy romance because I don't want that either.\nSeeker: Something funny and playful, you know. Like 50 First Dates (2004)\nRecommender: comedy how Scary Movie \nRecommender: ok have a great nigth\nRecommender: good night\nSeeker: Yes you too. Good bye.\nRecommender: good bye\ntext_B: Movie: 50 First Dates (2004)", + "before_question": "Does the seeker express liking or disliking the movie or its recommendation in text_B, or do they not say?", + "state": "Recommender: hello\nRecommender: how are you\nRecommender: good night\nSeeker: Hello, I;m great and yourself?\nRecommender: what tipe of movies do you like watch\nRecommender: please\nSeeker: A little bit of everything, but I'd love suggestions for a good romantic comedy. Maybe something like Love Stinks (1999) .\nRecommender: Avengers: Infinity War (2018) you watch thas movie\nRecommender: ok movies about love\nSeeker: No I haven't. Not really what I'm looking for.\nRecommender: Fifty Shades Freed (2018)\nRecommender: is very good an hot thas movie\nRecommender: what you think\nSeeker: Is it romantic comedy or just raunchy romance because I don't want that either.\nSeeker: Something funny and playful, you know. Like 50 First Dates (2004)\nRecommender: comedy how Scary Movie \nRecommender: ok have a great nigth\nRecommender: good night\nSeeker: Yes you too. Good bye.\nRecommender: good bye", + "question": "Does the seeker express liking or disliking this movie or its recommendation, or do they not say?\nMovie: 50 First Dates (2004)", + "options": [ + "disliked", + "liked", + "did not say" + ], + "target": [ + 0.0, + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "redial:test:21692:135279:redial-preference-abcdfcb676", + "before_state": "text_A: Recommender: hello\nSeeker: Greetings\nRecommender: have you watched Deadpool 2 (2018)\nSeeker: I love Pitch Black (2000) , can you recommend anything like that?\nRecommender: great choice\nRecommender: I would recommend The Chronicles of Riddick (2004)\nSeeker: Oh yes, great series overall\nRecommender: or maybe Aliens (1986)\nSeeker: Yes! I love that movie\nRecommender: or The Thing (1982)\nSeeker: Oh cool, I never saw the original\nSeeker: Thanks so much!\nSeeker: Have a great night\nRecommender: You too! Goodbye!\ntext_B: Movie: Pitch Black (2000)", + "before_question": "Does the seeker express liking or disliking the movie or its recommendation in text_B, or do they not say?", + "state": "Recommender: hello\nSeeker: Greetings\nRecommender: have you watched Deadpool 2 (2018)\nSeeker: I love Pitch Black (2000) , can you recommend anything like that?\nRecommender: great choice\nRecommender: I would recommend The Chronicles of Riddick (2004)\nSeeker: Oh yes, great series overall\nRecommender: or maybe Aliens (1986)\nSeeker: Yes! I love that movie\nRecommender: or The Thing (1982)\nSeeker: Oh cool, I never saw the original\nSeeker: Thanks so much!\nSeeker: Have a great night\nRecommender: You too! Goodbye!", + "question": "Does the seeker express liking or disliking this movie or its recommendation, or do they not say?\nMovie: Pitch Black (2000)", + "options": [ + "disliked", + "liked", + "did not say" + ], + "target": [ + 0.0, + 1.0, + 0.0 + ], + "variant": "direct" + } + ], + "slurp/intent": [ + { + "id": "slurp:test:3829:slurp-intent-dd2971bc8b", + "before_state": "text_A: please remove the alarm that is set for weekdays at nine\ntext_B: ", + "before_question": "What is the intent of this utterance?", + "state": "please remove the alarm that is set for weekdays at nine", + "question": "What is the intent of this utterance?", + "options": [ + "alarm_query", + "alarm_remove", + "alarm_set", + "audio_volume_down", + "audio_volume_mute", + "audio_volume_other", + "audio_volume_up", + "calendar_query", + "calendar_remove", + "calendar_set", + "cooking_recipe", + "datetime_convert", + "datetime_query", + "email_addcontact", + "email_query", + "email_querycontact", + "email_sendemail", + "general_greet", + "general_joke", + "general_quirky", + "iot_cleaning", + "iot_coffee", + "iot_hue_lightchange", + "iot_hue_lightdim", + "iot_hue_lightoff", + "iot_hue_lighton", + "iot_hue_lightup", + "iot_wemo_off", + "iot_wemo_on", + "lists_createoradd", + "lists_query", + "lists_remove", + "music_dislikeness", + "music_likeness", + "music_query", + "music_settings", + "news_query", + "play_audiobook", + "play_game", + "play_music", + "play_podcasts", + "play_radio", + "qa_currency", + "qa_definition", + "qa_factoid", + "qa_maths", + "qa_stock", + "recommendation_events", + "recommendation_locations", + "recommendation_movies", + "social_post", + "social_query", + "takeaway_order", + "takeaway_query", + "transport_query", + "transport_taxi", + "transport_ticket", + "transport_traffic", + "weather_query" + ], + "target": [ + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "slurp:test:9878:slurp-intent-dd2971bc8b", + "before_state": "text_A: please resume my audiobook\ntext_B: ", + "before_question": "What is the intent of this utterance?", + "state": "please resume my audiobook", + "question": "What is the intent of this utterance?", + "options": [ + "alarm_query", + "alarm_remove", + "alarm_set", + "audio_volume_down", + "audio_volume_mute", + "audio_volume_other", + "audio_volume_up", + "calendar_query", + "calendar_remove", + "calendar_set", + "cooking_recipe", + "datetime_convert", + "datetime_query", + "email_addcontact", + "email_query", + "email_querycontact", + "email_sendemail", + "general_greet", + "general_joke", + "general_quirky", + "iot_cleaning", + "iot_coffee", + "iot_hue_lightchange", + "iot_hue_lightdim", + "iot_hue_lightoff", + "iot_hue_lighton", + "iot_hue_lightup", + "iot_wemo_off", + "iot_wemo_on", + "lists_createoradd", + "lists_query", + "lists_remove", + "music_dislikeness", + "music_likeness", + "music_query", + "music_settings", + "news_query", + "play_audiobook", + "play_game", + "play_music", + "play_podcasts", + "play_radio", + "qa_currency", + "qa_definition", + "qa_factoid", + "qa_maths", + "qa_stock", + "recommendation_events", + "recommendation_locations", + "recommendation_movies", + "social_post", + "social_query", + "takeaway_order", + "takeaway_query", + "transport_query", + "transport_taxi", + "transport_ticket", + "transport_traffic", + "weather_query" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "slurp:test:3960:slurp-intent-dd2971bc8b", + "before_state": "text_A: say the time\ntext_B: ", + "before_question": "What is the intent of this utterance?", + "state": "say the time", + "question": "What is the intent of this utterance?", + "options": [ + "alarm_query", + "alarm_remove", + "alarm_set", + "audio_volume_down", + "audio_volume_mute", + "audio_volume_other", + "audio_volume_up", + "calendar_query", + "calendar_remove", + "calendar_set", + "cooking_recipe", + "datetime_convert", + "datetime_query", + "email_addcontact", + "email_query", + "email_querycontact", + "email_sendemail", + "general_greet", + "general_joke", + "general_quirky", + "iot_cleaning", + "iot_coffee", + "iot_hue_lightchange", + "iot_hue_lightdim", + "iot_hue_lightoff", + "iot_hue_lighton", + "iot_hue_lightup", + "iot_wemo_off", + "iot_wemo_on", + "lists_createoradd", + "lists_query", + "lists_remove", + "music_dislikeness", + "music_likeness", + "music_query", + "music_settings", + "news_query", + "play_audiobook", + "play_game", + "play_music", + "play_podcasts", + "play_radio", + "qa_currency", + "qa_definition", + "qa_factoid", + "qa_maths", + "qa_stock", + "recommendation_events", + "recommendation_locations", + "recommendation_movies", + "social_post", + "social_query", + "takeaway_order", + "takeaway_query", + "transport_query", + "transport_taxi", + "transport_ticket", + "transport_traffic", + "weather_query" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "pubmed-rct/role": [ + { + "id": "pubmed-rct:test:12428223:17:pubmed-rct-role-3fb579e577", + "before_state": "text_A: These observations support the long-term use of anakinra for the treatment of patients with RA .\ntext_B: ", + "before_question": "What rhetorical role does this sentence play in its randomized controlled trial abstract?", + "state": "These observations support the long-term use of anakinra for the treatment of patients with RA .", + "question": "What rhetorical role does this sentence play in its randomized controlled trial abstract?", + "options": [ + "background", + "objective", + "methods", + "results", + "conclusions" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "pubmed-rct:test:23597719:9:pubmed-rct-role-3fb579e577", + "before_state": "text_A: A single dose of RV3-BB rotavirus vaccine was well tolerated in adults , children and infants .\ntext_B: ", + "before_question": "What rhetorical role does this sentence play in its randomized controlled trial abstract?", + "state": "A single dose of RV3-BB rotavirus vaccine was well tolerated in adults , children and infants .", + "question": "What rhetorical role does this sentence play in its randomized controlled trial abstract?", + "options": [ + "background", + "objective", + "methods", + "results", + "conclusions" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "pubmed-rct:test:9578120:7:pubmed-rct-role-3fb579e577", + "before_state": "text_A: Blood loss and postoperative complications were recorded .\ntext_B: ", + "before_question": "What rhetorical role does this sentence play in its randomized controlled trial abstract?", + "state": "Blood loss and postoperative complications were recorded .", + "question": "What rhetorical role does this sentence play in its randomized controlled trial abstract?", + "options": [ + "background", + "objective", + "methods", + "results", + "conclusions" + ], + "target": [ + 0.0, + 0.0, + 1.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "cuad/answerability": [ + { + "id": "cuad:test:PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Revenue/Profit Sharing:cuad-answerability-b11692cc91", + "before_state": "text_A: Exhibit 4.5 SUPPLY AGREEMENT between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.\n\n\n\n\n\nTHIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017 by Customer, Koninklijke Philips NV (\"Philips NV\") N.V. and Customer agreed to execute and deliver (or cause to be executed and delivered) certain ancillary agreements one of which is this Agreement; B. Prior to the consummation of the transactions contemplated by the Purchase Agreement, Philips manufactured the Product in-house and did not outsource the manufacturing to an independent facility, and as a result, Philips has intimate knowledge of the manufacturing process and requirements for the Product; C. Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement; D. As Philips historically manufactured the Product in-house, to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer's organization, Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process can be transitioned to Customer hereunder; E. Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement;\n\n\n\n\n\nF. Customer acknowledges and agrees that it assumes all obligations and liabilities as the legal manufacturer of the Product as from the Effective Date, on the terms and conditions set out in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS The following terms used in this Agreement shall have the meaning set forth below: \"Affiliate\" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. As used in this definition, \"control\", \"controlled by\" and \"under common control with\" means possession, directly or indirectly, of power to direct or cause the direction of management or policies of such Person (whether through ownership of securities or other partnership or ownership interests, as trustee, personal representative or executive or by contract, credit agreement or otherwise), provided that in any event, any Person which owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control such Person. \"Agreement\" means this Supply Agreement including any and all of its Schedules as attached hereto and as may be amended or supplemented from time to time in accordance with the provisions hereof. \"Business Day\" means any day other than a Saturday, Sunday or statutory holiday, in the Province of Ontario or the Netherlands. \"Claim\" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at Law, in equity or otherwise. \"Confidential Information\" means any information, provided in whatever form (including in written, electronic or oral form) or medium, which relates to either Party's or its Affiliates' business, products (hardware and software), technology, business plans, product plans, customers, customer information, specifications, designs, costs, prices, business opportunities, Know How, trade secrets, inventions, techniques, processes, algorithms, software programs, schematics and any other business or technical information disclosed by the Disclosing Party to the Receiving Party in connection with this Agreement. \"Confirmation\" has the meaning ascribed thereto in clause 4.4. \"Contract Year\" means the twelve (12) month period beginning on the Effective Date, and each subsequent twelve (12) month period during the Term.\n\n- 3 -\n\n\n\n\n\n\"Customer\" has the meaning ascribed thereto in the Preamble. \"Customer Indemnified Parties\" has the meaning ascribed thereto in clause 10.1. \"Delivery\" means the actual delivery of the Product to Customer and the acceptance by Customer of the Product in accordance with clause 7.1. \"Disclosing Party\" as the meaning ascribed thereto in clause 14.1. \"DMR\" has the meaning ascribed thereto in clause 5.3. \"EDI\" means electronic data interchange. \"Effective Date\" means the Completion Date as defined in the Purchase Agreement. \"Encumbrance\" means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. \"Export Regulations\" has the meaning ascribed thereto in clause 16.1. \"Factory Test Report\" means the report, the content of which is set forth in Schedule 4, that Philips shall prepare and maintain, identifying the factory tests Philips completes on the Product prior to Delivery to support its compliance with the Specifications. \"Force Majeure\" has the meaning ascribed thereto in clause 0. \"Forecasts\" means those documents setting out anticipated demand for the Product as to be more particularly described in clause 3.2. \"Governmental Authority\" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. \"Intellectual Property Rights\" means, in any and all jurisdictions, all: (a) patents and applications therefor, including all continuations, continuations-in-part and provisionals and patents issuing thereon, and all reissues, re-examinations, substitutions, renewals and extensions thereof (collectively, \"Patents\"); (b) trademarks, service marks, trade names, trade dress, logos, corporate names, Internet domain names or uniform resource locators used in connection with any global computer or electronic network, together with all translations, adaptations, derivations and combinations thereof, and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions thereof; (c) industrial designs, designs and design rights; (d) copyrights, works of authorship and moral rights, and all registrations, applications, renewals, extensions and reversions thereof; (e) trade secrets, discoveries, concepts, ideas, research and development, Know How, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, quality data, procedures, designs, drawings, specifications, databases, and other proprietary or confidential information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, which would constitute a \"trade secret\" under applicable Law, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (\"Trade Secrets\"); (f) inventions, processes and designs; and (g) software, and all source code, object code, data and documentation relating thereto.\n\n- 4 -\n\n\n\n\n\n\"Know How\" means any and all concepts, ideas, information, data and documents of whatever nature, including, without limitation, drawings, methods, techniques, designs, specifications, photographs, samples, models, processes, procedures, reports, particulars of a technical nature (including, without limitation, any know how related to the manufacturing or design of Products and technical and commercial know how). \"Law\" means all laws, statutes, ordinances, decrees, judgments, codes, standards, acts, orders, by-laws, rules, regulations, permits, legally binding policies and guidelines and legally binding requirements of all Governmental Authorities. \"Lead-Time\" means, as applicable, the minimum number of days required between the date of the Purchase Order and the date of Delivery requested in a Purchase Order as such number is listed in Schedule 2. \"Losses\" has the meaning ascribed thereto in clause 10.1. \"New Technology\" has the meaning ascribed thereto in clause 13.3. \"Other Transaction Documents\" has the meaning ascribed thereto in clause 6.6. \"Parties\" and \"Party\" have the meaning ascribed thereto in the Preamble. \"Permit\" has the meaning ascribed thereto in clause 8.2(c). \"Person\" includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his or her capacity as trustee, executor, administrator or other legal representative. \"Project Manager\" has the meaning ascribed thereto in clause 12.8(a). \"Project Team\" has the meaning ascribed thereto in clause 12.8. \"Quality Agreement\" has the meaning ascribed thereto in clause 8.1. \"Philips\" has the meaning ascribed thereto in the Preamble.\n\n- 5 -\n\n\n\n\n\n\"Philips Indemnitees\" has the meaning ascribed thereto in clause 10.1(ii) \"Product\" means the Sonalleve MR-guided HIFU device which Philips shall manufacture and supply according to this Agreement as specified in Schedule 1,including spare parts. \"Production Plan\" means the production plan setting forth the delivery limitations as specified in Schedule 3, and as may be updated in accordance with clause 3.1. \"Purchase Order\" means an order for Products as may be submitted by Customer in accordance with clause 3. \"Quality Agreement\" means the Quality Agreement as described further in clause 8.1 of this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms thereof. \"Receiving Party\" as the meaning ascribed thereto in clause 14.1. \"Regulatory Transfer Date\" has the meaning ascribed to such term in clause 2.3. \"Representatives\" has the meaning ascribed to such term in clause 14.2. \"Required Jurisdictions\" [Redacted - Commercially Sensitive] \"RPA\" means the resale purchasing agreement between the Parties, dated as of the Effective Date. \"Specifications\" means the specifications for the Product as set out in Schedule 1, as such specifications be amended from time to time in accordance with the terms of the quality agreement (the \"Quality Agreement\"). \"Term\" has the meaning ascribed thereto in clause 12.1. \"Third Parties\" means a Person who is not a Party or an Affiliate of a Party. \"Transferred Confidential Information\" has the meaning ascribed thereto in clause 14.4. \"Transition Plan\" has the meaning ascribed thereto in clause 12.8. \"VAT\" has the meaning ascribed thereto in clause 6.1. 2. GENERAL, SCOPE 2.1 During the Term, Philips shall manufacture and supply and Customer shall purchase the Products ordered by Customer pursuant to Purchase Orders (issued by Customer and accepted by Philips) in accordance with the terms and conditions of this Agreement.\n\n- 6 -\n\n\n\n\n\n2.2 The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions. Notwithstanding the foregoing, if any terms and conditions contained in a Purchase Order conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will prevail and such additional, contrary or different terms will have no force or effect. Except for such additional and contrary terms, the terms and conditions of all Purchase Orders are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this clause 2.2, any additional, contrary or different terms contained in any Confirmation (as defined below) or any of Philips's invoices or other communications between the Parties, and any other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed rejected by Customer and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized by both Parties. 2.3 On the Effective Date, Philips (or its Affiliate, Philips Oy) is the legal manufacturer of the Product. Customer hereby covenants and agrees to file with all applicable notified bodies and Governmental Authorities, including but not limited to BSI, Notified Body and ISO Registrar, on a jurisdiction-by-jurisdiction basis, within the applicable time periods for each jurisdiction outlined in the \"Transitional Service Level Agreement\" (TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers), all documentation required or necessary to change the legal manufacturer of the Product in each Required Jurisdiction from Philips Oy to Customer for all applicable regulatory purposes. In order to expedite and achieve such change of legal manufacturer and to achieve the required changes outlined in such Transitional Service Level Agreement, Customer shall fully cooperate with as required by and actively facilitate the above registration process by the applicable notified bodies and Governmental Authorities in each Required Jurisdiction. On a jurisdiction-by-jurisdiction basis, from the date that the legal manufacturer is updated to Customer in such jurisdiction, Philips will supply the Products in such jurisdiction as contract manufacturer of Customer under this Agreement. 2.4 Philips shall provide such reasonable support, assistance and information reasonably requested by Customer and as outlined in the above referenced Transitional Service Level Agreement (including, to achieve the required changes outlined in such Transitional Service Level Agreement) in connection with Customer's transfer of the registrations in respect of the Product from Philips to Customer (as contemplated by clause 2.3 above), including, those services outlined in the Transitional Service Level Agreement, participating in any meeting with the applicable Governmental Authority reasonably requested by Customer and subject to the limitations and the obligations of the Parties under the \"Transitional Service Level Agreement\" (TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers) concluded by the Parties in conjunction with the Purchasing Agreement. 3. DELIVERY CAPACITY, FORECAST 3.1 Philips shall maintain a delivery capacity, which allows Philips to deliver the Products in accordance with the Lead Times, Forecasts and Purchase Orders, but always subject to the supply limitations, if any, outlined in the Production Plan. Such Production Plan may be updated, and the production capacity may be increased only by the Parties' written agreement and any reasonable additional incremental (and documented) investment required to exclusively satisfy such increase shall be borne by Customer. Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA. 3.3 Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter. 3.5 The reasonable and documented costs of all materials, parts and components which have been purchased and paid for by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase Orders of Customer within [Redacted - Commercially Sensitive] of the purchase of such materials. The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive]. Upon payment the title of the materials, parts and/or components shall transfer to Customer.\n\n- 8 -\n\n\n\n\n\n4. PURCHASE ORDERS 4.1 Customer shall place Purchase Orders in writing (or any other mutually agreed manner of communication, e.g. email or EDI) within the Lead-Time and in accordance with the Forecast provided to Philips in accordance with clause 3. 4.2 Each Purchase Order shall be given in writing (or such other manner of communication (e-mail) as may be mutually agreed from time to time) and shall specify: (a) Purchase Order number; (b) the type (including Product name and codes) and quantity of Products ordered; (c) the requested date of Delivery; (d) destination - ship to address; (e) the services ordered for the ordered Product; and (f) such other information as Philips may reasonably request from time to time. 4.3 No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4. 4.4 Philips shall confirm to Customer the receipt of each Purchase Order issued hereunder (each, a \"Confirmation\") within seven (7) days following Philips's receipt thereof in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer's Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept. Philips may not cancel any previously accepted Purchase Order hereunder. Customer may not cancel a previously accepted Purchase Order .\n\n- 9 -\n\n\n\n\n\n5. DELIVERY, TRANSFER OF RISK AND OWNERSHIP 5.1 [Redacted - Commercially Sensitive - Delivery Details] 5.2 If Customer fails to take Delivery of ordered Products at the date of Delivery acknowledged by Philips, then Philips may deliver the Products in consignment and at Customer's risk and cost. 5.3 Philips will manufacture, handle, properly pack, mark and ship the Products in accordance with Customer's instructions provided to Philips in writing as part of the Device Master Record (\"DMR\") or as otherwise set forth in the Quality Agreement. The purchase price for the Product includes the costs of packaging as defined in the DMR, but any additional costs resulting from compliance with non-standard packaging specifications (i.e., different from as defined in the DMR) shall be added to the Price. 5.4 [Redacted - Commercially Sensitive - Delivery Details] 6. PRICE AND PAYMENT 6.1 Prices are exclusive of any federal, state or local sales, use or excise taxes and any, value added tax imposed solely as a result of the sale and transfer of the Products (VAT). Philips will list separately on its invoice any tax lawfully applicable to the relevant Purchase Order and payable by Customer, if any, with respect to which Customer does not furnish evidence of exemption. Philips is responsible for remitting any applicable VAT, sales tax, consumption tax, or any other similar tax, in each instance, that were charged to Customer under an applicable Purchase Order, to the appropriate tax authorities in accordance with applicable Laws and required timelines. Philips will issue an invoice containing wording that will allow Customer to take advantage of any applicable \"input\" tax deduction. 6.2 Purchase prices for the Products are set out in Schedule 1. Prices are firm and fixed for the Term and shall include all costs for work performed, Delivery according to this Agreement and packaging as set forth in clause 5.3 above. 6.3 Any invoices provided by Philips shall refer to the Purchase Order number and any other details required by applicable Law. Philips shall invoice for the purchase prices set out in Schedule 1 on or at any time after Delivery. 