Contract Sentence Semantic Parse
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A Contract Sentence Semantic Parse is a sentence semantic parse that represents the legal meanings (and legal implications) of contractual terms.
- Context:
- It can (typically) reference a Contract Sentence.
- It can be produced by a Contract Sentence Semantic Parsing Task.
- It can support Automated Contract Processes, such as automated compliance checks, contract management systems, and legal dispute resolution platforms.
- It can range from being a Simple Contract Sentence Semantic Parse to being a Complex Contract Sentence Semantic Parse.
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- Example(s):
- Clause-Specific Contract Sentence Semantic Parses (clause-specific), such as:
- Confidentiality Clause Contract Sentence Parses (confidentiality clause) that identify all involved parties, their obligations, and any specific conditions or exceptions, supporting both compliance monitoring and enforcement actions, such as:
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Recipient shall not disclose Confidential Information to any third party without Discloser's prior written consent, except as required by law or court order.".
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- Termination Clause Contract Sentence Parses (termination clause) that detail the procedure for contract termination, including notice requirements and any conditions that must be met prior to termination, such as:
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Either party may terminate this Agreement upon 30 days' written notice to the other party in the event of a material breach that remains uncured after the 30-day notice period.".
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- Indemnity Clause Contract Sentence Parses (indemnity clause) that outline the scope of indemnity, the indemnifying party obligations, and any indemnity limitations or indemnity exceptions, aiding in risk management and dispute resolution, such as:
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Supplier shall indemnify and hold harmless Buyer from any third-party claims, damages, or expenses arising out of Supplier's negligence or willful misconduct, except to the extent caused by Buyer's own negligence.".
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- Non-Compete Clause Contract Sentence Parses (non-compete clause) that specify the restricted activities, duration, and geographic scope of the non-compete obligation, as well as any non-compete exceptions or non-compete carve-outs, such as:
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For a period of 12 months following termination of employment, Employee shall not engage in any business that competes with Employer within a 50-mile radius of Employer's principal place of business, except with Employer's prior written consent.".
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- Intellectual Property Clause Contract Sentence Parses (intellectual property clause) that define the ownership, licensing, and intellectual property usage rights, as well as any intellectual property restrictions or intellectual property usage conditions, such as:
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Licensor grants Licensee a non-exclusive, non-transferable license to use the Software solely for Licensee's internal business purposes, subject to the terms and conditions of this Agreement.".
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- Confidentiality Clause Contract Sentence Parses (confidentiality clause) that identify all involved parties, their obligations, and any specific conditions or exceptions, supporting both compliance monitoring and enforcement actions, such as:
- Semantic Role-Based Contract Sentence Parses (semantic role-based), such as:
- Party Identification Contract Sentence Parses (party identification) that extract all named entities representing parties and their respective party roles or party titles, such as:
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This Non-Disclosure Agreement ("Agreement") is entered into by and between Acme Inc. ("Disclosing Party") and Beta LLC ("Receiving Party"), effective as of the date of last signature below.".
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- Obligation Extraction Contract Sentence Parses (obligation extraction) that identify all obligations, duties, and responsibilities assigned to each party, along with any obligation conditions or obligation triggers, such as:
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Contractor shall deliver the Deliverables to Client in accordance with the Timeline set forth in Exhibit A, provided that Client timely provides all necessary materials and approvals.".
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- Right and Permission Identification Contract Sentence Parses (right and permission identification) that highlight all contractual rights, entitlements, and contractual permissions granted to parties, as well as any right limitations or right qualifications, such as:
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Licensor grants Licensee a limited, non-exclusive right to access and use the Licensed Materials for the Term of this Agreement, subject to Licensee's compliance with the Usage Restrictions in Section 3.".
