Contract Understanding Atticus Dataset (CUAD) Clause Label
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A Contract Understanding Atticus Dataset (CUAD) Clause Label is a classification label used to identify and categorize specific contract clauses within contract agreements in Contract Understanding Atticus Dataset (CUAD).
- Context:
- It can facilitate the automation of due diligence processes in legal contract review, reducing the time and effort required for human reviewers to analyze complex contract documents.
- It can cover a range of Contractual Elements, including but not limited to party identification, agreement dates, governing law, intellectual property rights, and liability clauses.
- It can support the development of AI applications aimed at enhancing the efficiency, accuracy, and consistency of legal document analysis across various industries.
- ...
- Example(s):
- "Document Name" is a CUAD Clause Label that identifies the title or name of a contract.
- "Governing Law" is a CUAD Clause Label that specifies which jurisdiction's laws will govern the interpretation and enforcement of the contract.
- "Intellectual Property Rights" is a CUAD Clause Label that outlines the ownership, use, and protection of intellectual property created or used under the contract.
- ...
- Counter-Example(s):
- A Natural Language Processing (NLP) Task is not a CUAD Clause Label but rather a broader category of computational linguistics focused on the interaction between computers and humans using the natural language.
- A Legal Document Template is not a CUAD Clause Label but a pre-formulated document framework used to create new legal documents.
- See: Contract Analysis, Legal Document Classification, Machine Learning in Law, Text Classification.
References
2024
| Label | Explanation | Answer Category | Yes Count | No Count |
|---|---|---|---|---|
| Document Name | The name of the contract | Contract Name | - | - |
| Parties | The two or more parties who signed the contract | Entity or individual names | - | - |
| Agreement Date | The date of the contract | Date (mm/dd/yyyy) | - | - |
| Effective Date | The date that the contract was effective | Date (mm/dd/yyyy) | - | - |
| Expiration Date | On what date will the contract's initial term expire? | Date (mm/dd/yyyy) / Perpetual | - | - |
| Renewal Term | What is the renewal term after the initial term expires? This includes automatic extensions and extensions with prior notice. | [Successive] number of years/months/ Perpetual | - | - |
| Notice to Terminate | What is the notice period required to terminate, without which notice the contract will auto-renew? | Number of days/months/year(s) | - | - |
| Governing Law | Which state/country's law governs the interpretation of the contract? | Name of a US State / non-US Province, Country | - | - |
| Most Favored Nation | Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms? | Yes/No | 28 | 482 |
| Non-Compete | Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? This category also includes the exceptions or carveouts. | Yes/No | 119 | 391 |
| Exclusivity | Is there an exclusive dealing commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on collaborating or working with other parties), whether during the contract or after the contract ends (or both). | Yes/No | 180 | 330 |
| No-Solicit of Customers | Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)? | Yes/No | 34 | 476 |
| Competitive Restriction Exception | This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above. | Yes/No | 76 | 434 |
| No-Solicit of Employees | Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the counterparty, whether during the contract or after the contract ends (or both)? | Yes/No | 59 | 451 |
| Non-Disparagement | Is there a requirement on a party not to disparage the counterparty? | Yes/No | 38 | 472 |
| Termination for Convenience | Can a party terminate this contract without cause (solely by giving notice and allowing a waiting period to expire)? | Yes/No | 183 | 327 |
| Right of First Refusal, Offer or Negotiation (ROFR/ROFO/ROFN) | Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services? | Yes/No | 85 | 425 |
| Change of Control | Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law? | Yes/No | 121 | 389 |
| Anti-Assignment | Is consent or notice required of a party if the contract is assigned to a third party? | Yes/No | 51 | 459 |
| Revenue/Profit Sharing | Is one party required to share revenue or profit with the counterparty for any technology, goods, or services? | Yes/No | 52 | 458 |
