Operations: Contract Tasks - yina/2025-catalyzing-health-promptathon GitHub Wiki

Thank you to John Keary in NYU's Technology Opportunities and Ventures.

Tasks

Task	Goal	Prompt
Summarization	Highlights of the Agreement	Can you summarize the key components of this agreement?
Extraction	Specifying what you want extracted	Please provide all financial components of the agreement.
Verification	Verify that equity is mentioned	Can you highlight any equity found in the agreement?
Classification	Classify each Financial Term	Categorize all financial terms located in the agreement.
Transformation	Bullet point format	Please list each financial term in a bullet point list.
Generation	Create a schedule for Fee payments	Using the execution date of the agreement, provide dates for each license fee for the next 5 years.

Contract Example

Mock Agreement 
LICENSE AGREEMENT


This LICENSE AGREEMENT (the "Agreement"), made and effective as of September 7, 2022 (the "Effective Date"), is by and between:

NEW YORK UNIVERSITY (hereinafter "NYU"), a corporation organized and existing under the laws of the State of New York and having a place of business at 70 Washington Square South, New York, New York 10012;

AND

Very Important Company (hereinafter "CORPORATION”), an individual, with a mailing address of 1 Invention Way, New York, NY 10028;

collectively "Licensors"; AND
CORPORATION USA, LLC (hereinafter "CORPORATION"), a corporation organized and existing under the laws of the State of Delaware.

RECITALS

WHEREAS, Dr. Smart formerly of NYU (hereinafter "the NYU Scientist") together with Dr. Genius have made certain inventions relating to inflatable habitats, all as more particularly described in U.S. patent number 1234567 ("the Pre­ Existing Inventions"), and the NYU Scientist has assigned his rights in the Pre-Existing Invention to NYU; and

WHEREAS, subject to the terms and conditions hereinafter set forth, Licensors are willing to grant to CORPORATION and CORPORATION is willing to accept from Licensors the License (as hereinafter defined);

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:

1.	Definitions.
Whenever used in this Agreement, the following terms shall have the following meanings:
1.01.	"Affiliate" shall mean any company or other legal entity which controls, or is controlled by, or is under common control with, CORPORATION; control means the holding of twenty five and one tenth percent (25.1%) or more of (i) the capital and/or (ii) the voting rights and/or (iii) the right to elect or appoint directors.





 
1.02.	"Calendar Year" shall mean any consecutive period of twelve months commencing on the first day of January of any year.

1.03.	"Date of First Commercial Sale" shall mean the date on which a Licensed Product is first offered for sale by CORPORATION or an Affiliate or sublicensee of CORPORATION.

1.04.	"Field" shall mean underwater inflatable tethered habitats as set forth in the Licensed Patents.

1.05.	"License" shall mean the exclusive, worldwide license to practice Licensor's rights in the Licensed Patents (as hereinafter defined) and the non-exclusive, worldwide license to practice Licensor's rights in the Licensed Know-How (as hereinafter defined) for the development, manufacture, use and sale of the Licensed Products (as hereinafter defined) in the Field.

1.06.	"Licensed Products" shall mean all products and services, which (i) are covered by a claim of any unexpired Licensed Patent (as hereinafter defined) which has not been disclaimed or held invalid by a court of competent jurisdiction from which no appeal can be taken, or (ii) incorporate or are developed using Licensed Know-How; and in each case which includes without limitation services, equipment, parts, software, hardware and systems.

1.07.	"Net Sales" shall mean the total amount collected in connection with sales of the Licensed Products to any person or entity that is not an Affiliate or a sublicensee of CORPORATION under the License, after deduction of all the following to the extent applicable to such sales:
i)	all trade, case and quantity credits, discounts, refunds or rebates;
ii)	allowances or credits for returns; and
iii)	sales taxes (including value-added tax).

Such deductions shall not in the aggregate exceed five percent (5%) of such sales.

1.08.	"Improvements" shall mean improvements to the Pre-Existing Inventions made by Dr. Genius during the five-year period following the Effective Date.

