initial commit

app.py

@@ -0,0 +1,165 @@
+import collections
+import math
+import re
+import string
+import streamlit as st
+from transformers.pipelines import pipeline
+import json
+import sys
+from predict import run_prediction
+import random
+from io import StringIO
+import requests
+import boto3 
+
+from transformers import (
+    AutoConfig,
+    AutoModelForQuestionAnswering,
+    AutoTokenizer,
+    squad_convert_examples_to_features
+)
+
+from transformers.data.processors.squad import SquadResult, SquadV2Processor, SquadExample
+from transformers.data.metrics.squad_metrics import compute_predictions_logits
+
+import gradio as gr
+import json
+import torch
+import time
+from torch.utils.data import DataLoader, RandomSampler, SequentialSampler
+
+st.set_page_config(layout="wide")
+st.cache(show_spinner=False, persist=True)
+
+with open('./contract.txt', 'w') as f:
+    f.write("Hello")
+    
+
+def load_questions():
+    with open('data/test.json') as json_file:
+        data = json.load(json_file)
+
+    questions = []
+    for i, q in enumerate(data['data'][0]['paragraphs'][0]['qas']):
+        question = data['data'][0]['paragraphs'][0]['qas'][i]['question']
+        questions.append(question)
+    return questions
+
+
+st.cache(show_spinner=False, persist=True)
+
+
+def load_contracts():
+    with open('data/test.json') as json_file:
+        data = json.load(json_file)
+
+    contracts = []
+    for i, q in enumerate(data['data']):
+        contract = ' '.join(data['data'][i]['paragraphs'][0]['context'].split())
+        contracts.append(contract)
+    return contracts
+
+
+questions = load_questions()
+contracts = load_contracts()
+
+### DEFINE SIDEBAR
+st.sidebar.title("Interactive Contract Analysis")
+st.sidebar.markdown(
+"""
+Process text with [Huggingface](https://huggingface.co) models and visualize the results.  
+
+This model uses a pretrained snapshot trained on the [Atticus](https://www.atticusprojectai.org/) Dataset - CUAD
+
+
+"""
+)
+
+st.sidebar.header("Contract Selection")
+
+# select contract
+contracts_drop = ['contract 1', 'contract 2', 'contract 3']
+contracts_files = ['contract-1.txt', 'contract-2.txt', 'contract-3.txt']
+contract = st.sidebar.selectbox('Please Select a Contract', contracts_drop)
+
+
+idx = contracts_drop.index(contract)
+with open('data/'+contracts_files[idx-1]) as f:
+    contract_data = f.read()
+
+# upload contract
+user_upload = st.sidebar.file_uploader('Please upload your own', type=['docx', 'pdf', 'txt'], accept_multiple_files=False)
+print(user_upload)
+
+# process upload
+if user_upload is not None:
+    print(user_upload.name,user_upload.type)
+    extension = user_upload.name.split('.')[-1].lower()
+    if extension == 'txt':
+        print('text file uploaded')
+         # To convert to a string based IO:
+        stringio = StringIO(user_upload.getvalue().decode("utf-8"))
+
+        # To read file as string:
+        contract_data = stringio.read()
+
+    elif extension == 'pdf':
+        import PyPDF4
+        try:
+            # Extracting Text from PDFs
+            pdfReader = PyPDF4.PdfFileReader(user_upload)
+            print(pdfReader.numPages)
+            contract_data = ''
+            for i in range(0,pdfReader.numPages):
+
+                print(i)
+                pageobj = pdfReader.getPage(i)
+                contract_data = contract_data + pageobj.extractText()
+        except:
+            st.warning('Unable to read PDF, please try another file')
+
+    elif extension == 'docx':
+        import docx2txt
+
+        contract_data = docx2txt.process(user_upload)
+
+    else:
+        st.warning('Unknown uploaded file type, please try again')
+
+results_drop = ['1', '2', '3']
+number_results = st.sidebar.selectbox('Select number of results', results_drop)
+
+### DEFINE MAIN PAGE
+st.header("Legal Contract Review Demo")
+st.write("This demo uses the CUAD dataset for Contract Understanding.")