| Price Restriction | Is there a restriction on the ability of a party to raise or reduce prices of technology, goods, or services provided? | Yes/No | 44 | 466 |
| Minimum Commitment | Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract? | Yes/No | 126 | 384 |
| Volume Restriction | Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold? | Yes/No | 58 | 452 |
| IP Ownership Assignment | Does intellectual property created by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events? | Yes/No | 190 | 320 |
| Joint IP Ownership | Is there any clause for joint or shared ownership of intellectual property between the parties to the contract? | Yes/No | 20 | 490 |
| License Grant | Does the contract contain a license granted by one party to its counterparty? | Yes/No | 257 | 253 |
| Non-Transferable License | Does the contract limit the ability of a party to transfer the license being granted to a third party? | Yes/No | 59 | 451 |
| Affiliate IP License-Licensor | Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? | Yes/No | 22 | 488 |
| Affiliate IP License-Licensee | Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor? | Yes/No | 33 | 477 |
| Unlimited/All-You-Can-Eat License | Is there a provision granting one party an “enterprise,” “all you can eat” or unlimited usage license? | Yes/No | 19 | 491 |
| Irrevocable or Perpetual License | Does the contract contain a license grant that is irrevocable or perpetual? | Yes/No | 93 | 417 |
| Source Code Escrow | Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy, insolvency, etc.)? | Yes/No | 13 | 497 |
| Post-Termination Services | Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments? | Yes/No | 182 | 328 |
| Audit Rights | Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract? | Yes/No | 214 | 296 |
| Uncapped Liability | Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation. | Yes/No | 111 | 399 |
| Cap on Liability | Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery. | Yes/No | 275 | 235 |
| Liquidated Damages | Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)? | Yes/No | 61 | 449 |
| Warranty Duration | What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract? | Number of months or years | - | - |
| Insurance | Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty? | Yes/No | 167 | 343 |
| Covenant not to Sue | Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract? | Yes/No | 100 | 410 |
| Third Party Beneficiary | Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party? | Yes/No | 33 | 477 |
2021
| Category (incl. context and answer) | Description | Answer Format | Group |
|---|---|---|---|
| Category: Document Name | The name of the contract | Contract Name | - |
| Category: Parties | The two or more parties who signed the contract | Entity or individual names | - |
| Category: Agreement Date | The date of the contract | Date (mm/dd/yyyy) | 1 |
| Category: Effective Date | The date when the contract is effective | Date (mm/dd/yyyy) | 1 |
| Category: Expiration Date | On what date will the contract's initial term expire? | Date (mm/dd/yyyy) / Perpetual | 1 |
| Category: Renewal Term | What is the renewal term after the initial term expires? Includes automatic extensions and unilateral extensions with prior notice. | Successive number of years/months / Perpetual | 1 |
| Category: Notice Period to Terminate Renewal | What is the notice period required to terminate renewal? | Number of days/months/year(s) | 1 |
| Category: Governing Law | Which state/country's law governs the interpretation of the contract? | Name of a US State / non-US Province, Country | - |
| Category: Most Favored Nation | Is there a clause providing for better terms if a third party receives more favorable terms on the licensing or sale of technology/goods/services under the contract? | Yes/No | - |
| Category: Non-Compete | Is there a restriction on a party’s ability to compete with the counterparty in a specific geography or business/technology sector? | Yes/No | 2 |
| Category: Exclusivity | Is there an exclusive dealing commitment with the counterparty? Includes a commitment to procure all “requirements” from one party or prohibition on collaborating with other parties | Yes/No | 2 |
| Category: No-Solicit of Customers | Is a party restricted from contracting/soliciting customers or partners of the counterparty, during or after the contract? | Yes/No | 2 |
| Category: Competitive Restriction Exception | Includes exceptions or carveouts to Non-Compete, Exclusivity, and No-Solicit of Customers | Yes/No | 2 |
| Category: No-Solicit of Employees | Is there a restriction on soliciting/hiring employees and/or contractors from the counterparty, during or after the contract? | Yes/No | - |