1.09.	"Licensed Know-How" shall mean the Pre-Existing Inventions and any information and materials directly related to the Pre-Existing Inventions, including, but not limited to, Improvements, technical and non-technical data, materials, methods and processes and any drawings, plans, diagrams, specifications, imagery, promotional materials and/or other documents containing such information, discovered or developed solely by the NYU Scientist and/or Dr. Genius prior to the Effective Date, and, in each case, provided by NYU and/or Dr. Genius, respectively, to CORPORATION, provided that Licensed Know-How shall not include CORPORATION Know-How.
 
1.10.	"CORPORATION Know-How" shall mean any of CORPORATION'S pre­ existing inventions and any information and materials directly related to those pre-existing inventions, including, but not limited to, technical and non-technical data, materials, methods and processes and any drawings, plans, diagrams, specifications, imagery, promotional materials and/or other documents containing such information, discovered or developed by CORPORATION whether or not disclosed to Licensors. 

1.11.	"Licensed Patents" shall mean US Patent 123456, and any reissues and renewals thereof.

1.12.	"Licensed Technology" shall mean all Licensed Patents and Licensed Know­
How.

2.	Effective Date.
This Agreement shall be effective as of the Effective Date and shall remain in full force and effect until it expires or is terminated in accordance with Section 13 hereof.

3.	Title.
Subject to the License granted to CORPORATION hereunder, all right, title and interest, in and to the Licensed Technology, and in and to any drawings, plans, diagrams, specifications, and other documents containing any of the Licensed Technology shall vest solely in Licensors. At the request of Licensors, CORPORATION shall take all steps as may be necessary to give full effect to said right, title and interest of Licensors including, but not limited to, the execution of any documents that may be required to record such right, title and interest with the appropriate agency or government office.

4.	Patents and Patent Applications.
4.01.	Licensors shall prosecute and maintain the Licensed Patents at all times during the pendency of this Agreement and prior to its expiration or termination. At any time following the Effective Date, Licensors shall have the right at Licensor's discretion by written notice to require CORPORATION to provide advanced payment of any specific patent expenses (including without limitation post grant proceedings) for a particular Licensed Patent prior to Licensors incurring such expenses, and to abandon such Licensed Patent if CORPORATION does not provide such advanced payment.

4.02.	Nothing herein contained shall be deemed to be a warranty by Licensors that: (i) Licensors can or will be able to obtain any patent or patents on any patent application or applications in the Licensed Patents or any portion thereof, or that any of the Licensed Patents will afford adequate or commercially worthwhile protection, or (ii) that the manufacture, use, or sale of any element of the Licensed Technology or any Licensed Product will not infringe any patent(s) of a third party. 

5.	Grant of License.
5.01.	Subject to the terms and conditions hereinafter set forth, Licensors hereby grants to CORPORATION and CORPORATION hereby accepts from Licensors the License.

5.02.	Licensors reserves the right to use, and to permit other non-commercial entities to use, the Licensed Technology for educational and research purposes.

5.03.	The License granted to CORPORATION in Section 5.01 hereto shall commence upon the Effective Date and shall remain in force on a country-by-country basis, if not previously terminated under the terms of this Agreement, for fifteen (15) years from the Date of First Commercial Sale in such country or until the expiration date of the last to expire of the Licensed Patents whichever shall be later. CORPORATION shall inform Licensors in writing of the Date of First Commercial Sale with respect to each Licensed Product in each country as soon as practicable after the making of each such first commercial sale.