+
+
+paragraph = st.text_area(label="Contract",value=contract_data,height=400)
+question = st.selectbox('Choose one of the 41 queries from the CUAD dataset:', questions)
+
+if st.button('Analyze'):
+    if (not len(paragraph)==0) and not (len(question)==0):
+        print('getting predictions')
+        with st.spinner(text='Analysis in progress...'):
+            #predictions = run_prediction([question], paragraph, '../models/roberta-base/')
+            data = {}
+            data['question']=[question]
+            data['context']=paragraph
+            print(data)
+
+            predictions = run_prediction(data['question'], data['context'], 'akdeniz27/roberta-base-cuad', n_best_size=number_results )
+            # print(resp)
+            # predictions=resp.json()
+            # print(predictions)
+        if predictions['0'] == "":
+            answer = 'No answer found in document'
+        else:
+            if number_results == '1':
+                answer = predictions['0']
+                st.text_area(label="Answer", value=f"{answer}")
+            else:
+                f = open("nbest.json")
+                st.success(f.readlines())
+            st.success("Successfully processed contract!")
+    else:
+        st.write("Unable to call model, please select question and contract")

data/contract-1.txt

@@ -0,0 +1 @@
+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\u2122, 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\u2122 and Gridiron MVP\u2122 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\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 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\u2026) 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\u2122 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\u2122   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

data/contract-2.txt

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+Exhibit 10.2    INTELLECTUAL PROPERTY AGREEMENT        between        SONY ELECTRONICS INC.        and        GSI TECHNOLOGY, INC.        August 28, 2009\n\n\n\n\n\n     TABLE OF CONTENTS\n\n   i\n\n    Page        1. Definitions 1            1.1 IP Agreement 2    1.2 Asset Purchase Agreement 2    1.3 Effective Date 2    1.4 Licensed Patent(s) 2    1.5 Transferred Patent(s) 3         2. Assignment 3         3. Licenses 3            3.1 Grant by SONY 3    3.2 Grant Back by PURCHASER 4    3.3 No Implied License or Other Assignment 4    3.4 No Sublicense Rights 4         4. Each Party's Sole Right to the Intellectual Property 4         5. Restrictions on Use of SONY Trademarks 5            5.1 No Trademark License 5    5.2 Removal of SONY Trademarks 5    5.3 Packaging 5    5.4 No Affiliation 6    5.5 JTAG / Mask Works 6         6. Payment 6         7. Term and Termination 7            7.1 Term 7    7.2 Termination 7    7.3 Insolvency 7    7.4 Continuing Obligations 8         8. Representations and Warranties 8            8.1 Power and Authority 8    8.2 Essential Patents 8    8.3 Ownership 8    8.4 Validity and Enforceability 8    8.5 Sufficiency 9    8.6 Non-infringement by the Business 9    8.7 Infringement by a Third Party 10    8.8 Intellectual Property Development 10\n\n\n\n\n\n     TABLE OF CONTENTS  (continued)\n\n   ii\n\n    Page           8.9 Material Intellectual Property Agreements 11    8.10 Royalties 11    8.11 No Loss of Rights 12    8.12 Transferability 12    8.13 No SRAM Product Warranty Issues 12    8.14 Disclaimer 12         9. Miscellaneous 13            9.1 Notices 13    9.2 Expenses 14    9.3 Successors and Assigns 14    9.4 Waiver 15    9.5 Entire Agreement 15    9.6 Amendments and Supplements 15    9.7 Rights of Third Parties 15    9.8 Further Assurances 16    9.9 Applicable Law 16    9.10 Execution in Counterparts 16    9.11 Titles and Headings 16    9.12 Invalid Provisions 16    9.13 Transfer Taxes 17    9.14 Attorneys' Fees 17\n\n\n\n\n\n     INTELLECTUAL PROPERTY AGREEMENT     This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc., a Delaware  corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER  and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".     RECITALS     WHEREAS, SONY presently conducts the business of manufacturing, marketing and selling SRAM products (the \"Business\");     WHEREAS, SONY has agreed to sell and PURCHASER has agreed to purchase certain assets, rights and properties of SONY used or  useful in connection with the Business, all on the terms and subject to the conditions set forth in the Asset Purchase Agreement of even date  herewith;     WHEREAS, SONY has or will transfer title to the Transferred Assets to PURCHASER under the Asset Purchase Agreement;     WHEREAS, SONY is the owner of certain intellectual property related to the Business; and     WHEREAS, SONY desires to transfer certain patents to PURCHASER and grant to PURCHASER a license under certain intellectual  property related to the SRAM Products.     