6.4 Philips invoices, compliant with the requirements of this Agreement, will be payable within [Redacted - Commercially Sensitive] following the end of the month of the date of invoice. Customer shall make all payments in Euros by check, wire transfer or automated clearing house to the bank account designated by Philips. 6.5 [Redacted - Commercially Sensitive - Late Payment Details] 6.6 [Redacted - Commercially Sensitive]\n\n- 10 -\n\n\n\n\n\n7. CONFORMITY OF PRODUCTS 7.1 Philips represents and warrants to Customer that all Products delivered and any services provided hereunder: i. conform to the Specifications on the Delivery Date [Redacted - Commercially Sensitive]; ii. unless otherwise agreed with Customer in writing, are new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended; iii. are of sound workmanship, good quality and free from defects in construction, manufacture and material [Redacted - Commercially Sensitive]; iv. the manufacturing and shipment of the Product comply in all respects with applicable Laws, regulations, certification requirements, including health and safety standards and all other applicable regulatory requirements for the manufacture and shipment of Products; v. are free and clear of all liens, encumbrances, and other Claims against title; and vii. comply in all respects with the terms of this Agreement and the applicable Purchase Orders. 7.2 [Redacted - Commercially Sensitive] 7.3 [Redacted - Commercially Sensitive] the foregoing warranties will survive any inspection, delivery, acceptance, or payment by Customer and will be enforceable by Customer and its Affiliates, and their successors, assigns, subcontractors, distributors, dealers, agents and customers and all other entities combining, selling or using Products or goods into which Products have been incorporated (together, the \"Customer Parties\"), for the period set forth in clause 7.4. 7.4 Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1. If Philips agrees that Customer performs the repair, Philips will provide Customer free of charge with any replacement Product or upgrade necessary, and will reimburse Customer for all costs relating to such repair, including any related labor costs. 7.7 If Customer or any relevant Governmental Authority determines that a recall campaign is necessary, Customer will implement such recall campaign at Customer's sole cost and risk. Customer hereby covenants and agrees that it shall bear all costs and expenses related to the implementation of any such recall. In case of a recall of the Product, Philips shall at its sole cost provide full cooperation to Customer in order to achieve an efficient and effective recall by Customer. Philips shall provide such cooperation at its own costs, including internal organizational costs but not including the costs of repair, replacement, installation of Products and logistics related to the recall [Redacted - Commercially Sensitive]. For greater certainty, the obligations of the Parties pursuant to this clause 7.6 shall only apply in respect of Products sold or distributed on or after the Effective Date, and for clarity, to thwe extent there is a recall that involves any Product sold or distributed prior to the Effective Date, the covenants and obligations of the Parties pursuant to this clause 7.6 shall not apply (and shall be addressed by the terms of the Purchase Agreement). 7.8 [Redacted - Commercially Sensitive - Warranty Details] 8. QUALITY AND REGULATORY AND COMPLIANCE WITH LAWS 8.1 The Parties have entered into a Quality Agreement on or around the Effective Date, detailing Customer's requirements, as the legal manufacturer of the Product, with respect to the manufacturing of the Product by Philips as the contract manufacturer. . The Quality Agreement is deemed to be incorporated into this Agreement by reference and made a part hereof, and to the extent of a conflict between the terms of the Quality Agreement and this Agreement, the terms and provisions of this Agreement shall prevail. 8.2 Until, on a jurisdiction by jurisdiction basis, the Regulatory Transfer Date, Philips shall (a) remain the legal manufacturer of the Product according to its own quality management systems. (b) comply, in all material respects, with all applicable Laws, Philips' operation of its business and the exercise of its rights and performance of its obligations hereunder (including, the manufacture of the Product). Without limitation of the foregoing, Philips shall ensure the Product is manufactured in accordance with applicable Laws.\n\n- 12 -\n\n\n\n\n\n(c) obtain and maintain all Permits necessary for the exercise of its rights and performance of Philips' obligations under this Agreement, including any Permits required for the manufacture of the Product and the import or any materials and other manufacturing parts used in the production and manufacture of the Product, and the shipment of hazardous materials, as applicable. For purposes of this Agreement, \"Permit\" means any permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained or required to be obtained, from any Governmental Authority. 9. CHANGES TO PRODUCT 9.1 Any changes to the Product proposed by Philips shall be discussed and handled by the Parties as described in the Quality Agreement. Until execution of the Quality Agreement, the provisions of this clause 9 shall apply. 9.2 Philips shall be entitled to make changes to the Products to comply only with any applicable Laws. Without prejudice to the foregoing, it is understood and agreed that Customer (and not Philips) shall be responsible to notify Philips of any changes required to comply with any applicable Laws, as long as such applicable Laws concern the Products. 9.3 Customer may reasonably request and Philips may propose, in writing, that Philips makes a change to the method of packing, a change to the packaging, or the Products. Such request or proposal (as applicable) will include a description of the requested/proposed change sufficient to allow Philips, using commercially reasonable efforts, to evaluate the feasibility and impact on costs and other terms of such requested change, it being understood that Customer shall pay for any reasonable incremental and documented costs incurred by Philips in connection with such evaluation. All such changes are subject to Philips's written approval (and in case of a change proposal by Philips, Customer's written approval), which cannot unreasonably withheld, conditioned or delayed, it being understood that, if technically feasible and commercially reasonable, Philips shall make any changes required to comply with any applicable Laws upon Customer's written request. Philips will not be obligated to agree or accept any such request for a change nor to proceed with the requested change until the Parties have mutually agreed upon the changes to the Product's Specifications, the price, the implementation costs to be borne by Customer including, without limitation, development and other non-recurring expenses, the cost of inventory and materials that may become obsolete, and any other terms of this Agreement. 9.4 The incremental and documented costs of any changes (including any non-recurring costs such as development and re-engineering costs, as well as costs of changes to the tools used to manufacture the changed Products) shall be borne by Customer. All such charges will be charged to Customer at cost, without any additional markup. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY 10.1 Indemnification by Philips (i) Philips will defend, indemnify and hold harmless Customer and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the \"Customer Indemnitees\") from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney's fees, arising from or related to any actual or alleged [Redacted - Commercially Sensitive - Indemnification Details].\n\n- 13 -\n\n\n\n\n\n(ii) Customer will defend, indemnify and hold harmless Philips and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the \"Philips Indemnitees\") from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney's fees, arising from or related to any actual or alleged [Redacted - Commercially Sensitive - Indemnification Details] 10.2 [Redacted - Commercially Sensitive - Indemnification Details] 10.3 [Redacted - Commercially Sensitive - Indemnification Details] 10.4 The limitations and exclusions set forth above in this clause 10 shall apply to the fullest extent permitted by applicable Law. 11. TOOLS 11.1 The Parties will conclude contract(s) managing the ownership and use of tools and equipment needed for the manufacturing of the Products. 12. TERM AND TERMINATION AND TRANSITION 12.1 This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3. 12.3 Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations under the Agreement or terminate this Agreement upon written notice to the other Party if: (a) the other Party files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (b) the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding and such petition or proceeding is not dismissed within thirty (30) days from filing of such petition or proceeding;\n\n- 14 -\n\n\n\n\n\n(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement; (b) cooperate with the other Party to arrange for the sale and purchase of the materials, parts and components as referred to in clause 3.4; (c) return to the other Party all documents and materials (and any copies) containing the other party's Confidential Information; (d) erase all the other party's Confidential Information from its computer systems (to the extent possible); and (e) on request, certify in writing to the other Party that it has complied with the requirements of this clause. On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably.\n\n- 15 -\n\n\n\n\n\n12.6 Termination of this Agreement in accordance with this clause 12, is without prejudice to any right to claim for amounts or interest accrued prior to the date of such termination under this Agreement. 12.7 All terms and conditions of this Agreement which are intended (whether expressed or not) to survive the duration or termination of this Agreement will so survive, including, for greater certainty, clauses 2.3, 2.4, 6, 10, 12, 13, 14, and 18. 12.8 Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\"). In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which: (a) shall have a manager (\"Project Manager\"), one from Philips, who has experience in transferring manufacturing actives, and one from Customer, who has experience in setting up manufacturing activities; (b) shall be committed with sufficient capacity - made available by both Parties - to execute the Transition Plan within the given time frame (quantity), and the Parties shall ensure that sufficient and reasonable organizational resources are provided to each such Project Manager to ensure a smooth, uninterrupted and efficient transition of the manufacturing of the Product; (c) shall be sufficiently skilled and experienced with the activities under this Agreement (quality); (d) shall be fully dedicated to the timely and adequate execution of the Transition Plan. 12.9 The Parties shall perform such activities as set forth in the Transition Plan and shall otherwise perform all such obligations in good faith to ensure a smooth transfer of the manufacturing activities under this Agreement to Customer. In connection with the Transition Plan, Customer will pay all reasonable freight cost and any Philips' employee (or third parties engaged by Philips) at [Redacted - Commercial Sensitive - Billing Rate], as needed, in connection with the implementation of the Transition Plan. For greater certainty, Philips will only engage third party support to assist with the transition if such additional support is required in order to implement the Transition Plan and such additional support is previously approved by Customer in writing (not to be unreasonably withheld). If to the opinion of the Project Team, circumstances occur in which the timely and/or proper execution of the Transition Plan is obstructed, this shall be immediately reported to the relevant executive officers of both Parties for immediate resolution.\n\n- 16 -\n\n\n\n\n\n13. INTELLECTUAL PROPERTY RIGHTS 13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product. 13.4 The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products. 14. CONFIDENTIALITY 14.1 Confidential Information may be disclosed by or on behalf of a Party or its Affiliates (the \"Disclosing Party\") to the other Party or its Affiliates (the \"Receiving Party\") in connection with this Agreement. Each Party agrees to keep the other Party's (and its Affiliates) Confidential Information confidential and not to reproduce or disclose such Confidential Information to any third party, or to use it for any purpose other purpose than for the purposes of this Agreement. Each Party shall protect any Confidential Information of the other Party (and its Affiliates) with the same degree of care used in protecting its own Confidential Information, but no less than a reasonable degree of care. Unless otherwise mutually agreed in writing, the Confidential Information shall remain the property of the Disclosing Party. Each party's obligation to protect the Confidential Information of the other Party shall continue for a period of [Redacted - Commercial Sensitive - Time Period] following the date of termination of this Agreement.\n\n- 17 -\n\n\n\n\n\n14.2 Each Party may disclose the other Party's Confidential Information to its and its Affiliates' employees, officers, lawyers, accountants, professional advisers, consultants and sub-contractors (collectively, \"Representatives\") or financing sources (both debt and equity) or any prospective acquirer of a Party (or substantially all of the assets related to the Products)(collectively, \"Other Recipients\") on a strict need to know basis, provided that such Representatives and Other Recipients are subject to confidentiality obligations and/or agreements at least as stringent as the confidentiality restrictions imposed by this clause 14 on the Receiving Party. 14.3 The confidentiality obligations set out in this clause 14 shall not apply to any information (but only to the extent that such information) and the definition of \"Confidential Information\" shall not be deemed to include any information that: (a) is generally available from public sources or in the public domain through no fault or breach of the Receiving Party or any of its Representatives; (b) becomes available to the Receiving Party (or any of its Affiliates) unless the Receiving Party (or such Affiliate) is aware that such source was bound by a confidentiality agreement with the Disclosing Party or any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation of confidentiality with respect such information; (c) developed independently by the Receiving Party or any of its Affiliates without use of or reliance on the Disclosing Party's (or any of its Affiliates') Confidential Information as demonstrated by written records; or (d) was known or in the possession of the Receiving Party (or any of its Affiliates) prior to its disclosure by the Disclosing Party unless the Receiving Party (or such Affiliate) is aware that the source of such information was bound by a confidentiality undertaking to the Disclosing Party (or its Affiliates) or any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information.\n\n- 18 -\n\n\n\n\n\n14.4 Notwithstanding any of the carve outs to the definition of \"Confidential Information\" contained in clause 14.3, any Confidential Information in respect of the \"Purchased Assets\" and the \"Business\" (each, as defined under the Purchase Agreement) shall be deemed the Confidential Information of Customer (the \"Transferred Confidential Information\"), and, in respect of Philips, the carve out to the definition of \"Confidential Information\" contained in clause 14.3 shall not apply to any Transferred Confidential Information, notwithstanding the fact that Philips was aware, had possession of, or independently developed any such Transferred Confidential Information prior to the Effective Date 14.5 Clause 14 does not prohibit disclosure or use of any Confidential Information if and to the extent that the disclosure or use is required by applicable Law, any judicial or administrative proceedings, or the rules of any recognized stock exchange on which the shares of any Party are listed, provided that prior to such disclosure, the Receiving Party promptly notifies the Disclosing Party of such requirement with a view to providing the Disclosing Party with the opportunity to contest such disclosure or use and/or to obtain a protective order or otherwise to agree to the timing and content of such disclosure or use and the Receiving Party shall at the request of the Disclosing Party, assist the Disclosing Party in contesting such disclosure and/or obtaining a protective order; provided further that the Receiving Party shall only disclose such portions of the Confidential Information that are strictly required to be disclosed by applicable Law, and if permitted by applicable Law, the Disclosing Party shall be provided with the opportunity to review and comment on the disclosure to be made. 14.6 Each Party reserves all rights in its and its Affiliates' Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party or to be implied from this Agreement. Each Party, and its Representatives shall protect and keep confidential and shall not use, publish or otherwise disclose to any Third Party, except as permitted by this Agreement, or with the other Party's written consent, the other Disclosing Party's Confidential Information. 15. FORCE MAJEURE Notwithstanding any provision to the contrary contained in this Agreement, the Parties shall be excused from the consequences of any breach of this Agreement if and to the extent that such breach was caused in whole or in part by a Force Majeure event, provided that (a) the affected Party shall not in any material way have caused or contributed to such Force Majeure event, (b) the Force Majeure event could not have been prevented by reasonable and ordinary precautions (as would be employed by a reasonably prudent person in the position of the affected party), and (c) the Force Majeure event could not reasonably have been circumvented by the affected Party by reasonable and ordinary commercial means, such as the use of alternate suppliers or subcontractors. Notwithstanding the foregoing: (a) the existence or occurrence of a Force Majeure event shall excuse a breach of this Agreement only for such period of time as the Force Majeure event remains in existence and only to the extent that such Force Majeure event has caused in whole or in part the breach of this Agreement;\n\n- 19 -\n\n\n\n\n\n(b) the existence of a Force Majeure event that has caused a breach of this Agreement shall not prevent a Party from asserting and acting upon a breach of this Agreement that has not been caused by a Force Majeure event; (c) If a Party is not or is not expected to be able to perform any material obligation under this Agreement due to a Force Majeure event for a period of [Redacted - Commercial Sensitive - Time Period] or more, the other Party may terminate this Agreement without liability. (d) Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period]. For the purposes of this clause 15, \"Force Majeure\" means any prevention, delay, stoppage or interruption in the performance of any obligation or the occurrence of any event due to an act of God, the occurrence of enemy or hostile actions, sabotage, war, blockades, terrorist attacks, insurrections, riots, epidemics, nuclear and radiation activity or fall-out, civil disturbances, explosions, fire or other casualty, failure of energy sources, any industry-wide material shortage and changes in governmental or regulatory action or legislation or regulation, third party labour disputes or strikes or any other similar causes beyond the control of the Party seeking relief from its obligations as a result of such event, but not including, for clarity, any financial inability of Philips or any of its Affiliates or the failure of any subcontractor to perform obligations owed to Philips unless when those are caused by Force Majeure. 16. EXPORT CONTROL 16.1 Customer understands that certain transactions of Philips are subject to export control Laws and regulations, such as but not limited to the UN, EU and the USA export control Laws and regulations, (\"Export Regulations\") which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Philips to export, re-export or transfer Products as well as any technical assistance, training, investments, financial assistance, financing and brokering will be subject in all respects to such Export Regulations and will from time to time govern the license and Delivery of Products and technology abroad by persons subject to the jurisdiction of the relevant authorities responsible for such Export Regulations. If the Delivery of Products, services and/or documentation is subject to the granting of an export or import license by certain governmental authorities or otherwise restricted or prohibited due to export/import control regulations, Philips may suspend its obligations and Customer's and/or end-user's rights until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Philips may even terminate the relevant order in all cases without incurring any liability towards Customer or end-user. 16.2 Philips undertakes to provide Customer on request and in a timely fashion, with the following information in relation to the Products: (a) The country of origin of items to be supplied; and\n\n- 20 -\n\n\n\n\n\n(b) The applicable export control classification number of items known by Philips to be so subject to control. 16.3 Each Party will provide the other with reasonable assistance when applying for export licences for the Product. 16.4 Customer warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product. Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party. 16.5 Customer shall take all commercially reasonable actions in a manner consistent with industry practice, that are within its reasonable control to help minimize the risk of a customer/purchaser or end-user contravening such Export Regulations. 17. REGULATORY MATTERS Until execution of the Quality Agreement, the following provision shall govern the regulatory aspects of the activities under this Agreement. 17.1 Regulatory Actions Customer and Philips agree to notify each other within two (2) Business Days of any regulatory action affecting the Product. 17.2 Government Inspections, Compliance Review and Inquiries Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws. Philips shall give Customer prompt written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a written summary of such inspection or audit within five (5) Business Days following completion thereof. Philips agrees to use commercially reasonable efforts to promptly rectify or resolve any deficiencies (consisting of any failure to meet applicable regulatory requirements under applicable Law then in force) noted by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority in a report or correspondence issued to Philips or Customer. Subject to any specific arrangements agreed upon by the parties and subject to any limitations due to the fact (and until) Philips is the legal manufacturer, Customer shall be responsible for communicating with any Governmental Authority concerning the Product or the marketing, distribution, sale use of the Product, and Philips shall provide Customer with such assistance as Customer may reasonably require to assist it in such communications. Philips shall have no such communications specifically related to the Product, except to the extent (and notwithstanding its confidentiality undertakings in this Agreement) that they relate to Philips's manufacture, testing, storage and preparation for shipment of Product under this Agreement or as required of Philips directly by the Governmental Authority (including but not limited to due to the fact (and until) Philips is the legal manufacturer of the Product), in which case Philips shall be responsible for such communications. Notwithstanding the foregoing and except to the extent that an immediate or urgent communication is necessary under the circumstances or required by applicable Law, Philips in good faith shall consult in advance with Customer regarding all communications with any Governmental Authority that relate to Product or to Philips' ability to manufacture the Product pursuant to this Agreement.\n\n- 21 -\n\n\n\n\n\n17.3 Complaints and Adverse Events Philips and Customer shall fully comply with the terms of the Quality Agreement regarding their respective obligations and responsibilities with respect to any complaints or adverse events regarding the Product and other activities related to this Agreement. 17.4 Records Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer. 17.5 Testing, Documentation, and Quality Assurance Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement. The Parties agree to execute, and shall comply with their respective obligations and duties set forth in, the Quality Agreement. To the extent that there is any conflict between the terms of this Agreement and the Quality Agreement, the terms of this Agreement shall govern. 17.6 Cooperation as to Adverse Events, Product Inquiries and Recalls Each Party shall provide to each other in a timely manner all information which the other party reasonably requests regarding the Product in order to enable the other party to comply with all applicable Laws. Without limiting the foregoing, each Party will cooperate fully with the other party in connection with any recall efforts and mandatory problem reporting to Governmental Authorities as more fully detailed in the Quality Agreement.\n\n- 22 -\n\n\n\n\n\n18. MISCELLANEOUS 18.1 Entire Agreement This Agreement, together with the Quality Agreement and the Purchase Order, contains the entire agreement between the Parties relating to the subject matter of this Agreement, to the exclusion of any terms implied by applicable Law which may be excluded by contract, and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement. Each Party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly set out in this Agreement. 18.2 Severability If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable Law, then: (a) such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected; (b) the Parties shall use reasonable efforts to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision. 