| Category: Non-Disparagement | Is there a requirement for a party not to disparage the counterparty? | Yes/No | - |
| Category: Termination for Convenience | Can a party terminate the contract without cause, solely by giving a notice and allowing a waiting period? | Yes/No | - |
| Category: Rofr/Rofo/Rofn | Does a clause grant a party right of first refusal, offer, or negotiation for equity, technology, or products? | Yes/No | - |
| Category: Change of Control | Does one party have the right to terminate or require consent/notice upon a change of control, such as a merger or stock sale? | Yes/No | 3 |
| Category: Anti-Assignment | Is consent/notice required if the contract is assigned to a third party? | Yes/No | 3 |
| Category: Revenue/Profit Sharing | Is one party required to share revenue or profit with the counterparty for any technology, goods, or services? | Yes/No | - |
| Category: Price Restrictions | Is there a restriction on price adjustments for technology, goods, or services provided? | Yes/No | - |
| Category: Minimum Commitment | Is there a minimum order size or units per-time that a party must buy? | Yes/No | - |
| Category: Volume Restriction | Is there a fee increase or consent requirement if use of product/services exceeds a certain threshold? | Yes/No | - |
| Category: IP Ownership Assignment | Does intellectual property created by one party become the property of the counterparty? | Yes/No | - |
| Category: Joint IP Ownership | Is there a clause providing for joint or shared intellectual property ownership? | Yes/No | - |
| Category: License Grant | Does the contract contain a license granted by one party to the counterparty? | Yes/No | 4 |
| Category: Non-Transferable License | Does the contract limit the ability to transfer the license granted? | Yes/No | 4 |
| Category: Affiliate License-Licensor | Does the contract contain a license grant by affiliates of the licensor? | Yes/No | 4 |
| Category: Affiliate License-Licensee | Does the contract contain a license grant to the licensee or affiliates? | Yes/No | 4 |
| Unlimited/All-You-Can-Eat License | Does a clause grant an “enterprise” or unlimited usage license? | Yes/No | 4 |
| Category: Irrevocable or Perpetual License | Does the contract grant a license that is irrevocable or perpetual? | Yes/No | 4 |
| Category: Source Code Escrow | Is a party required to deposit source code into escrow with a third party? | Yes/No | - |
| Category: Post-Termination Services | Are there obligations after termination or expiration, including payment, transfer of IP, or transition? | Yes/No | 5 |
| Category: Audit Rights | Does a party have the right to audit the books, records, or physical locations of the counterparty? | Yes/No | 5 |
| Category: Uncapped Liability | Is a party's liability uncapped upon breach of obligation? Includes uncap for infringement or confidentiality breach. | Yes/No | 6 |
| Category: Cap on Liability | Does the contract include a cap on liability upon breach of a party’s obligation? | Yes/No | 6 |
| Category: Liquidated Damages | Does the contract contain a clause awarding liquidated damages for breach or termination? | Yes/No | - |
| Category: Warranty Duration | Duration of any warranty against defects in technology, products, or services. | Number of months or years | - |
| Category: Insurance | Is there a requirement for insurance maintained for the benefit of the counterparty? | Yes/No | - |
| Category: Covenant Not to Sue | Is a party restricted from contesting the validity of the counterparty's intellectual property ownership? | Yes/No | - |
| Category: Third Party Beneficiary | Is there a non-contracting party who is a beneficiary with enforcement rights? | Yes/No | - |
2023
- (Muscatello, 2023) ⇒ Jordan Muscatello. (2023). "Labelling Legal Clauses with a Simple Classification Model." Simplexico Blog.
- QUOTE: “Do you always need a Large Language Model or Generative AI for legal tasks? In most cases you don’t. Especially when you are trying to do something relatively simple like train an AI model to label legal clauses. This blog post provides a practical guide to demonstrate how straightforward it is to build a simple classification model using open-source libraries.”
- NOTE: It outlines a straightforward approach to contract clause classification using a Logistic Regression Model with TF-IDF Vectorization, emphasizing that simple Machine Learning techniques and open-source datasets like CUAD (Contract Understanding Atticus Dataset) can effectively handle clause classification without requiring advanced Large Language Models.