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties  hereto agree as follows:     1. Definitions     As used in this IP Agreement, all capitalized terms shall have the meaning ascribed to them as set forth in the Asset Purchase  Agreement, except for terms defined herein, including the following terms, which shall have the meanings set forth below:     1\n\n\n\n\n\n     1.1 IP Agreement     The term \"IP Agreement\" means this Intellectual Property Agreement, including all attached Exhibits hereto, and any  amendments or supplements agreed to in writing and signed by SONY and PURCHASER.     1.2 Asset Purchase Agreement     The term \"Asset Purchase Agreement\" means the Asset Purchase Agreement dated August 28, 2009 between SONY and  PURCHASER to which this IP Agreement is attached as Exhibit F.     1.3 Effective Date     The term \"Effective Date\" means the Closing Date.     1.4 Licensed Patent(s)     The term \"Licensed Patent\" or \"Licensed Patents\" means any patent or patents issued at any time in any country (including  any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the  Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of  those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those  patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under  which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other  consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and  (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any  Competing Products (including, without limitation, the SRAM Products). \"Licensed Patents\" shall exclude the Transferred Patents.     2\n\n\n\n\n\n     1.5 Transferred Patent(s)     The term \"Transferred Patent\" or \"Transferred Patents\" means the patents and/or patent applications listed in Exhibit A to this  IP Agreement and all patents and applications claiming the priority of any of these patents and/or patent applications and all reissues, divisions,  renewals, extensions, provisionals, and continuations thereof, and any equivalent or similar rights anywhere in the world in inventions and  discoveries.     2. Assignment     SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any  patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or  reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to  assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any  and all necessary patent offices and/or governmental agencies. SONY retains the right to sue and collect damages for any past infringement of the  Transferred Patents, provided that SONY obtains PURCHASER's written consent prior to making any infringement claim or allegation or filing any  action, suit, litigation or proceeding that could affect the Transferred Patents or PURCHASER's ability to use and exploit the Transferred Patents  or that may result in PURCHASER being joined as a party to the action, suit, litigation or proceeding. PURCHASER shall not unreasonably  withhold its consent.     3. Licenses     3.1 Grant by SONY     SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free  license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products  (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise  practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the      3\n\n\n\n\n\n     Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without  limitation, SRAM Products).     3.2 Grant Back by PURCHASER     Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER  hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell,  sell, otherwise dispose of, and import any products, including any Competing Products. This Section 3.2 shall not be construed as superseding,  overriding or modifying Section 8.3 of Asset Purchase Agreement.     3.3 No Implied License or Other Assignment     Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and  each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual  Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.     3.4 No Sublicense Rights     No license granted by either party under this IP Agreement includes the right to grant sublicenses.     4. Each Party's Sole Right to the Intellectual Property     Each Party shall have the sole right, but not the obligation, to apply for and register for protection for, prosecute, and maintain  any of its Intellectual Property and shall have the sole right to determine whether or not, and where, to apply for and/or register such protection, to  abandon attempts to obtain protection or abandon registered protection of any Intellectual Property, and/or to discontinue the maintenance of any  Intellectual Property without any obligation to inform the other Party of any such action or inaction. Neither Party is obligated to (a) file any patent  application or to secure any patent or patent rights, or (b) maintain any patent in force or prosecute any patent application.     4\n\n\n\n\n\n     5. Restrictions on Use of SONY Trademarks     5.1 No Trademark License     Both Parties agree and recognize that, except as specifically provided in this Section 5, SONY does not grant any trademark  license to PURCHASER under any SONY slogans, brands, trade names, monograms, logos, common law trademarks and service marks, trademark  and service mark registrations and applications or any World Wide Web addresses, sites and domain names or any variations thereof (\"SONY  Branding\"). PURCHASER agrees that, except as specifically provided in this Section 5, it shall not use any slogans, brands, trade names,  monograms, logos, common law trademarks and service marks, trademark and service mark registrations and applications or any World Wide Web  addresses, sites and domain names or any variations thereof (\"PURCHASER Branding\") that imitate or are confusingly similar to any SONY  Branding, nor shall it use PURCHASER Branding in commerce in a manner that would be confusingly similar to any SONY Branding.     