18.3 Notices Any notice or other communication required or permitted to be given to any Party hereunder shall be in writing and shall be given to such Party at such Party's address set forth below, or such other address as such Party may hereafter specify by notice in writing to the other Party. Any such notice or other communication shall be addressed as aforesaid and given by: (a) delivered personally; (b) sent by an internationally recognized overnight courier service such as Federal Express; or (c) e-mail transmission, Philips' details: PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. Address: PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. P.O. Box 10.000 5680 DA Best, The Netherlands\n\n- 23 -\n\n\n\n\n\nAttention: [Redacted - Personal Information], Operations Manager MR Best Email: [Redacted - Personal Information] With copy to: Legal Department PMSN BV Veenpluis 4-6 5684 PC Best Building QX2 Email: The Company's details: PROFOUND MEDICAL INC. Address: Profound Medical Inc. 2400 Skymark Avenue, Unit #6 Mississauga, ON, L4W 5K5, Canada Attention: Arun Menawat E-mail: [Redacted - Personal Information] With copy to: Torys LLP Suite 3000, P.O. Box 270 79 Wellington Street West TD Centre Toronto, ON M5K 1N2 Attention: Cheryl Reicin Any notice or other communication will be deemed to have been duly given: (A) on the date of service if served personally; (B) on the Business Day after delivery to an international overnight courier service, provided receipt of delivery has been confirmed; or (C) on the date of transmission if sent via e-mail transmission, provided confirmation of receipt is obtained promptly after completion of transmission and provided that transmission via e-mail is followed promptly by delivery via one of the methods in Clause 18.3(a) or (b) above. 18.4 Assignment This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-à-vis such Third Party.\n\n- 24 -\n\n\n\n\n\n18.5 Independent Contractors The Parties to this Agreement are independent contractors and nothing in this Agreement shall operate to create a relationship of agency, partnership or employment between the Parties and neither Party shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise (except as expressly permitted by the terms of this Agreement). 18.6 Headings Headings used in this Agreement are for convenience only and shall not affect the interpretation. 18.7 Amendments and Waiver No amendment of this Agreement shall be effective unless such amendment is in writing and signed by or on behalf of each of the Parties. No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by or on behalf of the Party entitled to give such waiver. 18.8 Disputes and Applicable Law This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands. The applicability of the UN Convention on Contracts for the International Sale of Goods (Vienna convention) is explicitly excluded. Any dispute arising out of or in connection with this Agreement shall be resolved in the manner provided in Sections 12.1 and 12.2 of the Purchase Agreement. 18.9 Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures submitted by facsimile and electronically transmitted signatures as to which authenticity can reasonably be confirmed, shall be valid. 18.10 Third Party Rights Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.\n\n- 25 -\n\n\n\n\n\n18.11 Costs Except as otherwise provided in this Agreement, all costs which a Party has incurred or shall incur in preparing, concluding or performing this Agreement are for that Party's own account. 18.12 Insurance Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance. 18.13 Further Assurances Each Party shall at its own costs and expenses from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give the other Party the full benefit of this Agreement.\n\n- 26 -\n\n\n\n\n\nIN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized representatives of the parties as of the dates set forth below. PHILIPS MEDICAL SYSTEMS PROFOUND MEDICAL INC. NEDERLAND B.V. By: /s/ Iwald Mons By: /s/ Arun Menawat Name: Iwald Mons Name: Arun Menawat Title: M&A Project Leader Title: Chief Executive Officer Date: July 31, 2017 Date: July 31, 2017\n\n\n\n\n\n[Redacted - Commercially Sensitive - Schedules concerning Product specifications, details, pricing, lead times, production plan and transition details]\ntext_B: 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 services?", + "before_question": "Does contract text_A contain an answer to the extraction request in text_B?", + "state": "Exhibit 4.5 SUPPLY AGREEMENT between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.\n\n\n\n\n\nTHIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017 by Customer, Koninklijke Philips NV (\"Philips NV\") N.V. and Customer agreed to execute and deliver (or cause to be executed and delivered) certain ancillary agreements one of which is this Agreement; B. Prior to the consummation of the transactions contemplated by the Purchase Agreement, Philips manufactured the Product in-house and did not outsource the manufacturing to an independent facility, and as a result, Philips has intimate knowledge of the manufacturing process and requirements for the Product; C. Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement; D. As Philips historically manufactured the Product in-house, to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer's organization, Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process can be transitioned to Customer hereunder; E. Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement;\n\n\n\n\n\nF. Customer acknowledges and agrees that it assumes all obligations and liabilities as the legal manufacturer of the Product as from the Effective Date, on the terms and conditions set out in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS The following terms used in this Agreement shall have the meaning set forth below: \"Affiliate\" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. As used in this definition, \"control\", \"controlled by\" and \"under common control with\" means possession, directly or indirectly, of power to direct or cause the direction of management or policies of such Person (whether through ownership of securities or other partnership or ownership interests, as trustee, personal representative or executive or by contract, credit agreement or otherwise), provided that in any event, any Person which owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control such Person. \"Agreement\" means this Supply Agreement including any and all of its Schedules as attached hereto and as may be amended or supplemented from time to time in accordance with the provisions hereof. \"Business Day\" means any day other than a Saturday, Sunday or statutory holiday, in the Province of Ontario or the Netherlands. \"Claim\" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at Law, in equity or otherwise. \"Confidential Information\" means any information, provided in whatever form (including in written, electronic or oral form) or medium, which relates to either Party's or its Affiliates' business, products (hardware and software), technology, business plans, product plans, customers, customer information, specifications, designs, costs, prices, business opportunities, Know How, trade secrets, inventions, techniques, processes, algorithms, software programs, schematics and any other business or technical information disclosed by the Disclosing Party to the Receiving Party in connection with this Agreement. \"Confirmation\" has the meaning ascribed thereto in clause 4.4. \"Contract Year\" means the twelve (12) month period beginning on the Effective Date, and each subsequent twelve (12) month period during the Term.\n\n- 3 -\n\n\n\n\n\n\"Customer\" has the meaning ascribed thereto in the Preamble. \"Customer Indemnified Parties\" has the meaning ascribed thereto in clause 10.1. \"Delivery\" means the actual delivery of the Product to Customer and the acceptance by Customer of the Product in accordance with clause 7.1. \"Disclosing Party\" as the meaning ascribed thereto in clause 14.1. \"DMR\" has the meaning ascribed thereto in clause 5.3. \"EDI\" means electronic data interchange. \"Effective Date\" means the Completion Date as defined in the Purchase Agreement. \"Encumbrance\" means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. \"Export Regulations\" has the meaning ascribed thereto in clause 16.1. \"Factory Test Report\" means the report, the content of which is set forth in Schedule 4, that Philips shall prepare and maintain, identifying the factory tests Philips completes on the Product prior to Delivery to support its compliance with the Specifications. \"Force Majeure\" has the meaning ascribed thereto in clause 0. \"Forecasts\" means those documents setting out anticipated demand for the Product as to be more particularly described in clause 3.2. \"Governmental Authority\" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. \"Intellectual Property Rights\" means, in any and all jurisdictions, all: (a) patents and applications therefor, including all continuations, continuations-in-part and provisionals and patents issuing thereon, and all reissues, re-examinations, substitutions, renewals and extensions thereof (collectively, \"Patents\"); (b) trademarks, service marks, trade names, trade dress, logos, corporate names, Internet domain names or uniform resource locators used in connection with any global computer or electronic network, together with all translations, adaptations, derivations and combinations thereof, and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions thereof; (c) industrial designs, designs and design rights; (d) copyrights, works of authorship and moral rights, and all registrations, applications, renewals, extensions and reversions thereof; (e) trade secrets, discoveries, concepts, ideas, research and development, Know How, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, quality data, procedures, designs, drawings, specifications, databases, and other proprietary or confidential information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, which would constitute a \"trade secret\" under applicable Law, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (\"Trade Secrets\"); (f) inventions, processes and designs; and (g) software, and all source code, object code, data and documentation relating thereto.\n\n- 4 -\n\n\n\n\n\n\"Know How\" means any and all concepts, ideas, information, data and documents of whatever nature, including, without limitation, drawings, methods, techniques, designs, specifications, photographs, samples, models, processes, procedures, reports, particulars of a technical nature (including, without limitation, any know how related to the manufacturing or design of Products and technical and commercial know how). \"Law\" means all laws, statutes, ordinances, decrees, judgments, codes, standards, acts, orders, by-laws, rules, regulations, permits, legally binding policies and guidelines and legally binding requirements of all Governmental Authorities. \"Lead-Time\" means, as applicable, the minimum number of days required between the date of the Purchase Order and the date of Delivery requested in a Purchase Order as such number is listed in Schedule 2. \"Losses\" has the meaning ascribed thereto in clause 10.1. \"New Technology\" has the meaning ascribed thereto in clause 13.3. \"Other Transaction Documents\" has the meaning ascribed thereto in clause 6.6. \"Parties\" and \"Party\" have the meaning ascribed thereto in the Preamble. \"Permit\" has the meaning ascribed thereto in clause 8.2(c). \"Person\" includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his or her capacity as trustee, executor, administrator or other legal representative. \"Project Manager\" has the meaning ascribed thereto in clause 12.8(a). \"Project Team\" has the meaning ascribed thereto in clause 12.8. \"Quality Agreement\" has the meaning ascribed thereto in clause 8.1. \"Philips\" has the meaning ascribed thereto in the Preamble.\n\n- 5 -\n\n\n\n\n\n\"Philips Indemnitees\" has the meaning ascribed thereto in clause 10.1(ii) \"Product\" means the Sonalleve MR-guided HIFU device which Philips shall manufacture and supply according to this Agreement as specified in Schedule 1,including spare parts. \"Production Plan\" means the production plan setting forth the delivery limitations as specified in Schedule 3, and as may be updated in accordance with clause 3.1. \"Purchase Order\" means an order for Products as may be submitted by Customer in accordance with clause 3. \"Quality Agreement\" means the Quality Agreement as described further in clause 8.1 of this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms thereof. \"Receiving Party\" as the meaning ascribed thereto in clause 14.1. \"Regulatory Transfer Date\" has the meaning ascribed to such term in clause 2.3. \"Representatives\" has the meaning ascribed to such term in clause 14.2. \"Required Jurisdictions\" [Redacted - Commercially Sensitive] \"RPA\" means the resale purchasing agreement between the Parties, dated as of the Effective Date. \"Specifications\" means the specifications for the Product as set out in Schedule 1, as such specifications be amended from time to time in accordance with the terms of the quality agreement (the \"Quality Agreement\"). \"Term\" has the meaning ascribed thereto in clause 12.1. \"Third Parties\" means a Person who is not a Party or an Affiliate of a Party. \"Transferred Confidential Information\" has the meaning ascribed thereto in clause 14.4. \"Transition Plan\" has the meaning ascribed thereto in clause 12.8. \"VAT\" has the meaning ascribed thereto in clause 6.1. 2. GENERAL, SCOPE 2.1 During the Term, Philips shall manufacture and supply and Customer shall purchase the Products ordered by Customer pursuant to Purchase Orders (issued by Customer and accepted by Philips) in accordance with the terms and conditions of this Agreement.\n\n- 6 -\n\n\n\n\n\n2.2 The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions. Notwithstanding the foregoing, if any terms and conditions contained in a Purchase Order conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will prevail and such additional, contrary or different terms will have no force or effect. Except for such additional and contrary terms, the terms and conditions of all Purchase Orders are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this clause 2.2, any additional, contrary or different terms contained in any Confirmation (as defined below) or any of Philips's invoices or other communications between the Parties, and any other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed rejected by Customer and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized by both Parties. 2.3 On the Effective Date, Philips (or its Affiliate, Philips Oy) is the legal manufacturer of the Product. Customer hereby covenants and agrees to file with all applicable notified bodies and Governmental Authorities, including but not limited to BSI, Notified Body and ISO Registrar, on a jurisdiction-by-jurisdiction basis, within the applicable time periods for each jurisdiction outlined in the \"Transitional Service Level Agreement\" (TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers), all documentation required or necessary to change the legal manufacturer of the Product in each Required Jurisdiction from Philips Oy to Customer for all applicable regulatory purposes. In order to expedite and achieve such change of legal manufacturer and to achieve the required changes outlined in such Transitional Service Level Agreement, Customer shall fully cooperate with as required by and actively facilitate the above registration process by the applicable notified bodies and Governmental Authorities in each Required Jurisdiction. On a jurisdiction-by-jurisdiction basis, from the date that the legal manufacturer is updated to Customer in such jurisdiction, Philips will supply the Products in such jurisdiction as contract manufacturer of Customer under this Agreement. 2.4 Philips shall provide such reasonable support, assistance and information reasonably requested by Customer and as outlined in the above referenced Transitional Service Level Agreement (including, to achieve the required changes outlined in such Transitional Service Level Agreement) in connection with Customer's transfer of the registrations in respect of the Product from Philips to Customer (as contemplated by clause 2.3 above), including, those services outlined in the Transitional Service Level Agreement, participating in any meeting with the applicable Governmental Authority reasonably requested by Customer and subject to the limitations and the obligations of the Parties under the \"Transitional Service Level Agreement\" (TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers) concluded by the Parties in conjunction with the Purchasing Agreement. 3. DELIVERY CAPACITY, FORECAST 3.1 Philips shall maintain a delivery capacity, which allows Philips to deliver the Products in accordance with the Lead Times, Forecasts and Purchase Orders, but always subject to the supply limitations, if any, outlined in the Production Plan. Such Production Plan may be updated, and the production capacity may be increased only by the Parties' written agreement and any reasonable additional incremental (and documented) investment required to exclusively satisfy such increase shall be borne by Customer. Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA. 3.3 Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter. 3.5 The reasonable and documented costs of all materials, parts and components which have been purchased and paid for by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase Orders of Customer within [Redacted - Commercially Sensitive] of the purchase of such materials. The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive]. Upon payment the title of the materials, parts and/or components shall transfer to Customer.\n\n- 8 -\n\n\n\n\n\n4. PURCHASE ORDERS 4.1 Customer shall place Purchase Orders in writing (or any other mutually agreed manner of communication, e.g. email or EDI) within the Lead-Time and in accordance with the Forecast provided to Philips in accordance with clause 3. 4.2 Each Purchase Order shall be given in writing (or such other manner of communication (e-mail) as may be mutually agreed from time to time) and shall specify: (a) Purchase Order number; (b) the type (including Product name and codes) and quantity of Products ordered; (c) the requested date of Delivery; (d) destination - ship to address; (e) the services ordered for the ordered Product; and (f) such other information as Philips may reasonably request from time to time. 4.3 No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4. 4.4 Philips shall confirm to Customer the receipt of each Purchase Order issued hereunder (each, a \"Confirmation\") within seven (7) days following Philips's receipt thereof in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer's Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept. Philips may not cancel any previously accepted Purchase Order hereunder. Customer may not cancel a previously accepted Purchase Order .\n\n- 9 -\n\n\n\n\n\n5. DELIVERY, TRANSFER OF RISK AND OWNERSHIP 5.1 [Redacted - Commercially Sensitive - Delivery Details] 5.2 If Customer fails to take Delivery of ordered Products at the date of Delivery acknowledged by Philips, then Philips may deliver the Products in consignment and at Customer's risk and cost. 5.3 Philips will manufacture, handle, properly pack, mark and ship the Products in accordance with Customer's instructions provided to Philips in writing as part of the Device Master Record (\"DMR\") or as otherwise set forth in the Quality Agreement. The purchase price for the Product includes the costs of packaging as defined in the DMR, but any additional costs resulting from compliance with non-standard packaging specifications (i.e., different from as defined in the DMR) shall be added to the Price. 5.4 [Redacted - Commercially Sensitive - Delivery Details] 6. PRICE AND PAYMENT 6.1 Prices are exclusive of any federal, state or local sales, use or excise taxes and any, value added tax imposed solely as a result of the sale and transfer of the Products (VAT). Philips will list separately on its invoice any tax lawfully applicable to the relevant Purchase Order and payable by Customer, if any, with respect to which Customer does not furnish evidence of exemption. Philips is responsible for remitting any applicable VAT, sales tax, consumption tax, or any other similar tax, in each instance, that were charged to Customer under an applicable Purchase Order, to the appropriate tax authorities in accordance with applicable Laws and required timelines. Philips will issue an invoice containing wording that will allow Customer to take advantage of any applicable \"input\" tax deduction. 6.2 Purchase prices for the Products are set out in Schedule 1. Prices are firm and fixed for the Term and shall include all costs for work performed, Delivery according to this Agreement and packaging as set forth in clause 5.3 above. 6.3 Any invoices provided by Philips shall refer to the Purchase Order number and any other details required by applicable Law. Philips shall invoice for the purchase prices set out in Schedule 1 on or at any time after Delivery. 6.4 Philips invoices, compliant with the requirements of this Agreement, will be payable within [Redacted - Commercially Sensitive] following the end of the month of the date of invoice. Customer shall make all payments in Euros by check, wire transfer or automated clearing house to the bank account designated by Philips. 6.5 [Redacted - Commercially Sensitive - Late Payment Details] 6.6 [Redacted - Commercially Sensitive]\n\n- 10 -\n\n\n\n\n\n7. CONFORMITY OF PRODUCTS 7.1 Philips represents and warrants to Customer that all Products delivered and any services provided hereunder: i. conform to the Specifications on the Delivery Date [Redacted - Commercially Sensitive]; ii. unless otherwise agreed with Customer in writing, are new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended; iii. are of sound workmanship, good quality and free from defects in construction, manufacture and material [Redacted - Commercially Sensitive]; iv. the manufacturing and shipment of the Product comply in all respects with applicable Laws, regulations, certification requirements, including health and safety standards and all other applicable regulatory requirements for the manufacture and shipment of Products; v. are free and clear of all liens, encumbrances, and other Claims against title; and vii. comply in all respects with the terms of this Agreement and the applicable Purchase Orders. 7.2 [Redacted - Commercially Sensitive] 7.3 [Redacted - Commercially Sensitive] the foregoing warranties will survive any inspection, delivery, acceptance, or payment by Customer and will be enforceable by Customer and its Affiliates, and their successors, assigns, subcontractors, distributors, dealers, agents and customers and all other entities combining, selling or using Products or goods into which Products have been incorporated (together, the \"Customer Parties\"), for the period set forth in clause 7.4. 7.4 Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1. If Philips agrees that Customer performs the repair, Philips will provide Customer free of charge with any replacement Product or upgrade necessary, and will reimburse Customer for all costs relating to such repair, including any related labor costs. 7.7 If Customer or any relevant Governmental Authority determines that a recall campaign is necessary, Customer will implement such recall campaign at Customer's sole cost and risk. Customer hereby covenants and agrees that it shall bear all costs and expenses related to the implementation of any such recall. In case of a recall of the Product, Philips shall at its sole cost provide full cooperation to Customer in order to achieve an efficient and effective recall by Customer. Philips shall provide such cooperation at its own costs, including internal organizational costs but not including the costs of repair, replacement, installation of Products and logistics related to the recall [Redacted - Commercially Sensitive]. For greater certainty, the obligations of the Parties pursuant to this clause 7.6 shall only apply in respect of Products sold or distributed on or after the Effective Date, and for clarity, to thwe extent there is a recall that involves any Product sold or distributed prior to the Effective Date, the covenants and obligations of the Parties pursuant to this clause 7.6 shall not apply (and shall be addressed by the terms of the Purchase Agreement). 7.8 [Redacted - Commercially Sensitive - Warranty Details] 8. QUALITY AND REGULATORY AND COMPLIANCE WITH LAWS 8.1 The Parties have entered into a Quality Agreement on or around the Effective Date, detailing Customer's requirements, as the legal manufacturer of the Product, with respect to the manufacturing of the Product by Philips as the contract manufacturer. . The Quality Agreement is deemed to be incorporated into this Agreement by reference and made a part hereof, and to the extent of a conflict between the terms of the Quality Agreement and this Agreement, the terms and provisions of this Agreement shall prevail. 8.2 Until, on a jurisdiction by jurisdiction basis, the Regulatory Transfer Date, Philips shall (a) remain the legal manufacturer of the Product according to its own quality management systems. (b) comply, in all material respects, with all applicable Laws, Philips' operation of its business and the exercise of its rights and performance of its obligations hereunder (including, the manufacture of the Product). Without limitation of the foregoing, Philips shall ensure the Product is manufactured in accordance with applicable Laws.\n\n- 12 -\n\n\n\n\n\n(c) obtain and maintain all Permits necessary for the exercise of its rights and performance of Philips' obligations under this Agreement, including any Permits required for the manufacture of the Product and the import or any materials and other manufacturing parts used in the production and manufacture of the Product, and the shipment of hazardous materials, as applicable. For purposes of this Agreement, \"Permit\" means any permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained or required to be obtained, from any Governmental Authority. 9. CHANGES TO PRODUCT 9.1 Any changes to the Product proposed by Philips shall be discussed and handled by the Parties as described in the Quality Agreement. Until execution of the Quality Agreement, the provisions of this clause 9 shall apply. 9.2 Philips shall be entitled to make changes to the Products to comply only with any applicable Laws. Without prejudice to the foregoing, it is understood and agreed that Customer (and not Philips) shall be responsible to notify Philips of any changes required to comply with any applicable Laws, as long as such applicable Laws concern the Products. 