5.04.	CORPORATION shall be entitled to grant sublicenses under the License on terms and conditions in compliance and not inconsistent with the terms and conditions of this Agreement (except that the rate of royalty may be at higher rates than those set forth in this Agreement) (i) to an Affiliate or (ii) to other third parties, in each case for consideration and in an arms-length transaction. All sublicenses shall only be granted by CORPORATION under a written agreement, a copy of which shall be provided by CORPORATION to NYU as soon as practicable after the signing thereof. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to the terms and conditions of this License Agreement and shall contain (inter-alia) the following provisions:

(1)	the sublicense shall expire automatically on the termination of the License;
(2)	the sublicense shall not be assignable, in whole or in part;
(3)	the sublicensee shall not grant further sublicenses; and
 
5.05.	In the event that Licensors identifies a potential Licensed Product that CORPORATION is not developing, and provides written notification to CORPORATION of such lack of development, then provided such Licensed Product does not address the same market as another Licensed Product which CORPORATION is commercializing, then:

i)	CORPORATION may present to Licensors within one hundred and twenty
(120) days a development plan, reasonably acceptable to Licensors, to commercialize such Licensed Product, where the development plan brings such Licensed Product to market within a mutually agreed upon date, and thereafter executes the plan.

ii)	If CORPORATION does not provide Licensors with and execute a development plan as described in i) above, then Licensors may identify potential sublicensees to develop such Licensed Product and upon written notification to CORPORATION, CORPORATION shall negotiate in good faith and enter into a sublicense with the potential sublicensee within one hundred and twenty
(120) days of such request; and

iii)	If CORPORATION does not provide Licensors with and execute a development plan as described in i) above or execute a sublicense agreement as described in ii) above, then the aforesaid Licensed Product shall thereafter be deleted from the Field, and NYU shall have the sole right to grant licenses to third parties to commercialize such Licensed Product.

6.	Payments for License.
6.01.	In consideration for the grant and during the term of the License with respect to each Licensed Product, CORPORATION shall pay to NYU:

(a)	A royalty of (i) five percent (5%) of the Net Sales of CORPORATION and each Affiliate and sublicensee of CORPORATION for Licensed Products which are covered under Section 1.06(i); and (ii) two and one-half percent (2.5%) of the Net Sales of CORPORATION and each Affiliate and sublicensee of CORPORATION for Licensed Products which are covered under Section 1.06(ii) but are not covered under Section 1.06(i); provided, however, that, the maximum royalty to be paid under this subsection shall be five percent (5%); and

(b)	twenty percent (20%) of any consideration, monetary or otherwise (not based on Net Sales), received by CORPORATION from a sublicensee of CORPORATION (not being an Affiliate) under the terms of, or as a consideration for the grant of, a sublicense of any rights or for grant of an option to acquire such a sublicense.

6.02.	For the purpose of computing the royalties due to NYU hereunder, the year shall be divided into four parts ending on March 31, June 30, September 30, and
 
December 31. Not later than sixty (60) days after each December, March, June, and September in each Calendar Year during the term of the License, CORPORATION shall submit to NYU a full and detailed report of royalties or payments due NYU under the terms of this Agreement for the preceding quarter year (hereinafter "the Quarter-Year Report"), setting forth the Net Sales and/or lump sum payments and all other payments or consideration from sublicensees upon which such royalties are computed and including at least:

i)	the quantity of Licensed Products used, sold, transferred or otherwise disposed of;
ii)	the selling price of each Licensed Product;
iii)	the deductions permitted under Section 1.07 to arrive at Net Sales; and
iv)	the royalty computations and subject of payment.


6.03.	Within sixty (60) days after the end of each Calendar Year, commencing on the Date of First Commercial Sale CORPORATION shall furnish Licensors with a report (hereinafter "the Annual Report"), certified by the CORPORATION'S Chief Financial Officer, relating to the royalties and other payments due to NYU pursuant to this Agreement in respect of the Calendar Year covered by such Annual Report and containing the same details as those specified in Section 6.02 above in respect of the Quarter-Year Report.

 
7.	Method of Payment.

7.01.	NYU shall pay to Dr. Genius fifty percent (50%) of Net Royalties received from CORPORATION hereunder, where "Net Royalties" shall mean all payments received by NYU under Section 6 and Section 10.03 of this Agreement minus NYU's out-of-pocket patent costs related to the Licensed Patents. As of the effective date such costs are $100,000,000.