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- Condition and Trigger Detection Contract Sentence Parses (condition and trigger detection) that surface all contractual conditions, contractual prerequisites, and contractual triggers that impact the contract term applicability or contract term enforceability, such as:
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If Tenant fails to cure any default within 30 days after receiving written notice from Landlord, Landlord may terminate the Lease upon written notice to Tenant.".
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- Party Identification Contract Sentence Parses (party identification) that extract all named entities representing parties and their respective party roles or party titles, such as:
- Temporal and Spatial Aspect-Focused Contract Sentence Parses (temporal and spatial aspect-focused), such as:
- Contract Term and Duration Extraction Parses (contract term and duration extraction) that identify the contract effective dates, contract expiration dates, and any contract renewal provisions or contract extension provisions, such as:
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This Agreement shall commence on the Effective Date and continue for an initial term of 12 months, with automatic renewal for successive 12-month terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.".
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- Geographic Scope and Jurisdiction Identification Parses (geographic scope and jurisdiction identification) that determine the applicable geographic areas and legal jurisdictions for the contract terms, such as:
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This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Santa Clara County, California.".
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- Deadline and Milestone Extraction Parses (deadline and milestone extraction) that locate all time-based requirements, contractual deadlines, and contractual milestones mentioned in the contract, such as:
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Vendor shall deliver the Phase 1 Deliverables to Customer no later than June 30, 2023, and the Phase 2 Deliverables no later than September 30, 2023, subject to Customer's timely completion of its obligations under the Statement of Work.".
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- Contract Term and Duration Extraction Parses (contract term and duration extraction) that identify the contract effective dates, contract expiration dates, and any contract renewal provisions or contract extension provisions, such as:
- Compliance and Remedy-Oriented Contract Sentence Parses (compliance and remedy-oriented), such as:
- Breach and Default Condition Identification Parses (breach and default condition identification) that specify the breach conditions or default conditions of the contract terms, such as:
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A Material Breach shall be defined as a party's failure to perform any of its material obligations under this Agreement, which remains uncured for a period of 30 days after receiving written notice from the non-breaching party.".
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- Remedy and Penalty Extraction Parses (remedy and penalty extraction) that determine the available remedies, penalties, or breach consequences in the event of a contract breach or contract default, such as:
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In the event of a breach of Section 5 (Confidentiality), the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.".
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- Warranty and Guarantee Detection Parses (warranty and guarantee detection) that identify any warranties, contractual guarantees, or contractual assurances provided by the parties, along with their warranty scope and warranty duration, such as:
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Supplier warrants that the Products shall be free from defects in materials and workmanship for a period of 12 months from the date of delivery, and shall conform to the specifications set forth in Exhibit B during the warranty period.".
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- Insurance and Indemnity Requirement Extraction Parses (insurance and indemnity requirement extraction) that locate any insurance coverage requirements or indemnification obligations imposed on the parties, such as:
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Contractor shall maintain commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, and shall name Client as an additional insured on such policy.".
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- Breach and Default Condition Identification Parses (breach and default condition identification) that specify the breach conditions or default conditions of the contract terms, such as:
- Provision-Labels Annotated Contract Sentence Parses (contract provision labels) that comprehensively tag all relevant semantic elements and provision types within a contract sentence, such as:
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During the Term of this Agreement and for a period of 5 years thereafter(NON-DISCLOSURE_DURATION)1,Receiving Party shall maintain the confidentiality of(CONFIDENTIALITY_OBLIGATION)2all Confidential Information disclosed by Disclosing Party(CONFIDENTIAL_INFORMATION)3and shall not use or disclose such Confidential Information(NON-USE_OBLIGATION, NON-DISCLOSURE_OBLIGATION)4except as expressly permitted under this Agreement.(OBLIGATION_EXCEPTION)5".
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- Clause-Specific Contract Sentence Semantic Parses (clause-specific), such as:
- Counter-Example(s):
- See: Contract Sentence Semantic Parsing, Legal Document Parsing, Semantic Model, Contract Analysis, Legal Interpretation.