9.3 Customer may reasonably request and Philips may propose, in writing, that Philips makes a change to the method of packing, a change to the packaging, or the Products. Such request or proposal (as applicable) will include a description of the requested/proposed change sufficient to allow Philips, using commercially reasonable efforts, to evaluate the feasibility and impact on costs and other terms of such requested change, it being understood that Customer shall pay for any reasonable incremental and documented costs incurred by Philips in connection with such evaluation. All such changes are subject to Philips's written approval (and in case of a change proposal by Philips, Customer's written approval), which cannot unreasonably withheld, conditioned or delayed, it being understood that, if technically feasible and commercially reasonable, Philips shall make any changes required to comply with any applicable Laws upon Customer's written request. Philips will not be obligated to agree or accept any such request for a change nor to proceed with the requested change until the Parties have mutually agreed upon the changes to the Product's Specifications, the price, the implementation costs to be borne by Customer including, without limitation, development and other non-recurring expenses, the cost of inventory and materials that may become obsolete, and any other terms of this Agreement. 9.4 The incremental and documented costs of any changes (including any non-recurring costs such as development and re-engineering costs, as well as costs of changes to the tools used to manufacture the changed Products) shall be borne by Customer. All such charges will be charged to Customer at cost, without any additional markup. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY 10.1 Indemnification by Philips (i) Philips will defend, indemnify and hold harmless Customer and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the \"Customer Indemnitees\") from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney's fees, arising from or related to any actual or alleged [Redacted - Commercially Sensitive - Indemnification Details].\n\n- 13 -\n\n\n\n\n\n(ii) Customer will defend, indemnify and hold harmless Philips and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the \"Philips Indemnitees\") from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney's fees, arising from or related to any actual or alleged [Redacted - Commercially Sensitive - Indemnification Details] 10.2 [Redacted - Commercially Sensitive - Indemnification Details] 10.3 [Redacted - Commercially Sensitive - Indemnification Details] 10.4 The limitations and exclusions set forth above in this clause 10 shall apply to the fullest extent permitted by applicable Law. 11. TOOLS 11.1 The Parties will conclude contract(s) managing the ownership and use of tools and equipment needed for the manufacturing of the Products. 12. TERM AND TERMINATION AND TRANSITION 12.1 This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3. 12.3 Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations under the Agreement or terminate this Agreement upon written notice to the other Party if: (a) the other Party files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (b) the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding and such petition or proceeding is not dismissed within thirty (30) days from filing of such petition or proceeding;\n\n- 14 -\n\n\n\n\n\n(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement; (b) cooperate with the other Party to arrange for the sale and purchase of the materials, parts and components as referred to in clause 3.4; (c) return to the other Party all documents and materials (and any copies) containing the other party's Confidential Information; (d) erase all the other party's Confidential Information from its computer systems (to the extent possible); and (e) on request, certify in writing to the other Party that it has complied with the requirements of this clause. On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably.\n\n- 15 -\n\n\n\n\n\n12.6 Termination of this Agreement in accordance with this clause 12, is without prejudice to any right to claim for amounts or interest accrued prior to the date of such termination under this Agreement. 12.7 All terms and conditions of this Agreement which are intended (whether expressed or not) to survive the duration or termination of this Agreement will so survive, including, for greater certainty, clauses 2.3, 2.4, 6, 10, 12, 13, 14, and 18. 12.8 Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\"). In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which: (a) shall have a manager (\"Project Manager\"), one from Philips, who has experience in transferring manufacturing actives, and one from Customer, who has experience in setting up manufacturing activities; (b) shall be committed with sufficient capacity - made available by both Parties - to execute the Transition Plan within the given time frame (quantity), and the Parties shall ensure that sufficient and reasonable organizational resources are provided to each such Project Manager to ensure a smooth, uninterrupted and efficient transition of the manufacturing of the Product; (c) shall be sufficiently skilled and experienced with the activities under this Agreement (quality); (d) shall be fully dedicated to the timely and adequate execution of the Transition Plan. 12.9 The Parties shall perform such activities as set forth in the Transition Plan and shall otherwise perform all such obligations in good faith to ensure a smooth transfer of the manufacturing activities under this Agreement to Customer. In connection with the Transition Plan, Customer will pay all reasonable freight cost and any Philips' employee (or third parties engaged by Philips) at [Redacted - Commercial Sensitive - Billing Rate], as needed, in connection with the implementation of the Transition Plan. For greater certainty, Philips will only engage third party support to assist with the transition if such additional support is required in order to implement the Transition Plan and such additional support is previously approved by Customer in writing (not to be unreasonably withheld). If to the opinion of the Project Team, circumstances occur in which the timely and/or proper execution of the Transition Plan is obstructed, this shall be immediately reported to the relevant executive officers of both Parties for immediate resolution.\n\n- 16 -\n\n\n\n\n\n13. INTELLECTUAL PROPERTY RIGHTS 13.1 Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product. 13.4 The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products. 14. CONFIDENTIALITY 14.1 Confidential Information may be disclosed by or on behalf of a Party or its Affiliates (the \"Disclosing Party\") to the other Party or its Affiliates (the \"Receiving Party\") in connection with this Agreement. Each Party agrees to keep the other Party's (and its Affiliates) Confidential Information confidential and not to reproduce or disclose such Confidential Information to any third party, or to use it for any purpose other purpose than for the purposes of this Agreement. Each Party shall protect any Confidential Information of the other Party (and its Affiliates) with the same degree of care used in protecting its own Confidential Information, but no less than a reasonable degree of care. Unless otherwise mutually agreed in writing, the Confidential Information shall remain the property of the Disclosing Party. Each party's obligation to protect the Confidential Information of the other Party shall continue for a period of [Redacted - Commercial Sensitive - Time Period] following the date of termination of this Agreement.\n\n- 17 -\n\n\n\n\n\n14.2 Each Party may disclose the other Party's Confidential Information to its and its Affiliates' employees, officers, lawyers, accountants, professional advisers, consultants and sub-contractors (collectively, \"Representatives\") or financing sources (both debt and equity) or any prospective acquirer of a Party (or substantially all of the assets related to the Products)(collectively, \"Other Recipients\") on a strict need to know basis, provided that such Representatives and Other Recipients are subject to confidentiality obligations and/or agreements at least as stringent as the confidentiality restrictions imposed by this clause 14 on the Receiving Party. 14.3 The confidentiality obligations set out in this clause 14 shall not apply to any information (but only to the extent that such information) and the definition of \"Confidential Information\" shall not be deemed to include any information that: (a) is generally available from public sources or in the public domain through no fault or breach of the Receiving Party or any of its Representatives; (b) becomes available to the Receiving Party (or any of its Affiliates) unless the Receiving Party (or such Affiliate) is aware that such source was bound by a confidentiality agreement with the Disclosing Party or any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation of confidentiality with respect such information; (c) developed independently by the Receiving Party or any of its Affiliates without use of or reliance on the Disclosing Party's (or any of its Affiliates') Confidential Information as demonstrated by written records; or (d) was known or in the possession of the Receiving Party (or any of its Affiliates) prior to its disclosure by the Disclosing Party unless the Receiving Party (or such Affiliate) is aware that the source of such information was bound by a confidentiality undertaking to the Disclosing Party (or its Affiliates) or any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information.\n\n- 18 -\n\n\n\n\n\n14.4 Notwithstanding any of the carve outs to the definition of \"Confidential Information\" contained in clause 14.3, any Confidential Information in respect of the \"Purchased Assets\" and the \"Business\" (each, as defined under the Purchase Agreement) shall be deemed the Confidential Information of Customer (the \"Transferred Confidential Information\"), and, in respect of Philips, the carve out to the definition of \"Confidential Information\" contained in clause 14.3 shall not apply to any Transferred Confidential Information, notwithstanding the fact that Philips was aware, had possession of, or independently developed any such Transferred Confidential Information prior to the Effective Date 14.5 Clause 14 does not prohibit disclosure or use of any Confidential Information if and to the extent that the disclosure or use is required by applicable Law, any judicial or administrative proceedings, or the rules of any recognized stock exchange on which the shares of any Party are listed, provided that prior to such disclosure, the Receiving Party promptly notifies the Disclosing Party of such requirement with a view to providing the Disclosing Party with the opportunity to contest such disclosure or use and/or to obtain a protective order or otherwise to agree to the timing and content of such disclosure or use and the Receiving Party shall at the request of the Disclosing Party, assist the Disclosing Party in contesting such disclosure and/or obtaining a protective order; provided further that the Receiving Party shall only disclose such portions of the Confidential Information that are strictly required to be disclosed by applicable Law, and if permitted by applicable Law, the Disclosing Party shall be provided with the opportunity to review and comment on the disclosure to be made. 14.6 Each Party reserves all rights in its and its Affiliates' Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party or to be implied from this Agreement. Each Party, and its Representatives shall protect and keep confidential and shall not use, publish or otherwise disclose to any Third Party, except as permitted by this Agreement, or with the other Party's written consent, the other Disclosing Party's Confidential Information. 15. FORCE MAJEURE Notwithstanding any provision to the contrary contained in this Agreement, the Parties shall be excused from the consequences of any breach of this Agreement if and to the extent that such breach was caused in whole or in part by a Force Majeure event, provided that (a) the affected Party shall not in any material way have caused or contributed to such Force Majeure event, (b) the Force Majeure event could not have been prevented by reasonable and ordinary precautions (as would be employed by a reasonably prudent person in the position of the affected party), and (c) the Force Majeure event could not reasonably have been circumvented by the affected Party by reasonable and ordinary commercial means, such as the use of alternate suppliers or subcontractors. Notwithstanding the foregoing: (a) the existence or occurrence of a Force Majeure event shall excuse a breach of this Agreement only for such period of time as the Force Majeure event remains in existence and only to the extent that such Force Majeure event has caused in whole or in part the breach of this Agreement;\n\n- 19 -\n\n\n\n\n\n(b) the existence of a Force Majeure event that has caused a breach of this Agreement shall not prevent a Party from asserting and acting upon a breach of this Agreement that has not been caused by a Force Majeure event; (c) If a Party is not or is not expected to be able to perform any material obligation under this Agreement due to a Force Majeure event for a period of [Redacted - Commercial Sensitive - Time Period] or more, the other Party may terminate this Agreement without liability. (d) Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period]. For the purposes of this clause 15, \"Force Majeure\" means any prevention, delay, stoppage or interruption in the performance of any obligation or the occurrence of any event due to an act of God, the occurrence of enemy or hostile actions, sabotage, war, blockades, terrorist attacks, insurrections, riots, epidemics, nuclear and radiation activity or fall-out, civil disturbances, explosions, fire or other casualty, failure of energy sources, any industry-wide material shortage and changes in governmental or regulatory action or legislation or regulation, third party labour disputes or strikes or any other similar causes beyond the control of the Party seeking relief from its obligations as a result of such event, but not including, for clarity, any financial inability of Philips or any of its Affiliates or the failure of any subcontractor to perform obligations owed to Philips unless when those are caused by Force Majeure. 16. EXPORT CONTROL 16.1 Customer understands that certain transactions of Philips are subject to export control Laws and regulations, such as but not limited to the UN, EU and the USA export control Laws and regulations, (\"Export Regulations\") which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Philips to export, re-export or transfer Products as well as any technical assistance, training, investments, financial assistance, financing and brokering will be subject in all respects to such Export Regulations and will from time to time govern the license and Delivery of Products and technology abroad by persons subject to the jurisdiction of the relevant authorities responsible for such Export Regulations. If the Delivery of Products, services and/or documentation is subject to the granting of an export or import license by certain governmental authorities or otherwise restricted or prohibited due to export/import control regulations, Philips may suspend its obligations and Customer's and/or end-user's rights until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Philips may even terminate the relevant order in all cases without incurring any liability towards Customer or end-user. 16.2 Philips undertakes to provide Customer on request and in a timely fashion, with the following information in relation to the Products: (a) The country of origin of items to be supplied; and\n\n- 20 -\n\n\n\n\n\n(b) The applicable export control classification number of items known by Philips to be so subject to control. 16.3 Each Party will provide the other with reasonable assistance when applying for export licences for the Product. 16.4 Customer warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product. Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party. 16.5 Customer shall take all commercially reasonable actions in a manner consistent with industry practice, that are within its reasonable control to help minimize the risk of a customer/purchaser or end-user contravening such Export Regulations. 17. REGULATORY MATTERS Until execution of the Quality Agreement, the following provision shall govern the regulatory aspects of the activities under this Agreement. 17.1 Regulatory Actions Customer and Philips agree to notify each other within two (2) Business Days of any regulatory action affecting the Product. 17.2 Government Inspections, Compliance Review and Inquiries Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws. Philips shall give Customer prompt written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a written summary of such inspection or audit within five (5) Business Days following completion thereof. Philips agrees to use commercially reasonable efforts to promptly rectify or resolve any deficiencies (consisting of any failure to meet applicable regulatory requirements under applicable Law then in force) noted by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority in a report or correspondence issued to Philips or Customer. Subject to any specific arrangements agreed upon by the parties and subject to any limitations due to the fact (and until) Philips is the legal manufacturer, Customer shall be responsible for communicating with any Governmental Authority concerning the Product or the marketing, distribution, sale use of the Product, and Philips shall provide Customer with such assistance as Customer may reasonably require to assist it in such communications. Philips shall have no such communications specifically related to the Product, except to the extent (and notwithstanding its confidentiality undertakings in this Agreement) that they relate to Philips's manufacture, testing, storage and preparation for shipment of Product under this Agreement or as required of Philips directly by the Governmental Authority (including but not limited to due to the fact (and until) Philips is the legal manufacturer of the Product), in which case Philips shall be responsible for such communications. Notwithstanding the foregoing and except to the extent that an immediate or urgent communication is necessary under the circumstances or required by applicable Law, Philips in good faith shall consult in advance with Customer regarding all communications with any Governmental Authority that relate to Product or to Philips' ability to manufacture the Product pursuant to this Agreement.\n\n- 21 -\n\n\n\n\n\n17.3 Complaints and Adverse Events Philips and Customer shall fully comply with the terms of the Quality Agreement regarding their respective obligations and responsibilities with respect to any complaints or adverse events regarding the Product and other activities related to this Agreement. 17.4 Records Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer. 17.5 Testing, Documentation, and Quality Assurance Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement. The Parties agree to execute, and shall comply with their respective obligations and duties set forth in, the Quality Agreement. To the extent that there is any conflict between the terms of this Agreement and the Quality Agreement, the terms of this Agreement shall govern. 17.6 Cooperation as to Adverse Events, Product Inquiries and Recalls Each Party shall provide to each other in a timely manner all information which the other party reasonably requests regarding the Product in order to enable the other party to comply with all applicable Laws. Without limiting the foregoing, each Party will cooperate fully with the other party in connection with any recall efforts and mandatory problem reporting to Governmental Authorities as more fully detailed in the Quality Agreement.\n\n- 22 -\n\n\n\n\n\n18. MISCELLANEOUS 18.1 Entire Agreement This Agreement, together with the Quality Agreement and the Purchase Order, contains the entire agreement between the Parties relating to the subject matter of this Agreement, to the exclusion of any terms implied by applicable Law which may be excluded by contract, and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement. Each Party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly set out in this Agreement. 18.2 Severability If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable Law, then: (a) such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected; (b) the Parties shall use reasonable efforts to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision. 18.3 Notices Any notice or other communication required or permitted to be given to any Party hereunder shall be in writing and shall be given to such Party at such Party's address set forth below, or such other address as such Party may hereafter specify by notice in writing to the other Party. Any such notice or other communication shall be addressed as aforesaid and given by: (a) delivered personally; (b) sent by an internationally recognized overnight courier service such as Federal Express; or (c) e-mail transmission, Philips' details: PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. Address: PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. P.O. Box 10.000 5680 DA Best, The Netherlands\n\n- 23 -\n\n\n\n\n\nAttention: [Redacted - Personal Information], Operations Manager MR Best Email: [Redacted - Personal Information] With copy to: Legal Department PMSN BV Veenpluis 4-6 5684 PC Best Building QX2 Email: The Company's details: PROFOUND MEDICAL INC. Address: Profound Medical Inc. 2400 Skymark Avenue, Unit #6 Mississauga, ON, L4W 5K5, Canada Attention: Arun Menawat E-mail: [Redacted - Personal Information] With copy to: Torys LLP Suite 3000, P.O. Box 270 79 Wellington Street West TD Centre Toronto, ON M5K 1N2 Attention: Cheryl Reicin Any notice or other communication will be deemed to have been duly given: (A) on the date of service if served personally; (B) on the Business Day after delivery to an international overnight courier service, provided receipt of delivery has been confirmed; or (C) on the date of transmission if sent via e-mail transmission, provided confirmation of receipt is obtained promptly after completion of transmission and provided that transmission via e-mail is followed promptly by delivery via one of the methods in Clause 18.3(a) or (b) above. 18.4 Assignment This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-à-vis such Third Party.\n\n- 24 -\n\n\n\n\n\n18.5 Independent Contractors The Parties to this Agreement are independent contractors and nothing in this Agreement shall operate to create a relationship of agency, partnership or employment between the Parties and neither Party shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise (except as expressly permitted by the terms of this Agreement). 18.6 Headings Headings used in this Agreement are for convenience only and shall not affect the interpretation. 18.7 Amendments and Waiver No amendment of this Agreement shall be effective unless such amendment is in writing and signed by or on behalf of each of the Parties. No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by or on behalf of the Party entitled to give such waiver. 18.8 Disputes and Applicable Law This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands. The applicability of the UN Convention on Contracts for the International Sale of Goods (Vienna convention) is explicitly excluded. Any dispute arising out of or in connection with this Agreement shall be resolved in the manner provided in Sections 12.1 and 12.2 of the Purchase Agreement. 18.9 Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures submitted by facsimile and electronically transmitted signatures as to which authenticity can reasonably be confirmed, shall be valid. 18.10 Third Party Rights Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.\n\n- 25 -\n\n\n\n\n\n18.11 Costs Except as otherwise provided in this Agreement, all costs which a Party has incurred or shall incur in preparing, concluding or performing this Agreement are for that Party's own account. 18.12 Insurance Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance. 18.13 Further Assurances Each Party shall at its own costs and expenses from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give the other Party the full benefit of this Agreement.\n\n- 26 -\n\n\n\n\n\nIN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized representatives of the parties as of the dates set forth below. PHILIPS MEDICAL SYSTEMS PROFOUND MEDICAL INC. NEDERLAND B.V. By: /s/ Iwald Mons By: /s/ Arun Menawat Name: Iwald Mons Name: Arun Menawat Title: M&A Project Leader Title: Chief Executive Officer Date: July 31, 2017 Date: July 31, 2017\n\n\n\n\n\n[Redacted - Commercially Sensitive - Schedules concerning Product specifications, details, pricing, lead times, production plan and transition details]", + "question": "Does the contract contain an answer to the following extraction request?\nHighlight 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 services?", + "options": [ + "no", + "yes" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "cuad:test:SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Parties:cuad-answerability-b11692cc91", + "before_state": "text_A: Exhibit 10.47 Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014 Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June 25, 2014\ntext_B: 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", + "before_question": "Does contract text_A contain an answer to the extraction request in text_B?", + "state": "Exhibit 10.47 Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction. Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014 Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June 25, 2014", + "question": "Does the contract contain an answer to the following extraction request?\nHighlight 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", + "options": [ + "no", + "yes" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "cuad:test:GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Disparagement:cuad-answerability-b11692cc91", + "before_state": "text_A: EXHIBIT 10.1 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients™, a corporation organized under the laws of Nevada having their principal office(s) at 1119 West 1st Ave., STE G, Spokane, WA 99201 (collectively the \"Company\"). RECITALS A. Whereas, NFLA is a nationwide group of former National Football League players, coaches, and other employees whose mission is to serve, assist and inform players and their families. The association offers a variety of medical, financial and social programs to help members lead healthy, productive and connected lives. B. Whereas, NFLA-NC is a local Chapter of the NFLA and supports the organizations \"Caring for Kids\" initiative through fundraising for youth-related charities. C. The Company desires to obtain the rights to use the Pro Football Legends Logo of the NFLA in connection with the advertisement and promotion of certain of its products. An image of the Pro Football Legends Logo is depicted in Exhibit A. D. The NFLA agrees to license such rights to the Company. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: A. \"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement. B. \"Contract Territory\" shall mean worldwide. C. \"Contract Year\" shall mean each of the consecutive 12-month periods beginning on the effective date of the Agreement of the Contract Period. 1\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n D. \"Gross Sales\" shall mean total revenues, under generally accepted accounting principles, from sales of the Licensed Products, but does not include any revenue from sales, use or other transaction taxes, duties, handling, graphics, embroidery or shipping. E. \"Net Sales\" shall mean Gross Sales less Product returns, trade discounts, samples, allowances, value added services, markdowns, customer charge backs and liquidation sales (substantially discounted and out of ordinary distribution channel) of Licensed Products. F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron MVP™ and Gridiron MVP™ Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. G. \"Products\" shall mean goods manufactured, distributed or otherwise sold by the Company. H. \"Licensed Marks\" shall mean in connection with the rights and benefits granted to Company hereunder as set forth in General Terms. Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks. I. \"Trademark Protection\" for the purposes of this agreement, \"NFLA MARKS\" means the names, symbols, emblems, designs, and colors of the NFLA, including but not limited to the Licensed Marks. Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA. Company agrees that NFLA marks possesses a special, unique and extraordinary character that makes difficult assessment of the monetary damages that would be sustained by their unauthorized use. Company recognizes that irreparable injury would be caused by unauthorized use of any of the NFLA marks, and agrees that injunctive and other equitable relief would be appropriate in the event of such unauthorized use, and that such remedy would not be exclusive of other legal remedies available to NFLA. Company recognizes that great value and goodwill associated with NFLA marks belongs to the NFLA and that the NFLA marks have secondary meaning. 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n J. \"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products. K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards. Company shall ensure that all uses of the name of the NFLA comply with applicable law. SECTION THREE. PRIOR APPROVAL Company agrees that no use of the name of the NFLA Identification nor any item used in connection with the name of NFLA Identification (including any Licensed Product) will be made under this Agreement unless and until the same is approved by the NFLA. The NFLA agrees that any material, advertising or otherwise, submitted for approval as provided in this section may be deemed by Company to have been approved under this section if the same is not disapproved in writing within ten (10) business days after receipt of the material. The NFLA agrees that it will reasonably cooperate with Company and that any material submitted under this section will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds for disapproval. If Company desires immediate approval of advertising material, Company shall have the right to directly contact the NFLA's authorized agent to obtain such approval. Company agrees to protect, indemnify and hold harmless the NFLA and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with any advertising material furnished by, or on behalf of Company, except with respect to any inaccurate information furnished by them expressly for use in such advertising. 3\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter. C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP™ Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP™Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.\n\n ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products. D. Product Commitment. Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities. The Company agrees to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members. E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products. 4\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FIVE. SERVICES OF COMPANY A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program. SECTION SIX. SERVICES OF NFLA-NC A. If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule. Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon. The Company agrees that it will reimburse the NFLA-NC and if applicable the NFLA or its officers/members for all reasonable travel, lodging and meal expenses incurred by the NFLA / NFLA-NC or its officers/members in connection with such services. The Company understands that failure to use services of a member of the NFLA / NFLA-NC pursuant to this section shall not result in any reduction in payments to NFLA-NC under this Agreement. The obligations of the NFLA / NFLA-NC to provide services of its officers/members under this Agreement are subject to the condition that payments to NFLA-NC are current and up to date. B. Should Company use any member of the NFLA-NC in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments. C. During the Contract Period, NFLA-NC shall make a good faith effort to assure that its members shall wear Company Products at all professional and promotional events and at all media appearances where appropriate, and when not in conflict with its members existing agreements. It is agreed that the logo or name of Company (the \"Company Logo\") shall be affixed to an appropriate location (i.e. shoulder-sleeve and/or back] of all Company Products that members of the NFLA-NC wear. Company agrees that it will be responsible for, and the cost of, affixing the Company Logo on all such Company Products. Company acknowledges that other locations on the NFLA-NC Products are reserved for NFLA-NC's other sponsors. Furthermore, Company understands that if the NFLA-NC or its Officers/members participate in a special team event where there is an official uniform, then representatives of the NFLA-NC are permitted to wear such uniform during such event. D. The NFLA shall list the Company as a sponsor on all of its promotional materials, websites or other electronic media. The NFLA shall allow the Company to participate in local and national NFLA functions (i.e. Super Bowl Parties, Award Ceremonies, Banquets, etc…) at the Company's own expense. E. The NFLA shall promote Company and Company's products to NFLA database and audience by deliverables listed in Exhibit B. 5\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION SEVEN. PAYMENTS All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows: $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC. Donated amounts will be allocated and dispersed to the NFLA-NC beginning on the first full quarter (three month period) of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Past due payments under this Agreement shall bear interest at the rate of: (a) 1% per month; or (b) the maximum interest rate permissible under law, whichever is less. All amounts in this section are in United States dollars. SECTION EIGHT. AUTHORIZED AGENT Each party shall designate its authorized agent for all purposes under this Agreement. All notices or submissions to be made or delivered by the Company, the NFLA or the NFLA-NC pursuant to this Agreement shall be delivered to the agent's address below, free of all charges (for example, shipping charges and customs charges). If any such shipping charges are paid by another party or by its authorized agent, the corresponding party agrees to make prompt reimbursement. All notices or submissions to be made or delivered to Company pursuant to this Agreement shall be delivered to: The Company Food For Athletes/Gridiron BioNutrients™ Attention: Darren Long 1147 N Roseburg Ct STE A, Visalia CA, 93291 NFLA-NC National Football League Alumni - Northern California Chapter Attention: Russell Isaacson - Comptroller 1311 Madison Avenue Redwood CA 94061 NFLA National Football League Alumni, Inc. Attention: Elvis Gooden 8000 Midlantic Drive, 130 S. Mount Laurel, NJ. 08054 6\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION NINE. DEFAULT A. If either party at any time during the Contract Period shall: (i) fail to make any payment of any sum of money specified in this Agreement to be made; or (ii) fail to observe or perform any of the covenants, agreements or obligations under this Agreement (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: As to a default under clause (i) above, if such payment is not made within 10 business days after the defaulting party shall have received written notice of such failure to make payment; or, as to a default under clause (ii) above, if such other default is not cured within 30 days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default. In order to be a sufficient notice under this section, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party is required to take in order to cure each item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the non-defaulting party under this Agreement, however, and if default is made by either party under this Agreement, the other party may resort to such other remedies as such party would have been entitled to if this section had been omitted from this Agreement, subject to the terms of this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party, and if Company is the defaulting party, Company shall be responsible for any and all payments due under the terms of this Agreement in addition to other liabilities set forth above. B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate. SECTION TEN. USE OF THE NFLA/NFLA-NC's IDENTIFICATION AFTER TERMINATION A. Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products. SECTION THIRTEEN. INDEMNITY Company agrees to protect, indemnify and hold harmless the NFLA / NFLA-NC and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, actions or omissions of Company, any advertising material furnished by, or an behalf of, Company, or any claim or action for personal injury, death or other cause of action involving alleged defects in Company's Products or services. Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020. 8\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION SIXTEEN. LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages. SECTION SEVENTEEN. WAIVER The failure of either party at any time or times to demand strict performance by the other party of any of the terms, covenants or conditions set forth in this Agreement shall not be construed as a continuing waiver or relinquishment of the same and each party may at any time demand strict and complete performance by the other party of such terms, covenants and conditions. Any waiver of such rights must be set forth in writing. SECTION EIGHTEEN. SEVERABILITY If any provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected by such declaration. SECTION NINETEEN. ASSIGNMENT This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns. SECTION TWENTY. GOVERNING LAW; ARBITRATION This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws. If a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer not employed by or associated with either party to this Agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located within 225 miles of Hayward, California. Each party is entitled to depose one fact witness and all expert witnesses retained by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court. SECTION TWENTY-ONE. HEADINGS Section headings contained in this Agreement are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted. 9\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION TWENTY-TWO. NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent, or employer and employee, between NFLA and Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever except as expressly set forth in this Agreement, nothing contained in this Agreement shall give, or is intended to give, any rights of any kind to any person. SECTION TWENTY-THREE. ENTIRE AGREEMENT This writing constitutes the entire agreement between the parties to this Agreement and may not be changed or modified except by a writing signed by the party or parties to be charged by such change or modification. The parties have executed this Agreement on October 30, 2017. Food For Athletes, Inc. / Gridiron BioNutrients™ By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President 10\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n EXHIBIT A PRO FOOTBALL LEGENDS LOGO\n\n 11\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n EXHIBIT B NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company. 12\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\ntext_B: 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?", + "before_question": "Does contract text_A contain an answer to the extraction request in text_B?", + "state": "EXHIBIT 10.1 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients™, a corporation organized under the laws of Nevada having their principal office(s) at 1119 West 1st Ave., STE G, Spokane, WA 99201 (collectively the \"Company\"). RECITALS A. Whereas, NFLA is a nationwide group of former National Football League players, coaches, and other employees whose mission is to serve, assist and inform players and their families. The association offers a variety of medical, financial and social programs to help members lead healthy, productive and connected lives. B. Whereas, NFLA-NC is a local Chapter of the NFLA and supports the organizations \"Caring for Kids\" initiative through fundraising for youth-related charities. C. The Company desires to obtain the rights to use the Pro Football Legends Logo of the NFLA in connection with the advertisement and promotion of certain of its products. An image of the Pro Football Legends Logo is depicted in Exhibit A. D. The NFLA agrees to license such rights to the Company. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: A. \"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement. B. \"Contract Territory\" shall mean worldwide. C. \"Contract Year\" shall mean each of the consecutive 12-month periods beginning on the effective date of the Agreement of the Contract Period. 1\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n D. \"Gross Sales\" shall mean total revenues, under generally accepted accounting principles, from sales of the Licensed Products, but does not include any revenue from sales, use or other transaction taxes, duties, handling, graphics, embroidery or shipping. E. \"Net Sales\" shall mean Gross Sales less Product returns, trade discounts, samples, allowances, value added services, markdowns, customer charge backs and liquidation sales (substantially discounted and out of ordinary distribution channel) of Licensed Products. F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron MVP™ and Gridiron MVP™ Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. G. \"Products\" shall mean goods manufactured, distributed or otherwise sold by the Company. H. \"Licensed Marks\" shall mean in connection with the rights and benefits granted to Company hereunder as set forth in General Terms. Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks. I. \"Trademark Protection\" for the purposes of this agreement, \"NFLA MARKS\" means the names, symbols, emblems, designs, and colors of the NFLA, including but not limited to the Licensed Marks. Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA. Company agrees that NFLA marks possesses a special, unique and extraordinary character that makes difficult assessment of the monetary damages that would be sustained by their unauthorized use. Company recognizes that irreparable injury would be caused by unauthorized use of any of the NFLA marks, and agrees that injunctive and other equitable relief would be appropriate in the event of such unauthorized use, and that such remedy would not be exclusive of other legal remedies available to NFLA. Company recognizes that great value and goodwill associated with NFLA marks belongs to the NFLA and that the NFLA marks have secondary meaning. 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n J. \"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products. K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards. Company shall ensure that all uses of the name of the NFLA comply with applicable law. SECTION THREE. PRIOR APPROVAL Company agrees that no use of the name of the NFLA Identification nor any item used in connection with the name of NFLA Identification (including any Licensed Product) will be made under this Agreement unless and until the same is approved by the NFLA. The NFLA agrees that any material, advertising or otherwise, submitted for approval as provided in this section may be deemed by Company to have been approved under this section if the same is not disapproved in writing within ten (10) business days after receipt of the material. The NFLA agrees that it will reasonably cooperate with Company and that any material submitted under this section will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds for disapproval. If Company desires immediate approval of advertising material, Company shall have the right to directly contact the NFLA's authorized agent to obtain such approval. Company agrees to protect, indemnify and hold harmless the NFLA and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with any advertising material furnished by, or on behalf of Company, except with respect to any inaccurate information furnished by them expressly for use in such advertising. 3\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FOUR. REMUNERATION In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration: A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter. C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit e. (1) Bottle Gridiron MVP™ Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP™Concentrate = 30 Units\n\n _____________ * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.\n\n ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products. D. Product Commitment. Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities. The Company agrees to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members. E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products. 4\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION FIVE. SERVICES OF COMPANY A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program. SECTION SIX. SERVICES OF NFLA-NC A. If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule. Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon. The Company agrees that it will reimburse the NFLA-NC and if applicable the NFLA or its officers/members for all reasonable travel, lodging and meal expenses incurred by the NFLA / NFLA-NC or its officers/members in connection with such services. The Company understands that failure to use services of a member of the NFLA / NFLA-NC pursuant to this section shall not result in any reduction in payments to NFLA-NC under this Agreement. The obligations of the NFLA / NFLA-NC to provide services of its officers/members under this Agreement are subject to the condition that payments to NFLA-NC are current and up to date. B. Should Company use any member of the NFLA-NC in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments. C. During the Contract Period, NFLA-NC shall make a good faith effort to assure that its members shall wear Company Products at all professional and promotional events and at all media appearances where appropriate, and when not in conflict with its members existing agreements. It is agreed that the logo or name of Company (the \"Company Logo\") shall be affixed to an appropriate location (i.e. shoulder-sleeve and/or back] of all Company Products that members of the NFLA-NC wear. Company agrees that it will be responsible for, and the cost of, affixing the Company Logo on all such Company Products. Company acknowledges that other locations on the NFLA-NC Products are reserved for NFLA-NC's other sponsors. Furthermore, Company understands that if the NFLA-NC or its Officers/members participate in a special team event where there is an official uniform, then representatives of the NFLA-NC are permitted to wear such uniform during such event. D. The NFLA shall list the Company as a sponsor on all of its promotional materials, websites or other electronic media. The NFLA shall allow the Company to participate in local and national NFLA functions (i.e. Super Bowl Parties, Award Ceremonies, Banquets, etc…) at the Company's own expense. E. The NFLA shall promote Company and Company's products to NFLA database and audience by deliverables listed in Exhibit B. 5\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION SEVEN. PAYMENTS All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows: $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC. Donated amounts will be allocated and dispersed to the NFLA-NC beginning on the first full quarter (three month period) of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Past due payments under this Agreement shall bear interest at the rate of: (a) 1% per month; or (b) the maximum interest rate permissible under law, whichever is less. All amounts in this section are in United States dollars. SECTION EIGHT. AUTHORIZED AGENT Each party shall designate its authorized agent for all purposes under this Agreement. All notices or submissions to be made or delivered by the Company, the NFLA or the NFLA-NC pursuant to this Agreement shall be delivered to the agent's address below, free of all charges (for example, shipping charges and customs charges). If any such shipping charges are paid by another party or by its authorized agent, the corresponding party agrees to make prompt reimbursement. All notices or submissions to be made or delivered to Company pursuant to this Agreement shall be delivered to: The Company Food For Athletes/Gridiron BioNutrients™ Attention: Darren Long 1147 N Roseburg Ct STE A, Visalia CA, 93291 NFLA-NC National Football League Alumni - Northern California Chapter Attention: Russell Isaacson - Comptroller 1311 Madison Avenue Redwood CA 94061 NFLA National Football League Alumni, Inc. Attention: Elvis Gooden 8000 Midlantic Drive, 130 S. Mount Laurel, NJ. 08054 6\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION NINE. DEFAULT A. If either party at any time during the Contract Period shall: (i) fail to make any payment of any sum of money specified in this Agreement to be made; or (ii) fail to observe or perform any of the covenants, agreements or obligations under this Agreement (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: As to a default under clause (i) above, if such payment is not made within 10 business days after the defaulting party shall have received written notice of such failure to make payment; or, as to a default under clause (ii) above, if such other default is not cured within 30 days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default. In order to be a sufficient notice under this section, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party is required to take in order to cure each item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the non-defaulting party under this Agreement, however, and if default is made by either party under this Agreement, the other party may resort to such other remedies as such party would have been entitled to if this section had been omitted from this Agreement, subject to the terms of this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party, and if Company is the defaulting party, Company shall be responsible for any and all payments due under the terms of this Agreement in addition to other liabilities set forth above. B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate. SECTION TEN. USE OF THE NFLA/NFLA-NC's IDENTIFICATION AFTER TERMINATION A. Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA. 1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination. 2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products. SECTION THIRTEEN. INDEMNITY Company agrees to protect, indemnify and hold harmless the NFLA / NFLA-NC and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, actions or omissions of Company, any advertising material furnished by, or an behalf of, Company, or any claim or action for personal injury, death or other cause of action involving alleged defects in Company's Products or services. Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate. SECTION FIFTEEN. CONTRACT EXTENSION Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020. 8\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION SIXTEEN. LIMITED LIABILITY Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages. SECTION SEVENTEEN. WAIVER The failure of either party at any time or times to demand strict performance by the other party of any of the terms, covenants or conditions set forth in this Agreement shall not be construed as a continuing waiver or relinquishment of the same and each party may at any time demand strict and complete performance by the other party of such terms, covenants and conditions. Any waiver of such rights must be set forth in writing. SECTION EIGHTEEN. SEVERABILITY If any provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected by such declaration. SECTION NINETEEN. ASSIGNMENT This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns. SECTION TWENTY. GOVERNING LAW; ARBITRATION This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws. If a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer not employed by or associated with either party to this Agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located within 225 miles of Hayward, California. Each party is entitled to depose one fact witness and all expert witnesses retained by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court. SECTION TWENTY-ONE. HEADINGS Section headings contained in this Agreement are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted. 9\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n SECTION TWENTY-TWO. NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent, or employer and employee, between NFLA and Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever except as expressly set forth in this Agreement, nothing contained in this Agreement shall give, or is intended to give, any rights of any kind to any person. SECTION TWENTY-THREE. ENTIRE AGREEMENT This writing constitutes the entire agreement between the parties to this Agreement and may not be changed or modified except by a writing signed by the party or parties to be charged by such change or modification. The parties have executed this Agreement on October 30, 2017. Food For Athletes, Inc. / Gridiron BioNutrients™ By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President 10\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n EXHIBIT A PRO FOOTBALL LEGENDS LOGO\n\n 11\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n EXHIBIT B NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company. 12\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017", + "question": "Does the contract contain an answer to the following extraction request?\nHighlight 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?", + "options": [ + "no", + "yes" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + } + ], + "hallmarks-of-cancer/yesno": [ + { + "id": "hallmarks-of-cancer:test:23100610_5:avoiding immune destruction:hallmarks-of-cancer-yesno-a3118063ba", + "before_state": "text_A: The Memorial Sloan-Kettering Cancer Center nomogram presented an area under the receiver-operator characteristic curve value of 0.730 .\ntext_B: Does this sentence describe avoiding immune destruction?", + "before_question": "Answer the hallmark question in text_B using sentence text_A.", + "state": "The Memorial Sloan-Kettering Cancer Center nomogram presented an area under the receiver-operator characteristic curve value of 0.730 .", + "question": "Does this sentence describe avoiding immune destruction?", + "options": [ + "no", + "yes" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "hallmarks-of-cancer:test:22929189_0:genomic instability and mutation:hallmarks-of-cancer-yesno-a3118063ba", + "before_state": "text_A: BACKGROUND Inherited malabsorption of cobalamin ( Cbl ) causes hematological and neurological abnormalities that can be fatal .\ntext_B: Does this sentence describe genomic instability and mutation?", + "before_question": "Answer the hallmark question in text_B using sentence text_A.", + "state": "BACKGROUND Inherited malabsorption of cobalamin ( Cbl ) causes hematological and neurological abnormalities that can be fatal .", + "question": "Does this sentence describe genomic instability and mutation?", + "options": [ + "no", + "yes" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "hallmarks-of-cancer:test:23241743_7:cellular energetics:hallmarks-of-cancer-yesno-a3118063ba", + "before_state": "text_A: Surprisingly , loss of IL-17A had a dual effect : IL-17A-deficient mice had fewer polyps but continued to have RORγt(+) T(regs) and developed invasive cancer .\ntext_B: Does this sentence describe cellular energetics?", + "before_question": "Answer the hallmark question in text_B using sentence text_A.", + "state": "Surprisingly , loss of IL-17A had a dual effect : IL-17A-deficient mice had fewer polyps but continued to have RORγt(+) T(regs) and developed invasive cancer .", + "question": "Does this sentence describe cellular energetics?", + "options": [ + "no", + "yes" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + } + ], + "semeval2014-absa/restaurants": [ + { + "id": "semeval2014-absa:test:11350142#1253117#2:0:semeval2014-absa-restaurants-1f72a71a78", + "before_state": "text_A: Two complaints- their appetizer selection stinks, it would be nice to get some mozzarella sticks on the menu.\ntext_B: Aspect: appetizer selection (characters 22:41)", + "before_question": "What sentiment does sentence text_A express toward the specified aspect in text_B?", + "state": "Two complaints- their appetizer selection stinks, it would be nice to get some mozzarella sticks on the menu.", + "question": "What sentiment does the sentence express toward the specified aspect?\nAspect: appetizer selection (characters 22:41)", + "options": [ + "negative", + "neutral", + "positive", + "conflict" + ], + "target": [ + 1.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "semeval2014-absa:test:32893040#1716582#0:0:semeval2014-absa-restaurants-1f72a71a78", + "before_state": "text_A: The BEST Chinese food Uptown!\ntext_B: Aspect: Chinese food (characters 9:21)", + "before_question": "What sentiment does sentence text_A express toward the specified aspect in text_B?", + "state": "The BEST Chinese food Uptown!", + "question": "What sentiment does the sentence express toward the specified aspect?\nAspect: Chinese food (characters 9:21)", + "options": [ + "negative", + "neutral", + "positive", + "conflict" + ], + "target": [ + 0.0, + 0.0, + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "semeval2014-absa:test:11538980#1053497#4:0:semeval2014-absa-restaurants-1f72a71a78", + "before_state": "text_A: But make sure you have enough room on your credit card as the bill will leave a big dent in your wallet.\ntext_B: Aspect: bill (characters 62:66)", + "before_question": "What sentiment does sentence text_A express toward the specified aspect in text_B?", + "state": "But make sure you have enough room on your credit card as the bill will leave a big dent in your wallet.", + "question": "What sentiment does the sentence express toward the specified aspect?\nAspect: bill (characters 62:66)", + "options": [ + "negative", + "neutral", + "positive", + "conflict" + ], + "target": [ + 1.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "semeval2014-absa/laptops": [ + { + "id": "semeval2014-absa:test:1144:1:0:semeval2014-absa-laptops-ef9b68be6a", + "before_state": "text_A: tech support would not fix the problem unless I bought your plan for $150 plus.\ntext_B: Aspect: tech support (characters 0:12)", + "before_question": "What sentiment does sentence text_A express toward the specified aspect in text_B?", + "state": "tech support would not fix the problem unless I bought your plan for $150 plus.", + "question": "What sentiment does the sentence express toward the specified aspect?\nAspect: tech support (characters 0:12)", + "options": [ + "negative", + "neutral", + "positive", + "conflict" + ], + "target": [ + 1.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "semeval2014-absa:test:627:1:1:semeval2014-absa-laptops-ef9b68be6a", + "before_state": "text_A: Awesome form factor, great battery life, wonderful UX.\ntext_B: Aspect: battery life (characters 27:39)", + "before_question": "What sentiment does sentence text_A express toward the specified aspect in text_B?", + "state": "Awesome form factor, great battery life, wonderful UX.", + "question": "What sentiment does the sentence express toward the specified aspect?\nAspect: battery life (characters 27:39)", + "options": [ + "negative", + "neutral", + "positive", + "conflict" + ], + "target": [ + 0.0, + 0.0, + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "semeval2014-absa:test:1063:403:1:semeval2014-absa-laptops-ef9b68be6a", + "before_state": "text_A: the volume is really low to low for a laptopwas not expectin t volume to be so lowan i hate that about this computer\ntext_B: Aspect: volume (characters 63:69)", + "before_question": "What sentiment does sentence text_A express toward the specified aspect in text_B?", + "state": "the volume is really low to low for a laptopwas not expectin t volume to be so lowan i hate that about this computer", + "question": "What sentiment does the sentence express toward the specified aspect?\nAspect: volume (characters 63:69)", + "options": [ + "negative", + "neutral", + "positive", + "conflict" + ], + "target": [ + 1.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "multidogo/finance/intent": [ + { + "id": "multidogo:test:63416b8d-943a-4d8b-9365-3c0a974f1777120:multidogo-finance-intent-a41a37a775", + "before_state": "text_A: Turn 0: hi\nTurn 2: credit card lost\nTurn 4: kumar\nTurn 6: 7328\nTurn 8: 85315268525\nTurn 10: 524 e 15\ntext_B: 1562018", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hi\nTurn 2: credit card lost\nTurn 4: kumar\nTurn 6: 7328\nTurn 8: 85315268525\nTurn 10: 524 e 15\ntext_B: 1562018", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "checkbalance", + "checkoffereligibility", + "closeaccount", + "closinggreeting", + "confirmation", + "contentonly", + "disputecharge", + "getroutingnumber", + "openinggreeting", + "orderchecks", + "outofdomain", + "rejection", + "replacecard", + "reportlostcard", + "thankyou", + "transfermoney", + "updateaddress" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:c382639c-bb79-4305-8700-9ab23e9d5750160:multidogo-finance-intent-a41a37a775", + "before_state": "text_A: Turn 0: hii\nTurn 2: i have credit card bill charge removed\nTurn 4: vinoth kumar\nTurn 6: 2568\nTurn 8: 259 e 15\nTurn 10: 15052018 125\nTurn 12: ok\nTurn 12: thank you so much\nTurn 14: yes\ntext_B: byee see you", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hii\nTurn 2: i have credit card bill charge removed\nTurn 4: vinoth kumar\nTurn 6: 2568\nTurn 8: 259 e 15\nTurn 10: 15052018 125\nTurn 12: ok\nTurn 12: thank you so much\nTurn 14: yes\ntext_B: byee see you", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "checkbalance", + "checkoffereligibility", + "closeaccount", + "closinggreeting", + "confirmation", + "contentonly", + "disputecharge", + "getroutingnumber", + "openinggreeting", + "orderchecks", + "outofdomain", + "rejection", + "replacecard", + "reportlostcard", + "thankyou", + "transfermoney", + "updateaddress" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:ffc790f9-aafe-4013-9120-77385ffd687b40:multidogo-finance-intent-a41a37a775", + "before_state": "text_A: Turn 0: hi\ntext_B: charlie louis", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hi\ntext_B: charlie louis", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "checkbalance", + "checkoffereligibility", + "closeaccount", + "closinggreeting", + "confirmation", + "contentonly", + "disputecharge", + "getroutingnumber", + "openinggreeting", + "orderchecks", + "outofdomain", + "rejection", + "replacecard", + "reportlostcard", + "thankyou", + "transfermoney", + "updateaddress" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "multidogo/fastfood/intent": [ + { + "id": "multidogo:test:a01c45ab-3a37-4643-9386-24c33c9612f540:multidogo-fastfood-intent-d2b6b4653e", + "before_state": "text_A: Turn 0: hi want meat eater pizza and lemonade\nTurn 2: 940 cherry hill st \n klamath falls or 97603\nTurn 3: 7863427843\ntext_B: cash on delivery", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hi want meat eater pizza and lemonade\nTurn 2: 940 cherry hill st \n klamath falls or 97603\nTurn 3: 7863427843\ntext_B: cash on delivery", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "closinggreeting", + "confirmation", + "contentonly", + "openinggreeting", + "orderbreakfastintent", + "orderburgerintent", + "orderdessertintent", + "orderdrinkintent", + "orderpizzaintent", + "ordersaladintent", + "ordersideintent", + "outofdomain", + "rejection", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:10d33e53-96a1-49d9-8de3-e6546d4bae52140:multidogo-fastfood-intent-d2b6b4653e", + "before_state": "text_A: Turn 0: hi\nTurn 2: 2 triple cheeseburger and 4 southwest grilled chicken salad\nTurn 4: add one more 2 diet coke\nTurn 6: no thanks\nTurn 8: nothing else\nTurn 10: yes complete my order please\nTurn 12: ok thank you for your order\ntext_B: have a nice day", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hi\nTurn 2: 2 triple cheeseburger and 4 southwest grilled chicken salad\nTurn 4: add one more 2 diet coke\nTurn 6: no thanks\nTurn 8: nothing else\nTurn 10: yes complete my order please\nTurn 12: ok thank you for your order\ntext_B: have a nice day", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "closinggreeting", + "confirmation", + "contentonly", + "openinggreeting", + "orderbreakfastintent", + "orderburgerintent", + "orderdessertintent", + "orderdrinkintent", + "orderpizzaintent", + "ordersaladintent", + "ordersideintent", + "outofdomain", + "rejection", + "thankyou" + ], + "target": [ + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:71199881-d6c7-4edd-a6fc-2fa662d776b2290:multidogo-fastfood-intent-d2b6b4653e", + "before_state": "text_A: Turn 0: hai\nTurn 2: yes\nTurn 6: yes\nTurn 10: meat\nTurn 12: okay\nTurn 15: i like preference meat\nTurn 17: im sorry i look at menu\nTurn 19: one meat crumbled chicken and tomato sauce\nTurn 21: tomato cheese\nTurn 23: classic red tomato sauce\nTurn 25: mozzarella cheese\nTurn 26: hello there\ntext_B: yes", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hai\nTurn 2: yes\nTurn 6: yes\nTurn 10: meat\nTurn 12: okay\nTurn 15: i like preference meat\nTurn 17: im sorry i look at menu\nTurn 19: one meat crumbled chicken and tomato sauce\nTurn 21: tomato cheese\nTurn 23: classic red tomato sauce\nTurn 25: mozzarella cheese\nTurn 26: hello there\ntext_B: yes", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "closinggreeting", + "confirmation", + "contentonly", + "openinggreeting", + "orderbreakfastintent", + "orderburgerintent", + "orderdessertintent", + "orderdrinkintent", + "orderpizzaintent", + "ordersaladintent", + "ordersideintent", + "outofdomain", + "rejection", + "thankyou" + ], + "target": [ + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "multidogo/airline/intent": [ + { + "id": "multidogo:test:0f539d11-4d6f-47df-871d-108fbcc8ccd1220:multidogo-airline-intent-b02020c0b4", + "before_state": "text_A: Turn 0: hi\nTurn 2: my name karan\nTurn 3: please check my seat assignment\nTurn 5: my last name prabu anfd booking number is vbd 569\nTurn 7: yes\nTurn 11: middle seat\nTurn 13: yes\nTurn 14: please one small help\nTurn 16: please book k 17\nTurn 18: yes i want previous seat only\nTurn 20: ok thank you for giving information\ntext_B: yes thank you", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hi\nTurn 2: my name karan\nTurn 3: please check my seat assignment\nTurn 5: my last name prabu anfd booking number is vbd 569\nTurn 7: yes\nTurn 11: middle seat\nTurn 13: yes\nTurn 14: please one small help\nTurn 16: please book k 17\nTurn 18: yes i want previous seat only\nTurn 20: ok thank you for giving information\ntext_B: yes thank you", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "bookflight", + "changeseatassignment", + "closinggreeting", + "confirmation", + "contentonly", + "getboardingpass", + "getseatinfo", + "openinggreeting", + "outofdomain", + "rejection", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:ed6d9ee2-6493-4b32-b205-8f56cd8c9a79220:multidogo-airline-intent-b02020c0b4", + "before_state": "text_A: Turn 0: hi good morning\nTurn 2: i want to book a flight\nTurn 5: mumbai to delhi\nTurn 7: 92118\nTurn 9: 1\nTurn 11: ok sure\nTurn 13: 600 am\nTurn 15: yes ok\nTurn 17: ok thank you\nTurn 19: 876 098 5675 email rutherfordgmailcom\ntext_B: nothing else", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hi good morning\nTurn 2: i want to book a flight\nTurn 5: mumbai to delhi\nTurn 7: 92118\nTurn 9: 1\nTurn 11: ok sure\nTurn 13: 600 am\nTurn 15: yes ok\nTurn 17: ok thank you\nTurn 19: 876 098 5675 email rutherfordgmailcom\ntext_B: nothing else", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "bookflight", + "changeseatassignment", + "closinggreeting", + "confirmation", + "contentonly", + "getboardingpass", + "getseatinfo", + "openinggreeting", + "outofdomain", + "rejection", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:c3bc0b05-fa0d-41c4-b1c6-1bb0cd33baef60:multidogo-airline-intent-b02020c0b4", + "before_state": "text_A: Turn 0: hello\nTurn 2: i like to change the my seat can you check and change mine to window seat\nTurn 4: my last name paul and the booking number jfj 038\ntext_B: yes sure", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hello\nTurn 2: i like to change the my seat can you check and change mine to window seat\nTurn 4: my last name paul and the booking number jfj 038\ntext_B: yes sure", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "bookflight", + "changeseatassignment", + "closinggreeting", + "confirmation", + "contentonly", + "getboardingpass", + "getseatinfo", + "openinggreeting", + "outofdomain", + "rejection", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "multidogo/media/intent": [ + { + "id": "multidogo:test:8aef2dc7-5dc3-461d-bb5e-413193205e5450:multidogo-media-intent-732728fc7e", + "before_state": "text_A: Turn 1: i want to purchase cable\nTurn 3: delhi 965412\ntext_B: 10 gb", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 1: i want to purchase cable\nTurn 3: delhi 965412\ntext_B: 10 gb", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "cancelserviceintent", + "closinggreeting", + "confirmation", + "contentonly", + "getinformationintent", + "openinggreeting", + "outofdomain", + "rejection", + "startserviceintent", + "thankyou", + "transferserviceintent", + "upgradeserviceintent", + "viewbillsintent", + "viewdatausageintent" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:a7a85375-08fe-4d77-a11b-dffef85dbd0111:multidogo-media-intent-732728fc7e", + "before_state": "text_A: Turn 1: hi\ntext_B: im interested in signing up for internet", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 1: hi\ntext_B: im interested in signing up for internet", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "cancelserviceintent", + "closinggreeting", + "confirmation", + "contentonly", + "getinformationintent", + "openinggreeting", + "outofdomain", + "rejection", + "startserviceintent", + "thankyou", + "transferserviceintent", + "upgradeserviceintent", + "viewbillsintent", + "viewdatausageintent" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:5d96b91a-1cc5-4686-87e7-5d70d16a731c20:multidogo-media-intent-732728fc7e", + "before_state": "text_A: Turn 0: hi\ntext_B: i want to purchase internet", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hi\ntext_B: i want to purchase internet", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "cancelserviceintent", + "closinggreeting", + "confirmation", + "contentonly", + "getinformationintent", + "openinggreeting", + "outofdomain", + "rejection", + "startserviceintent", + "thankyou", + "transferserviceintent", + "upgradeserviceintent", + "viewbillsintent", + "viewdatausageintent" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "multidogo/software/intent": [ + { + "id": "multidogo:test:a4c40fdc-7812-4713-937c-ce3ba733c84e90:multidogo-software-intent-7b749275b2", + "before_state": "text_A: Turn 1: i have an application not working as expected\nTurn 3: nila and 4596 and hoj\nTurn 5: ok\nTurn 7: tally\ntext_B: ok i try i have a time", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 1: i have an application not working as expected\nTurn 3: nila and 4596 and hoj\nTurn 5: ok\nTurn 7: tally\ntext_B: ok i try i have a time", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "changeorder", + "checkserverstatus", + "closinggreeting", + "confirmation", + "contentonly", + "expensereport", + "getpromotions", + "openinggreeting", + "outofdomain", + "providereceipt", + "rejection", + "reportbrokensoftware", + "softwareupdate", + "startorder", + "stoporder", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:dcde4c56-d0bd-4389-9937-612ccfbd109d80:multidogo-software-intent-7b749275b2", + "before_state": "text_A: Turn 0: good morning\nTurn 2: i would like to report my travel expenses reimbursement\nTurn 4: name yengal and password 5791\nTurn 6: i spent over 87\nTurn 6: flight 25 food 30 and hotel 32\ntext_B: i have attached the attachment", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: good morning\nTurn 2: i would like to report my travel expenses reimbursement\nTurn 4: name yengal and password 5791\nTurn 6: i spent over 87\nTurn 6: flight 25 food 30 and hotel 32\ntext_B: i have attached the attachment", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "changeorder", + "checkserverstatus", + "closinggreeting", + "confirmation", + "contentonly", + "expensereport", + "getpromotions", + "openinggreeting", + "outofdomain", + "providereceipt", + "rejection", + "reportbrokensoftware", + "softwareupdate", + "startorder", + "stoporder", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:ec577914-ab65-401f-9249-ebcfc5fac84160:multidogo-software-intent-7b749275b2", + "before_state": "text_A: Turn 1: hai good morning\ntext_B: johnson", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 1: hai good morning\ntext_B: johnson", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "changeorder", + "checkserverstatus", + "closinggreeting", + "confirmation", + "contentonly", + "expensereport", + "getpromotions", + "openinggreeting", + "outofdomain", + "providereceipt", + "rejection", + "reportbrokensoftware", + "softwareupdate", + "startorder", + "stoporder", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "multidogo/insurance/intent": [ + { + "id": "multidogo:test:f93df5c7-8342-402d-8bca-1fe956f1cff8150:multidogo-insurance-intent-09d2298d74", + "before_state": "text_A: Turn 1: i need a insurance copy to my car\nTurn 3: umesh yadav\nTurn 5: ssn 7213\nTurn 7: rd q 7\nTurn 8: year 2016\nTurn 10: ok\nTurn 12: yes\nTurn 13: there is no change in my address\ntext_B: no", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 1: i need a insurance copy to my car\nTurn 3: umesh yadav\nTurn 5: ssn 7213\nTurn 7: rd q 7\nTurn 8: year 2016\nTurn 10: ok\nTurn 12: yes\nTurn 13: there is no change in my address\ntext_B: no", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "checkclaimstatus", + "closinggreeting", + "confirmation", + "contentonly", + "getproofofinsurance", + "openinggreeting", + "outofdomain", + "rejection", + "reportbrokenphone", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:1ff31317-4290-4e3a-86a6-c832744df7c920:multidogo-insurance-intent-09d2298d74", + "before_state": "text_A: Turn 0: hai cameron\ntext_B: proof of insurance for one of your cars", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 0: hai cameron\ntext_B: proof of insurance for one of your cars", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "checkclaimstatus", + "closinggreeting", + "confirmation", + "contentonly", + "getproofofinsurance", + "openinggreeting", + "outofdomain", + "rejection", + "reportbrokenphone", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "multidogo:test:3fb0321f-a1e8-4a38-bf73-1fe3a1d4f2fc20:multidogo-insurance-intent-09d2298d74", + "before_state": "text_A: Turn 1: good evening\ntext_B: i need a proof of my car insurance policy", + "before_question": "What intent does the current utterance in text_B express, given earlier dialogue text_A?", + "state": "text_A: Turn 1: good evening\ntext_B: i need a proof of my car insurance policy", + "question": "What intent does the current (last) utterance express? Use earlier dialogue when available.", + "options": [ + "checkclaimstatus", + "closinggreeting", + "confirmation", + "contentonly", + "getproofofinsurance", + "openinggreeting", + "outofdomain", + "rejection", + "reportbrokenphone", + "thankyou" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "edos": [ + { + "id": "edos:test:sexism2022_english-6915:edos-750a60f1e3", + "before_state": "text_A: This. My own wife. Cheated on me with a co-worker. After I contronted her, she went to police and claimed rape. My own wife...\ntext_B: ", + "before_question": "Does this post express sexism against women?", + "state": "This. My own wife. Cheated on me with a co-worker. After I contronted her, she went to police and claimed rape. My own wife...", + "question": "Does this post express sexism against women?", + "options": [ + "not sexist", + "sexist" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "edos:test:sexism2022_english-18579:edos-750a60f1e3", + "before_state": "text_A: Scalia's shitlib sandnigger daughter in law turns red over Kavanaugh treatment \"led to arguments with my husband & father-in-law [USER] [USER] [USER] [USER] [USER] [USER] [USER] [URL]\ntext_B: ", + "before_question": "Does this post express sexism against women?", + "state": "Scalia's shitlib sandnigger daughter in law turns red over Kavanaugh treatment \"led to arguments with my husband & father-in-law [USER] [USER] [USER] [USER] [USER] [USER] [USER] [URL]", + "question": "Does this post express sexism against women?", + "options": [ + "not sexist", + "sexist" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "edos:test:sexism2022_english-11612:edos-750a60f1e3", + "before_state": "text_A: Are you trying to save him? Sounds too me like he's to far gone. Hey I'm 21 and ugly and I am well aware I'll never find anyone, if he's decided that he's gonna deal with it by being an incel then he's made his bed, let him lay in it\ntext_B: ", + "before_question": "Does this post express sexism against women?", + "state": "Are you trying to save him? Sounds too me like he's to far gone. Hey I'm 21 and ugly and I am well aware I'll never find anyone, if he's decided that he's gonna deal with it by being an incel then he's made his bed, let him lay in it", + "question": "Does this post express sexism against women?", + "options": [ + "not sexist", + "sexist" + ], + "target": [ + 1.0, + 0.0 + ], + "variant": "direct" + } + ], + "maven-arg/role": [ + { + "id": "maven-arg:train:8f1bdffff7ace03ea83a9b82f5774614eefe1d29505db12d2bd10032231c36c0:Award:1116:1123:1209:1216:maven-arg-role-0ec984a411", + "before_state": "text_A: The Battle of Ramadi in 2006 ( sometimes referred to as the Second Battle of Ramadi ) was fought during the Iraq War from March 2006 to November 2006 , for control of the capital of the Al Anbar Governorate in western Iraq . A combined force of U.S . Soldiers , U.S. Marines , U.S. Navy SEALs , and Iraqi Security Forces fought insurgents for control of key locations in Ramadi , including the Government Centre and the General Hospital . Coalition strategy relied on establishing a number of patrol bases called Combat Operation Posts throughout the city . U.S. military officers believe that insurgent actions during the battle led to the formation of the Anbar Awakening . In August , insurgents executed a tribal sheik who was encouraging his kinsmen to join the Iraqi police and prevented his body from being buried in accordance with Islamic laws . In response , Sunni sheiks banded together to drive insurgents from Ramadi . In September 2006 , Sheik Abdul Sattar Abu Risha formed the Anbar Salvation Council , an alliance of approximately 40 Sunni tribes . U.S. Navy SEAL Michael A. Monsoor was posthumously [TRIGGER]awarded[/TRIGGER] the Medal of Honor for actions during the battle . On September 29 , 2006 , he threw [ARGUMENT]himself[/ARGUMENT] upon a grenade which threatened the lives of the other members of his team . Monsoor had previously been awarded the Silver Star in May for rescuing an injured comrade in the city . The battle also marked the first use of chlorine bombs by insurgents during the war . On October 21 , 2006 , insurgents detonated a car-bomb with two 100-pound chlorine tanks , injuring three Iraqi policemen and a civilian in Ramadi .\ntext_B: Event type: Award", + "before_question": "What semantic role does [ARGUMENT] play in the event marked [TRIGGER], given the event type in text_B?", + "state": "The Battle of Ramadi in 2006 ( sometimes referred to as the Second Battle of Ramadi ) was fought during the Iraq War from March 2006 to November 2006 , for control of the capital of the Al Anbar Governorate in western Iraq . A combined force of U.S . Soldiers , U.S. Marines , U.S. Navy SEALs , and Iraqi Security Forces fought insurgents for control of key locations in Ramadi , including the Government Centre and the General Hospital . Coalition strategy relied on establishing a number of patrol bases called Combat Operation Posts throughout the city . U.S. military officers believe that insurgent actions during the battle led to the formation of the Anbar Awakening . In August , insurgents executed a tribal sheik who was encouraging his kinsmen to join the Iraqi police and prevented his body from being buried in accordance with Islamic laws . In response , Sunni sheiks banded together to drive insurgents from Ramadi . In September 2006 , Sheik Abdul Sattar Abu Risha formed the Anbar Salvation Council , an alliance of approximately 40 Sunni tribes . U.S. Navy SEAL Michael A. Monsoor was posthumously [TRIGGER]awarded[/TRIGGER] the Medal of Honor for actions during the battle . On September 29 , 2006 , he threw [ARGUMENT]himself[/ARGUMENT] upon a grenade which threatened the lives of the other members of his team . Monsoor had previously been awarded the Silver Star in May for rescuing an injured comrade in the city . The battle also marked the first use of chlorine bombs by insurgents during the war . On October 21 , 2006 , insurgents detonated a car-bomb with two 100-pound chlorine tanks , injuring three Iraqi policemen and a civilian in Ramadi .", + "question": "What semantic role does [ARGUMENT] play in the event marked [TRIGGER]?\nEvent type: Award", + "options": [ + "Action", + "Activity", + "Agent", + "Agreement", + "Arguer 2", + "Assailant", + "Attribute", + "Author", + "Behavior", + "Believer", + "Builder", + "Category", + "Cause", + "Communicator", + "Component", + "Conclusion", + "Consequence", + "Container", + "Content", + "Creator", + "Depiction", + "Destination", + "Details", + "Employer", + "Event", + "Feedback", + "Final", + "Final Location", + "Giver", + "Goal", + "Group", + "Helper", + "Hiding place", + "Hindrance", + "Host", + "Incident", + "Initial", + "Instrument", + "Issue", + "Item", + "Job content", + "Killer", + "Location", + "Location final", + "Location original", + "Loser", + "Loss", + "Member", + "Message", + "Message Receiver", + "Motivation", + "Name", + "New Occupation", + "New leader", + "New name", + "Object", + "Objective", + "Old leader", + "Old name", + "Operator", + "Orientation", + "Origin", + "Outcome", + "Part", + "Participant", + "Participant A", + "Participant B", + "Partner", + "Partner 1", + "Partner 2", + "Passby", + "Patient", + "Payer", + "Possibility", + "Product", + "Proposer", + "Purpose", + "Reason", + "Recipient", + "Result", + "Reward", + "Selector", + "Sender", + "Source", + "Speaker", + "State", + "Supplier", + "Suspect", + "Symbol event", + "Target Objective", + "Trainer", + "Treatment", + "Upcoming activity", + "Victim", + "Winner" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "maven-arg:train:a1dd3a0afb51a62fd1788a4d0c3e29be4d51ef6230a8e9fbedc40cc642ddee21:Receiving:163:171:652:657:maven-arg-role-0ec984a411", + "before_state": "text_A: The 1951 Asian Games ( ) , officially known as the First Asian Games , was a multi-sport event celebrated in New Delhi , India from 4 to 11 March 1951 . The Games [TRIGGER]received[/TRIGGER] names like First Asiad and 1951 Asiad . A total of 489 athletes representing 11 Asian National Olympic Committees ( NOCs ) participated in 57 events from eight sports and discipline . The Games was the successor of the Far Eastern Games and the revival of the Western Asiatic Games . The 1951 Asiad were originally scheduled to be held in 1950 , but postponed until 1951 due to delays in preparations . On 13 February 1949 , the Asian Games Federation was formally established in [ARGUMENT]Delhi[/ARGUMENT] , with Delhi unanimously announced as the first host city of the Asian Games . The games were managed by a strong Organising Committee ( see Organisation below ) . Countries invited included almost all the independent Asian countries of the time except Soviet Union and Vietnam , due to the political structure of those nations . National Stadium was the venue for all events . The official logo of the First Asiad depicted a bright sun in red with 16 rays and a white circle in the middle of the disc of the sun and eleven rings , representing each participating nation , on a white background , symbolising peace . Japanese athletes won the most golds and overall medals , with 24 and 60 respectively ; while the host nation India had 15 golds and 51 overall medals with most bronzes ( 20 ) and finished at second spot in a medal table . The next Asian Games organised by India were the 1982 Asian Games , some 31 years later .\ntext_B: Event type: Receiving", + "before_question": "What semantic role does [ARGUMENT] play in the event marked [TRIGGER], given the event type in text_B?", + "state": "The 1951 Asian Games ( ) , officially known as the First Asian Games , was a multi-sport event celebrated in New Delhi , India from 4 to 11 March 1951 . The Games [TRIGGER]received[/TRIGGER] names like First Asiad and 1951 Asiad . A total of 489 athletes representing 11 Asian National Olympic Committees ( NOCs ) participated in 57 events from eight sports and discipline . The Games was the successor of the Far Eastern Games and the revival of the Western Asiatic Games . The 1951 Asiad were originally scheduled to be held in 1950 , but postponed until 1951 due to delays in preparations . On 13 February 1949 , the Asian Games Federation was formally established in [ARGUMENT]Delhi[/ARGUMENT] , with Delhi unanimously announced as the first host city of the Asian Games . The games were managed by a strong Organising Committee ( see Organisation below ) . Countries invited included almost all the independent Asian countries of the time except Soviet Union and Vietnam , due to the political structure of those nations . National Stadium was the venue for all events . The official logo of the First Asiad depicted a bright sun in red with 16 rays and a white circle in the middle of the disc of the sun and eleven rings , representing each participating nation , on a white background , symbolising peace . Japanese athletes won the most golds and overall medals , with 24 and 60 respectively ; while the host nation India had 15 golds and 51 overall medals with most bronzes ( 20 ) and finished at second spot in a medal table . The next Asian Games organised by India were the 1982 Asian Games , some 31 years later .", + "question": "What semantic role does [ARGUMENT] play in the event marked [TRIGGER]?\nEvent type: Receiving", + "options": [ + "Action", + "Activity", + "Agent", + "Agreement", + "Arguer 2", + "Assailant", + "Attribute", + "Author", + "Behavior", + "Believer", + "Builder", + "Category", + "Cause", + "Communicator", + "Component", + "Conclusion", + "Consequence", + "Container", + "Content", + "Creator", + "Depiction", + "Destination", + "Details", + "Employer", + "Event", + "Feedback", + "Final", + "Final Location", + "Giver", + "Goal", + "Group", + "Helper", + "Hiding place", + "Hindrance", + "Host", + "Incident", + "Initial", + "Instrument", + "Issue", + "Item", + "Job content", + "Killer", + "Location", + "Location final", + "Location original", + "Loser", + "Loss", + "Member", + "Message", + "Message Receiver", + "Motivation", + "Name", + "New Occupation", + "New leader", + "New name", + "Object", + "Objective", + "Old leader", + "Old name", + "Operator", + "Orientation", + "Origin", + "Outcome", + "Part", + "Participant", + "Participant A", + "Participant B", + "Partner", + "Partner 1", + "Partner 2", + "Passby", + "Patient", + "Payer", + "Possibility", + "Product", + "Proposer", + "Purpose", + "Reason", + "Recipient", + "Result", + "Reward", + "Selector", + "Sender", + "Source", + "Speaker", + "State", + "Supplier", + "Suspect", + "Symbol event", + "Target Objective", + "Trainer", + "Treatment", + "Upcoming activity", + "Victim", + "Winner" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + }, + { + "id": "maven-arg:train:dd3a4dca3eb1a18484633a933f2391ecfacea9ca17b81a6538161771dcf6b00a:Bodily_harm:1044:1052:1018:1033:maven-arg-role-0ec984a411", + "before_state": "text_A: The 1995 Men 's World Ice Hockey Championships was the 59th such event sanctioned by the International Ice Hockey Federation ( IIHF ) . Teams representing 39 countries participated in several levels of competition . The competition also served as qualifications for group placements in the 1996 competition . The top Championship Group tournament took place in Sweden from 23 April to 7 May 1995 , with games played in Stockholm and Gävle . In the tournament final , Finland won the gold medal by defeating Sweden 4–1 at the Globen arena in Stockholm . The Finnish goals were scored by Timo Jutila and Ville Peltonen , who scored a hat trick . The gold medal was the first in Finland 's history . Sweden had written a fight song , `` Den glider in '' , which also was intended to be the official song of the championships . After the finals , the song became very popular in Finland . Because of the 1994–95 NHL lockout , it originally created a dream scenario for the tournament hosts . With a cancelled NHL season , [ARGUMENT]all NHL players[/ARGUMENT] free from [TRIGGER]injuries[/TRIGGER] would have been available . But when the NHL season began in late January 1995 , it instead created a scenario where fewer NHL players than usual became available . The Canadian and American teams would logically be hit the hardest , but the Americans found a way to lead their group in the first round . The Canadians , who struggled in the early tournament , beat the Americans in the quarter-finals , took the Swedes to overtime before losing , and then beat the Czechs for the bronze . Andrew McKim , playing in the minors for the Adirondack Red Wings , ended up being the tournament scoring leader .\ntext_B: Event type: Bodily harm", + "before_question": "What semantic role does [ARGUMENT] play in the event marked [TRIGGER], given the event type in text_B?", + "state": "The 1995 Men 's World Ice Hockey Championships was the 59th such event sanctioned by the International Ice Hockey Federation ( IIHF ) . Teams representing 39 countries participated in several levels of competition . The competition also served as qualifications for group placements in the 1996 competition . The top Championship Group tournament took place in Sweden from 23 April to 7 May 1995 , with games played in Stockholm and Gävle . In the tournament final , Finland won the gold medal by defeating Sweden 4–1 at the Globen arena in Stockholm . The Finnish goals were scored by Timo Jutila and Ville Peltonen , who scored a hat trick . The gold medal was the first in Finland 's history . Sweden had written a fight song , `` Den glider in '' , which also was intended to be the official song of the championships . After the finals , the song became very popular in Finland . Because of the 1994–95 NHL lockout , it originally created a dream scenario for the tournament hosts . With a cancelled NHL season , [ARGUMENT]all NHL players[/ARGUMENT] free from [TRIGGER]injuries[/TRIGGER] would have been available . But when the NHL season began in late January 1995 , it instead created a scenario where fewer NHL players than usual became available . The Canadian and American teams would logically be hit the hardest , but the Americans found a way to lead their group in the first round . The Canadians , who struggled in the early tournament , beat the Americans in the quarter-finals , took the Swedes to overtime before losing , and then beat the Czechs for the bronze . Andrew McKim , playing in the minors for the Adirondack Red Wings , ended up being the tournament scoring leader .", + "question": "What semantic role does [ARGUMENT] play in the event marked [TRIGGER]?\nEvent type: Bodily harm", + "options": [ + "Action", + "Activity", + "Agent", + "Agreement", + "Arguer 2", + "Assailant", + "Attribute", + "Author", + "Behavior", + "Believer", + "Builder", + "Category", + "Cause", + "Communicator", + "Component", + "Conclusion", + "Consequence", + "Container", + "Content", + "Creator", + "Depiction", + "Destination", + "Details", + "Employer", + "Event", + "Feedback", + "Final", + "Final Location", + "Giver", + "Goal", + "Group", + "Helper", + "Hiding place", + "Hindrance", + "Host", + "Incident", + "Initial", + "Instrument", + "Issue", + "Item", + "Job content", + "Killer", + "Location", + "Location final", + "Location original", + "Loser", + "Loss", + "Member", + "Message", + "Message Receiver", + "Motivation", + "Name", + "New Occupation", + "New leader", + "New name", + "Object", + "Objective", + "Old leader", + "Old name", + "Operator", + "Orientation", + "Origin", + "Outcome", + "Part", + "Participant", + "Participant A", + "Participant B", + "Partner", + "Partner 1", + "Partner 2", + "Passby", + "Patient", + "Payer", + "Possibility", + "Product", + "Proposer", + "Purpose", + "Reason", + "Recipient", + "Result", + "Reward", + "Selector", + "Sender", + "Source", + "Speaker", + "State", + "Supplier", + "Suspect", + "Symbol event", + "Target Objective", + "Trainer", + "Treatment", + "Upcoming activity", + "Victim", + "Winner" + ], + "target": [ + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 1.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0, + 0.0 + ], + "variant": "direct" + } + ], + "quac/answerability": [ + { + "id": "quac:train:C_04a01eb83156458e9258f9a152d9618f_0_q#5:quac-answerability-bb7c4463e8", + "before_state": "text_A: Louis C.K. — 2005-2009: Breakthrough as a stand-up, Lucky Louie, and divorce\nIn August 2005, C.K. starred in a half-hour HBO special as part of the stand-up series One Night Stand. Inspired by the work ethic of fellow comedian George Carlin, who had committed to dropping all of his existing material and starting over every year, In June 2006, C.K. starred in and wrote Lucky Louie, a sitcom he created. The series premiered on HBO and was videotaped in front of a studio audience; it was HBO's first series in that format. Lucky Louie is described as a bluntly realistic portrayal of family life. HBO canceled the series after its first season. He appeared in three films in 2008: Welcome Home Roscoe Jenkins, Diminished Capacity, and Role Models. C.K. launched his first hour-long special, Shameless, in 2007, which aired on HBO and was later released on DVD. In March 2008, he recorded a second hour-long special, Chewed Up, which premiered on Showtime Network on October 4, 2008, and was nominated for a Primetime Emmy Award for Outstanding Writing for a Comedy or Variety Special. C.K. and his wife Alix Bailey divorced in 2008, with C.K. and Bailey sharing joint custody of their children. In a 2010 interview, C.K. talked about how, after his divorce, he thought, \"well, there goes my act.\" He alluded to the way that his marriage had been central to his act and his life, and he said that it took him approximately a year to realize \"I'm accumulating stories here that are worth telling.\" One element in his preparation for stand-up was training at the same boxing gym as Lowell, Massachusetts fighter Micky Ward, trying to \"learn how to ... do the grunt work and the boring, constant training so that you'll be fit enough to take the beating.\" On April 18, 2009, C.K. recorded a concert film titled Hilarious. Unlike his previous specials--which had all been produced for television networks--Hilarious was produced independently, directed by C.K. himself, and sold to Epix and Comedy Central after it was complete. As a result, it was not released until late 2010. It was published on DVD and CD in 2011. It is the first stand-up comedy film accepted into the Sundance Film Festival. From 2009 to 2012, C.K. played Dave Sanderson, a police officer and ex-boyfriend of Leslie Knope (played by Amy Poehler) in the sitcom Parks and Recreation. He also co-starred in the romantic comedy fantasy film The Invention of Lying, directed by and starring Ricky Gervais, in 2009.\nEarlier dialogue:\nQuestion: What was his first stand-up performance?\nAnswer: C.K. starred in a half-hour HBO special as part of the stand-up series One Night Stand.\nQuestion: Was the performance successful?\nAnswer: HBO canceled the series after its first season.\nQuestion: Who is Lucky Louie?\nAnswer: C.K. starred in and wrote Lucky Louie, a sitcom he created.\nQuestion: When did the sitcom air?\nAnswer: CANNOTANSWER\nQuestion: What other shows was he in?\nAnswer: In March 2008, he recorded a second hour-long special, Chewed Up,\ntext_B: Who was he married to?", + "before_question": "Can the current question in text_B be answered from passage and earlier dialogue text_A?", + "state": "Louis C.K. — 2005-2009: Breakthrough as a stand-up, Lucky Louie, and divorce\nIn August 2005, C.K. starred in a half-hour HBO special as part of the stand-up series One Night Stand. Inspired by the work ethic of fellow comedian George Carlin, who had committed to dropping all of his existing material and starting over every year, In June 2006, C.K. starred in and wrote Lucky Louie, a sitcom he created. The series premiered on HBO and was videotaped in front of a studio audience; it was HBO's first series in that format. Lucky Louie is described as a bluntly realistic portrayal of family life. HBO canceled the series after its first season. He appeared in three films in 2008: Welcome Home Roscoe Jenkins, Diminished Capacity, and Role Models. C.K. launched his first hour-long special, Shameless, in 2007, which aired on HBO and was later released on DVD. In March 2008, he recorded a second hour-long special, Chewed Up, which premiered on Showtime Network on October 4, 2008, and was nominated for a Primetime Emmy Award for Outstanding Writing for a Comedy or Variety Special. C.K. and his wife Alix Bailey divorced in 2008, with C.K. and Bailey sharing joint custody of their children. In a 2010 interview, C.K. talked about how, after his divorce, he thought, \"well, there goes my act.\" He alluded to the way that his marriage had been central to his act and his life, and he said that it took him approximately a year to realize \"I'm accumulating stories here that are worth telling.\" One element in his preparation for stand-up was training at the same boxing gym as Lowell, Massachusetts fighter Micky Ward, trying to \"learn how to ... do the grunt work and the boring, constant training so that you'll be fit enough to take the beating.\" On April 18, 2009, C.K. recorded a concert film titled Hilarious. Unlike his previous specials--which had all been produced for television networks--Hilarious was produced independently, directed by C.K. himself, and sold to Epix and Comedy Central after it was complete. As a result, it was not released until late 2010. It was published on DVD and CD in 2011. It is the first stand-up comedy film accepted into the Sundance Film Festival. From 2009 to 2012, C.K. played Dave Sanderson, a police officer and ex-boyfriend of Leslie Knope (played by Amy Poehler) in the sitcom Parks and Recreation. He also co-starred in the romantic comedy fantasy film The Invention of Lying, directed by and starring Ricky Gervais, in 2009.\nEarlier dialogue:\nQuestion: What was his first stand-up performance?\nAnswer: C.K. starred in a half-hour HBO special as part of the stand-up series One Night Stand.\nQuestion: Was the performance successful?\nAnswer: HBO canceled the series after its first season.\nQuestion: Who is Lucky Louie?\nAnswer: C.K. starred in and wrote Lucky Louie, a sitcom he created.\nQuestion: When did the sitcom air?\nAnswer: CANNOTANSWER\nQuestion: What other shows was he in?\nAnswer: In March 2008, he recorded a second hour-long special, Chewed Up,", + "question": "Can the following question be answered from the passage and earlier dialogue?\nWho was he married to?", + "options": [ + "no", + "yes" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "quac:train:C_44447b45e5a74a6b89605b655564bea8_0_q#6:quac-answerability-bb7c4463e8", + "before_state": "text_A: Pink Floyd — Animals\nIn 1975, Pink Floyd bought a three-storey group of church halls at 35 Britannia Row in Islington and began converting the building into a recording studio and storage space. In 1976, they recorded their tenth album, Animals, in their newly finished 24-track studio. The concept of Animals originated with Waters, loosely based on George Orwell's political fable, Animal Farm. The album's lyrics described different classes of society as dogs, pigs, and sheep. Hipgnosis received credit for the packaging of Animals; however, Waters designed the final concept, choosing an image of the ageing Battersea Power Station, over which they superimposed an image of a pig. The division of royalties was a source of conflict between band members, who earned royalties on a per-song basis. Although Gilmour was largely responsible for \"Dogs\", which took up almost the entire first side of the album, he received less than Waters, who contributed the much shorter two-part \"Pigs on the Wing\". Wright commented: \"It was partly my fault because I didn't push my material ... but Dave did have something to offer, and only managed to get a couple of things on there.\" Mason recalled: \"Roger was in full flow with the ideas, but he was really keeping Dave down, and frustrating him deliberately.\" Gilmour, distracted by the birth of his first child, contributed little else toward the album. Similarly, neither Mason nor Wright contributed much toward Animals; Wright had marital problems, and his relationship with Waters was also suffering. Animals is the first Pink Floyd album that does not include a writing credit for Wright, who commented: \"Animals... wasn't a fun record to make ... this was when Roger really started to believe that he was the sole writer for the band ... that it was only because of him that [we] were still going ... when he started to develop his ego trips, the person he would have his conflicts with would be me.\" Released in January 1977, the album peaked on the UK chart at number two, and the US chart at number three. NME described the album as \"one of the most extreme, relentless, harrowing and downright iconoclastic hunks of music\", and Melody Maker's Karl Dallas called it \"[an] uncomfortable taste of reality in a medium that has become in recent years, increasingly soporific\". Pink Floyd performed much of the album's material during their \"In the Flesh\" tour. It was the band's first experience playing large stadiums, whose size caused unease in the band. Waters began arriving at each venue alone, departing immediately after the performance. On one occasion, Wright flew back to England, threatening to leave the band. At the Montreal Olympic Stadium, a group of noisy and enthusiastic fans in the front row of the audience irritated Waters so much that he spat at one of them. The end of the tour marked a low point for Gilmour, who felt that the band achieved the success they had sought, with nothing left for them to accomplish.\nEarlier dialogue:\nQuestion: What is Animals?\nAnswer: In 1976, they recorded their tenth album, Animals, in their newly finished 24-track studio.\nQuestion: Was it a success?\nAnswer: Released in January 1977, the album peaked on the UK chart at number two, and the US chart at number three.\nQuestion: Did they go on tour?\nAnswer: Pink Floyd performed much of the album's material during their \"In the Flesh\" tour.\nQuestion: Where did they go on that tour?\nAnswer: At the Montreal Olympic Stadium, a group of noisy and enthusiastic fans in the front row of the audience irritated Waters so much that he spat at one of them.\nQuestion: Has there been any other instances of spitting at fans or that sort of thing?\nAnswer: At the Montreal Olympic Stadium, a group of noisy and enthusiastic fans in the front row of the audience irritated Waters so much that he spat at one of them.\nQuestion: Did anything else interesting happen on tour?\nAnswer: \" Gilmour, distracted by the birth of his first child, contributed little else toward the album.\ntext_B: Did that cause friction among the other members?", + "before_question": "Can the current question in text_B be answered from passage and earlier dialogue text_A?", + "state": "Pink Floyd — Animals\nIn 1975, Pink Floyd bought a three-storey group of church halls at 35 Britannia Row in Islington and began converting the building into a recording studio and storage space. In 1976, they recorded their tenth album, Animals, in their newly finished 24-track studio. The concept of Animals originated with Waters, loosely based on George Orwell's political fable, Animal Farm. The album's lyrics described different classes of society as dogs, pigs, and sheep. Hipgnosis received credit for the packaging of Animals; however, Waters designed the final concept, choosing an image of the ageing Battersea Power Station, over which they superimposed an image of a pig. The division of royalties was a source of conflict between band members, who earned royalties on a per-song basis. Although Gilmour was largely responsible for \"Dogs\", which took up almost the entire first side of the album, he received less than Waters, who contributed the much shorter two-part \"Pigs on the Wing\". Wright commented: \"It was partly my fault because I didn't push my material ... but Dave did have something to offer, and only managed to get a couple of things on there.\" Mason recalled: \"Roger was in full flow with the ideas, but he was really keeping Dave down, and frustrating him deliberately.\" Gilmour, distracted by the birth of his first child, contributed little else toward the album. Similarly, neither Mason nor Wright contributed much toward Animals; Wright had marital problems, and his relationship with Waters was also suffering. Animals is the first Pink Floyd album that does not include a writing credit for Wright, who commented: \"Animals... wasn't a fun record to make ... this was when Roger really started to believe that he was the sole writer for the band ... that it was only because of him that [we] were still going ... when he started to develop his ego trips, the person he would have his conflicts with would be me.\" Released in January 1977, the album peaked on the UK chart at number two, and the US chart at number three. NME described the album as \"one of the most extreme, relentless, harrowing and downright iconoclastic hunks of music\", and Melody Maker's Karl Dallas called it \"[an] uncomfortable taste of reality in a medium that has become in recent years, increasingly soporific\". Pink Floyd performed much of the album's material during their \"In the Flesh\" tour. It was the band's first experience playing large stadiums, whose size caused unease in the band. Waters began arriving at each venue alone, departing immediately after the performance. On one occasion, Wright flew back to England, threatening to leave the band. At the Montreal Olympic Stadium, a group of noisy and enthusiastic fans in the front row of the audience irritated Waters so much that he spat at one of them. The end of the tour marked a low point for Gilmour, who felt that the band achieved the success they had sought, with nothing left for them to accomplish.\nEarlier dialogue:\nQuestion: What is Animals?\nAnswer: In 1976, they recorded their tenth album, Animals, in their newly finished 24-track studio.\nQuestion: Was it a success?\nAnswer: Released in January 1977, the album peaked on the UK chart at number two, and the US chart at number three.\nQuestion: Did they go on tour?\nAnswer: Pink Floyd performed much of the album's material during their \"In the Flesh\" tour.\nQuestion: Where did they go on that tour?\nAnswer: At the Montreal Olympic Stadium, a group of noisy and enthusiastic fans in the front row of the audience irritated Waters so much that he spat at one of them.\nQuestion: Has there been any other instances of spitting at fans or that sort of thing?\nAnswer: At the Montreal Olympic Stadium, a group of noisy and enthusiastic fans in the front row of the audience irritated Waters so much that he spat at one of them.\nQuestion: Did anything else interesting happen on tour?\nAnswer: \" Gilmour, distracted by the birth of his first child, contributed little else toward the album.", + "question": "Can the following question be answered from the passage and earlier dialogue?\nDid that cause friction among the other members?", + "options": [ + "no", + "yes" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "quac:train:C_370e2259d68346b8a20f6cac59dbf2db_1_q#7:quac-answerability-bb7c4463e8", + "before_state": "text_A: Mogwai — Rave Tapes (2013-2015)\nIn July 2013, Mogwai performed their soundtrack to Zidane: A 21st Century Portrait for the first time at dates across the UK. An announcement of new live dates followed, including two nights at the Royal Festival Hall, and an appearance closing the final holiday camp edition of the \"All Tomorrow's Parties\" festival in Camber Sands, England. They announced their eighth studio album Rave Tapes on 28 October 2013. The album was released on 20 January 2014 on Rock Action in the UK, Spunk in Australia and Hostess in Japan and South-east Asia, while Sub Pop released the album in the US on 21 January. Rave Tapes was produced by Mogwai and Paul Savage, and the song \"Remurdered\" was uploaded to the Rock Action and Sub Pop SoundCloud pages at the time of the announcement. The album entered the UK album charts at No.10 and as of April 2014 was the best selling UK album released in 2014 in terms of vinyl sales. An EP titled Music Industry 3. Fitness Industry 1. on Rock Action was released on 1 December 2014 featuring three new tracks from the Rave Tapes sessions, along with three remixes of tracks from that album by Blanck Mass, Pye Corner Audio and Nils Frahm. The EP was recorded in Glasgow with Paul Savage. In June 2015 Mogwai played a series of high-profile shows in the UK and Ireland, climaxing with two nights at the Camden Roundhouse, to celebrate the band's 20th anniversary. At the same time, in association with ATP, they curated a series of shows at the London venue featuring acts that have \"challenged, intrigued and inspired\" them, including The Jesus and Mary Chain, Public Enemy, and Godspeed! You Black Emperor. A career retrospective album comprising three CDs or six LPs, Central Belters, was released on 23 October. On 15 November 2015, the band announced that guitarist John Cummings had left to pursue his own projects.\nEarlier dialogue:\nQuestion: What were the rave tapes?\nAnswer: eighth studio album\nQuestion: What singles did they release?\nAnswer: Remurdered\nQuestion: Was the song a hit?\nAnswer: best selling UK album released in 2014 in terms of vinyl sales.\nQuestion: What else is notable about the album?\nAnswer: album was released on 20 January 2014 on Rock Action in the UK, Spunk in Australia and Hostess in Japan and South-east Asia,\nQuestion: When was it released in the USA?\nAnswer: 21 January.\nQuestion: Are there any other interesting aspects about this article?\nAnswer: In June 2015 Mogwai played a series of high-profile shows in the UK and Ireland,\nQuestion: What were the shows that they played?\nAnswer: two nights at the Camden Roundhouse,\ntext_B: Were there any other shows?", + "before_question": "Can the current question in text_B be answered from passage and earlier dialogue text_A?", + "state": "Mogwai — Rave Tapes (2013-2015)\nIn July 2013, Mogwai performed their soundtrack to Zidane: A 21st Century Portrait for the first time at dates across the UK. An announcement of new live dates followed, including two nights at the Royal Festival Hall, and an appearance closing the final holiday camp edition of the \"All Tomorrow's Parties\" festival in Camber Sands, England. They announced their eighth studio album Rave Tapes on 28 October 2013. The album was released on 20 January 2014 on Rock Action in the UK, Spunk in Australia and Hostess in Japan and South-east Asia, while Sub Pop released the album in the US on 21 January. Rave Tapes was produced by Mogwai and Paul Savage, and the song \"Remurdered\" was uploaded to the Rock Action and Sub Pop SoundCloud pages at the time of the announcement. The album entered the UK album charts at No.10 and as of April 2014 was the best selling UK album released in 2014 in terms of vinyl sales. An EP titled Music Industry 3. Fitness Industry 1. on Rock Action was released on 1 December 2014 featuring three new tracks from the Rave Tapes sessions, along with three remixes of tracks from that album by Blanck Mass, Pye Corner Audio and Nils Frahm. The EP was recorded in Glasgow with Paul Savage. In June 2015 Mogwai played a series of high-profile shows in the UK and Ireland, climaxing with two nights at the Camden Roundhouse, to celebrate the band's 20th anniversary. At the same time, in association with ATP, they curated a series of shows at the London venue featuring acts that have \"challenged, intrigued and inspired\" them, including The Jesus and Mary Chain, Public Enemy, and Godspeed! You Black Emperor. A career retrospective album comprising three CDs or six LPs, Central Belters, was released on 23 October. On 15 November 2015, the band announced that guitarist John Cummings had left to pursue his own projects.\nEarlier dialogue:\nQuestion: What were the rave tapes?\nAnswer: eighth studio album\nQuestion: What singles did they release?\nAnswer: Remurdered\nQuestion: Was the song a hit?\nAnswer: best selling UK album released in 2014 in terms of vinyl sales.\nQuestion: What else is notable about the album?\nAnswer: album was released on 20 January 2014 on Rock Action in the UK, Spunk in Australia and Hostess in Japan and South-east Asia,\nQuestion: When was it released in the USA?\nAnswer: 21 January.\nQuestion: Are there any other interesting aspects about this article?\nAnswer: In June 2015 Mogwai played a series of high-profile shows in the UK and Ireland,\nQuestion: What were the shows that they played?\nAnswer: two nights at the Camden Roundhouse,", + "question": "Can the following question be answered from the passage and earlier dialogue?\nWere there any other shows?", + "options": [ + "no", + "yes" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + } + ], + "squad-v2/answerability": [ + { + "id": "squad-v2:train:5726d4895951b619008f7f60:squad-v2-answerability-b7ee981413", + "before_state": "text_A: Christian missions established Western educational institutions in the Protectorates. Under Britain's policy of indirect rule and validation of Islamic tradition, the Crown did not encourage the operation of Christian missions in the northern, Islamic part of the country. Some children of the southern elite went to Great Britain to pursue higher education. By independence in 1960, regional differences in modern educational access were marked. The legacy, though less pronounced, continues to the present-day. Imbalances between North and South were expressed in Nigeria's political life as well. For instance, northern Nigeria did not outlaw slavery until 1936 whilst in other parts of Nigeria slavery was abolished soon after colonialism.\ntext_B: Britain discouraged building Christian missions in which part of Nigeria?", + "before_question": "Can question text_B be answered using only passage text_A?", + "state": "Christian missions established Western educational institutions in the Protectorates. Under Britain's policy of indirect rule and validation of Islamic tradition, the Crown did not encourage the operation of Christian missions in the northern, Islamic part of the country. Some children of the southern elite went to Great Britain to pursue higher education. By independence in 1960, regional differences in modern educational access were marked. The legacy, though less pronounced, continues to the present-day. Imbalances between North and South were expressed in Nigeria's political life as well. For instance, northern Nigeria did not outlaw slavery until 1936 whilst in other parts of Nigeria slavery was abolished soon after colonialism.", + "question": "Can the following question be answered using only the passage?\nBritain discouraged building Christian missions in which part of Nigeria?", + "options": [ + "no", + "yes" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "squad-v2:train:5705fd9e52bb891400689775:squad-v2-answerability-b7ee981413", + "before_state": "text_A: In 1981, The Times and The Sunday Times were bought from Thomson by Rupert Murdoch's News International. The acquisition followed three weeks of intensive bargaining with the unions by company negotiators, John Collier and Bill O'Neill.\ntext_B: Who owned the major corporation that bought The Times in 1981?", + "before_question": "Can question text_B be answered using only passage text_A?", + "state": "In 1981, The Times and The Sunday Times were bought from Thomson by Rupert Murdoch's News International. The acquisition followed three weeks of intensive bargaining with the unions by company negotiators, John Collier and Bill O'Neill.", + "question": "Can the following question be answered using only the passage?\nWho owned the major corporation that bought The Times in 1981?", + "options": [ + "no", + "yes" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + }, + { + "id": "squad-v2:train:57301654a23a5019007fcd48:squad-v2-answerability-b7ee981413", + "before_state": "text_A: Africans were brought to Charles Town on the Middle Passage, first as \"servants\", then as slaves. Ethnic groups transported here included especially Wolof, Yoruba, Fulani, Igbo, Malinke, and other people of the Windward Coast. An estimated 40% of the total 400,000 Africans transported and sold as slaves into North America are estimated to have landed at Sullivan's Island, just off the port of Charles Town; it is described as a \"hellish Ellis Island of sorts .... Today nothing commemorates that ugly fact but a simple bench, established by the author Toni Morrison using private funds.\"\ntext_B: What percentage of those sold as slaves in North America landed at Sullivan's Island?", + "before_question": "Can question text_B be answered using only passage text_A?", + "state": "Africans were brought to Charles Town on the Middle Passage, first as \"servants\", then as slaves. Ethnic groups transported here included especially Wolof, Yoruba, Fulani, Igbo, Malinke, and other people of the Windward Coast. An estimated 40% of the total 400,000 Africans transported and sold as slaves into North America are estimated to have landed at Sullivan's Island, just off the port of Charles Town; it is described as a \"hellish Ellis Island of sorts .... Today nothing commemorates that ugly fact but a simple bench, established by the author Toni Morrison using private funds.\"", + "question": "Can the following question be answered using only the passage?\nWhat percentage of those sold as slaves in North America landed at Sullivan's Island?", + "options": [ + "no", + "yes" + ], + "target": [ + 0.0, + 1.0 + ], + "variant": "direct" + } + ] +} diff --git a/repairs/question-surfaces/manifest.json b/repairs/question-surfaces/manifest.json new file mode 100644 index 0000000000000000000000000000000000000000..319deb73aa4ad63a76cb066a5a2c393218b55400 --- /dev/null +++ b/repairs/question-surfaces/manifest.json @@ -0,0 +1,902 @@ +{ + "parent_revision": "80dbc5cb4df366382a78ddbf4908f20e0e845eae", + "code_revision": "b2118a2ef499a2a6b326b83f2f26b705ab956418", + "script_sha256": "5e065613b50c8e5ae3762fb0058067c49fa6804436643c04405f8bd189c9f149", + "configs": [ + "default", + "full", + "filtered-full" + ], + "shards": [ + { + "paths": [ + 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huggingface_hub import CommitOperationAdd, DatasetCard, HfApi, hf_hub_download + +from tasksource.access import load_preprocessing +from tasksource.preprocess import classification_prompt +from scripts.build_jev_dataset import example_key, question_context_sources, validate_decisions + +REPO = 'tasksource/tasksource-jev-typed-decisions' +CONFIGS = {'data': 'default', 'full': 'full', 'filtered-full': 'filtered-full'} +REMOVED = {'wouldyourather', 'puzzte', 'linguisticprobing/sentence_length'} +EMPTY = {'edos', 'slurp/intent', 'pubmed-rct/role'} +DIALOGUE = {f'multidogo/{c}/intent' for c in ('airline', 'finance', 'fastfood', 'insurance', 'media', 'software')} +PAIR_FORMATS = [('text_A: ', '\ntext_B: '), ('First text:\n', '\n\nSecond text:\n'), + ('Passage A:\n', '\n\nPassage B:\n'), ('A: ', '\nB: ')] +REPAIR = 'repairs/question-surfaces' + + +def pair(state): + for prefix, delimiter in PAIR_FORMATS: + if state.startswith(prefix) and delimiter in state: + first, second = state[len(prefix):].split(delimiter, 1) + return {'sentence1': first, 'sentence2': second} + return None + + +def rewrite(row, questions): + """Keep answers and source identity; move context only when explicitly declared.""" + if row['source'] in REMOVED: + return None + if row['source'] not in questions and row['source'] not in EMPTY: + return row + if row['variant'] == 'packed_derived': + # Each item has its own context/conclusion; a common per-row template cannot replace it. + if not row['source'].startswith('probability_words_nli/') or '\ntext_B: ' not in row['state']: + raise ValueError(f"Unreviewed packed surface: {row['id']}") + return row + if row['variant'] not in {'direct', 'criteria_permutation', 'paired_text_format', 'label_verification'}: + raise ValueError(f"Unreviewed variant: {row['id']}") + fields = pair(row['state']) + question = questions.get(row['source'], row['question']) + if fields is None: + if '{sentence2}' in question: + raise ValueError(f"Missing context delimiter: {row['id']}") + fields = {'sentence1': row['state']} + state, question = classification_prompt(fields, question) + if row['variant'] == 'paired_text_format': + if not row['source'].startswith('probability_words_nli/'): + raise ValueError(f"Unreviewed alternate surface: {row['id']}") + state = f"Context:\n{fields['sentence1']}\n\nConclusion:\n{fields['sentence2']}" + question = 'Given the context, is the conclusion valid?' + if row['variant'] == 'label_verification': + marker = ' Is "' + position = row['question'].rfind(marker) + if position < 0 or not row['question'].endswith('" the correct answer?'): + raise ValueError(f"Missing verification proposal: {row['id']}") + question += row['question'][position:] + return {**row, 'state': state, 'question': question} + + +def scan(base, output, affected): + groups = defaultdict(list) + for file in base.siblings: + if file.rfilename.endswith('.parquet') and file.rfilename.split('/')[0] in CONFIGS: + groups[file.blob_id].append(file) + def inspect(files): + path = hf_hub_download(REPO, files[0].rfilename, repo_type='dataset', revision=base.sha) + table = pq.read_table(path, columns=['source', 'variant']) + count = pc.sum(pc.cast(pc.is_in(table['source'], value_set=pa.array(sorted(affected))), pa.int64())).as_py() + return dict(paths=[f.rfilename for f in files], local=path, rows=len(table), affected=count) + with ThreadPoolExecutor(max_workers=4) as pool: + return list(pool.map(inspect, groups.values())) + + +def build(output, revision): + output.mkdir(parents=True, exist_ok=True) + api = HfApi() + base = api.dataset_info(REPO, revision=revision, files_metadata=True) + questions = {source: load_preprocessing(id=source).question for source in question_context_sources() | DIALOGUE} + affected = set(questions) | EMPTY | REMOVED + files = scan(base, output, affected) + aliases = {} + for file in files: + if not file['affected'] or not any(p.startswith('full/') for p in file['paths']): + continue + table = pq.read_table(file['local']) + mask = pc.and_(pc.is_in(table['source'], value_set=pa.array(sorted(affected - REMOVED))), + pc.equal(table['variant'], 'direct')) + for row in table.filter(mask).to_pylist(): + updated = rewrite(row, questions) + key = example_key(row['source'], updated['state'], row['options'], row['target'], updated['question']) + identity = (row['source'], row['example_id']) + if identity in aliases and aliases[identity] != key: + raise ValueError(f'Conflicting content identity: {identity}') + aliases[identity] = key + stats, operations, examples = [], [], defaultdict(list) + removed_counts = defaultdict(Counter) + for file in files: + if not file['affected']: + continue + before = pq.read_table(file['local']) + mask = pc.is_in(before['source'], value_set=pa.array(sorted(affected))) + selected = before.filter(mask).to_pylist() + replacements, removed, changes = [], [], Counter() + for row in selected: + updated = rewrite(row, questions) + if updated is None: + removed.append(row) + continue + if row['variant'] != 'packed_derived' and 'example_id' in row: + updated['example_id'] = aliases[(row['source'], row['example_id'])] + replacements.append(updated) + if updated != row: + changes[row['source']] += 1 + if len(examples[row['source']]) < 3: + examples[row['source']].append(dict(id=row['id'], before_state=row['state'], + before_question=row['question'], state=updated['state'], question=updated['question'], + options=row['options'], target=row['target'], variant=row['variant'])) + after = before.filter(pc.invert(pc.is_in(before['source'], value_set=pa.array(sorted(REMOVED))))) + replacement_mask = pc.is_in(after['source'], value_set=pa.array(sorted(affected - REMOVED))) + for column in [c for c in ('state', 'question', 'example_id') if c in after.column_names]: + values = pa.array([r[column] for r in replacements], type=after.schema.field(column).type) + after = after.set_column(after.schema.get_field_index(column), after.schema.field(column), + pc.replace_with_mask(after[column], replacement_mask.combine_chunks(), values)) + untouched = pc.invert(pc.is_in(after['source'], value_set=pa.array(sorted(affected)))) + assert after.filter(untouched).equals(before.filter(pc.invert(mask))) + kept_before = before.filter(pc.invert(pc.is_in(before['source'], value_set=pa.array(sorted(REMOVED))))) + invariant = [c for c in before.column_names if c not in {'state', 'question', 'example_id'}] + assert kept_before.select(invariant).equals(after.select(invariant)) + validate_decisions(Dataset(after.filter(replacement_mask)), file['paths'][0]) + if not changes and not removed: + continue + path = output / 'shards' / file['paths'][0] + path.parent.mkdir(parents=True, exist_ok=True) + pq.write_table(after, path) + written = pq.read_table(path) + assert written.equals(after) and written.schema.equals(before.schema, check_metadata=True) + for name in file['paths']: + operations.append((name, path)) + config, split = CONFIGS[name.split('/')[0]], name.split('/')[1].split('-')[0] + removed_counts[config, split].update(row['source'] for row in removed) + stats.append(dict(paths=file['paths'], changed=dict(changes), removed=dict(Counter(r['source'] for r in removed)), + before_rows=len(before), after_rows=len(after), num_bytes_delta=after.nbytes-before.nbytes, + file_bytes_delta=path.stat().st_size-Path(file['local']).stat().st_size, + sha256=hashlib.sha256(path.read_bytes()).hexdigest())) + print(file['paths'][0], dict(changes), 'removed', len(removed), flush=True) + def download(name): + return Path(hf_hub_download(REPO, name, repo_type='dataset', revision=base.sha)) + card = DatasetCard.load(str(download('README.md'))) + for info in card.data.dataset_info: + for split in info['splits']: + relevant = [s for s in stats if any(CONFIGS[p.split('/')[0]] == info['config_name'] + and p.split('/')[1].startswith(split['name']+'-') for p in s['paths'])] + split['num_examples'] += sum(s['after_rows']-s['before_rows'] for s in relevant) + split['num_bytes'] += sum(s['num_bytes_delta'] for s in relevant) + relevant = [s for s in stats if any(CONFIGS[p.split('/')[0]] == info['config_name'] for p in s['paths'])] + info['dataset_size'] += sum(s['num_bytes_delta'] for s in relevant) + info['download_size'] += sum(s['file_bytes_delta'] for s in relevant) + sources = yaml.safe_load(download('sources.yaml').read_text()) + from tasksource import parked + for source, annotation in [('wouldyourather','wouldyourather'), ('puzzte','puzzte'), + ('linguisticprobing/sentence_length','linguisticprobing___sentence_length')]: + sources['sources'].pop(source, None) + sources.setdefault('excluded_views', {})[source] = parked.REASONS[annotation] + audit = json.loads(download('release-audit.json').read_text()) + for split, summary in audit['splits'].items(): + removed = removed_counts['full', split] + summary['rows'] -= sum(removed.values()) + for source, count in removed.items(): + summary['sources'].pop(source) + summary['families'].pop(source) + for field, key in [('kinds','choice'), ('variants','direct'), ('license_use','commercial'), ('formats','graded')]: + summary[field][key] -= count + for split, summary in audit['mix'].items(): + removed = removed_counts['default', split] + summary['rows'] -= sum(removed.values()) + summary['sources'] -= len(removed) + manifest = dict(parent_revision=base.sha, code_revision=__import__('subprocess').check_output( + ['git','rev-parse','HEAD'], text=True).strip(), script_sha256=hashlib.sha256(Path(__file__).read_bytes()).hexdigest(), + configs=list(CONFIGS.values()), shards=stats, + removed={config:{split:dict(counts) for (c,split),counts in removed_counts.items() if c==config} + for config in CONFIGS.values()}, + rules=['Only state, question and content example_id change on retained rows.', + 'IDs, groups, splits, options, targets, licenses and other metadata remain exact.', + 'Packed probability examples keep their valid per-item paired surface.', + 'Probability formatting variants retain context/conclusion fields; verification proposals are unchanged.', + 'No new tasks, rows, distractors, splits or samples; three parked task IDs excluded.', + 'Root dataset card body and all non-training Parquet blobs remain exact.'], + checks=['Arrow equality of all unrelated rows and retained supervision/identity columns', + 'Typed decision validation for affected retained rows', 'Exact Parquet round-trip and schema equality'], + preserved_parquets={s.rfilename:s.blob_id for s in base.siblings + if s.rfilename.endswith('.parquet') and s.rfilename not in {name for name,_ in operations}}) + audit['question_surface_repair'] = dict(manifest=f'{REPAIR}/manifest.json', parent_revision=base.sha) + card.save(output/'README.md') + assert DatasetCard.load(str(output/'README.md')).text == DatasetCard.load(str(download('README.md'))).text + for name, obj in [('release-audit.json',audit), (f'{REPAIR}/manifest.json',manifest), + (f'{REPAIR}/examples.json',dict(examples))]: + path=output/name;path.parent.mkdir(parents=True,exist_ok=True) + path.write_text(json.dumps(obj,indent=2,ensure_ascii=False)+'\n');operations.append((name,path)) + (output/'sources.yaml').write_text(yaml.safe_dump(sources,sort_keys=False,allow_unicode=True)) + alias_path=output/'example-ids.parquet' + pq.write_table(pa.Table.from_pylist([dict(source=s, previous_example_id=old, example_id=new) + for (s,old),new in sorted(aliases.items()) if old!=new]),alias_path) + operations.extend([('README.md',output/'README.md'), ('sources.yaml',output/'sources.yaml'), + (f'{REPAIR}/example-ids.parquet',alias_path), (f'{REPAIR}/repair.py',Path(__file__))]) + (output/'upload-paths.json').write_text(json.dumps([(name,str(path)) for name,path in operations],indent=2)+'\n') + return manifest, operations + + +def publish(manifest, operations): + api=HfApi() + result=api.create_commit(REPO, repo_type='dataset', parent_commit=manifest['parent_revision'], + operations=[CommitOperationAdd(path_in_repo=name,path_or_fileobj=path) for name,path in operations], + commit_message='Clarify English question surfaces and remove parked preference task') + blobs={s.rfilename:s.blob_id for s in api.dataset_info(REPO,revision=result.oid,files_metadata=True).siblings} + assert all(blobs.get(name)==blob for name,blob in manifest['preserved_parquets'].items()) + print('Published',result.oid,flush=True) + return result.oid + + +if __name__ == '__main__': + parser=argparse.ArgumentParser(description=__doc__) + parser.add_argument('--revision',required=True) + parser.add_argument('--output',type=Path,default=Path('build/jev-question-repair/staged')) + parser.add_argument('--push',action='store_true') + args=parser.parse_args() + manifest,operations=build(args.output,args.revision) + if args.push: + (args.output/'published.txt').write_text(publish(manifest,operations)+'\n') diff --git a/sources.yaml b/sources.yaml index a8f3b484278e30a38d3e3b36f9643c8d30cc8aa7..c01bf369d26b811fcd5f852b710cd06dea516ff4 100644 --- a/sources.yaml +++ b/sources.yaml @@ -8957,20 +8957,6 @@ sources: card_licenses: leondz/wnut_17: - cc-by-4.0 - wouldyourather: - rows: - test: 32 - train: 1034 - validation: 29 - dataset: tasksource/wouldyourather - revisions: - tasksource/wouldyourather: 2332248b2a4ef3277388e272b78875731dc9dc45 - license: CC0 1.0 (DPI) - license_use: commercial - dpi_licenses: - - CC0 1.0 - aggregation: votes - annotators: 1000 yahoo_answers_topics: rows: test: 33 @@ -9987,3 +9973,9 @@ sources: tasksource/streusle: *id047 excluded_views: spider/aggregation: Weak standalone SQL aggregation projection; retain spider/column. + wouldyourather: subjective poll preferences depend on an unspecified respondent + population; unsuitable as an unqualified decision target + puzzte: user-reported annotation errors; filtering overlapping non-entailment labels + does not establish puzzle-answer correctness + linguisticprobing/sentence_length: word-count labels depend on opaque tokenization + and can disagree with displayed sentences