5.2 Removal of SONY Trademarks     Except as expressly permitted by Section 5.5 or as otherwise agreed by SONY in writing, Purchaser shall either remove, cover  (i.e., sticker) or obliterate SONY Branding visible to the unaided human eye from all SRAM Products and product literature whether (a) transferred  in complete or incomplete form under the Asset Purchase Agreement, (b) manufactured under license under this IP Agreement, or (c) manufactured  using the Transferred Assets. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY  Branding acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.     5.3 Packaging     Except as expressly otherwise agreed by SONY in writing, all inventory of SRAM Products shall be packaged with labels clearly  indicating that it is a PURCHASER original product. PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM  Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing  SONY Branding      5\n\n\n\n\n\n     acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.     5.4 No Affiliation     PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this  IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services.     5.5 JTAG / Mask Works     Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to  PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise  indicate a connection to SONY, provided that:     (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with  customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and     (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of  determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable  request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and     (iii) no alterations are made to any such Mask in any way.     6. Payment     Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price, and PURCHASER  shall have no obligation to make any additional payments to SONY for the license granted under this Agreement.     6\n\n\n\n\n\n     7. Term and Termination     7.1 Term     Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM  Intellectual Property rights licensed under this IP Agreement.     7.2 Termination     (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP  Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching  Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving  notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.     (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option,  have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon  PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.     (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property,  PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by  serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.     7.3 Insolvency     The licenses granted to a Party under Section 3 hereof shall automatically terminate should such Party become adjudicated  insolvent by reason of failure to pay its debts when due, enter into bankruptcy proceeding for its liquidation, voluntarily or involuntarily, or make  any assignment for the benefit of any one or more creditors.     7\n\n\n\n\n\n     7.4 Continuing Obligations     Termination of the licenses granted hereunder shall not affect any liability of either of the Parties previously accruing under this  IP Agreement.     8. Representations and Warranties     SONY hereby makes the following representations and warranties to PURCHASER, each of which shall be true and correct as of  the date hereof and as of the Closing Date, and shall be unaffected by any investigation heretofore or hereafter made:     8.1 Power and Authority     SONY has the right and power to enter into this IP Agreement and to transfer the Transferred Patents and to grant the license  set forth in Section 3.1.     8.2 Essential Patents     The Transferred Patents listed on Exhibit A comprise the Patents, both U.S. and foreign, owned or claimed by SONY or any  SONY Affiliate, that are essential to the conduct of the Business as conducted by SONY.     8.3 Ownership     All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other  Person, nor is it owned or jointly owned by any SONY Affiliate.     8.4 Validity and Enforceability     Each of the Transferred Patents (excluding applications) is subsisting, and, to the Knowledge of SONY, valid and in full force  and effect (except with respect to applications), and has not expired or been cancelled or abandoned. All necessary documents and certifications in  connection with each Transferred Patent (excluding applications) have been filed with the relevant patent, copyright or other authorities in the  United States and foreign jurisdictions, as the case may be, for the purposes of avoiding abandonment, prosecuting and maintaining of      8\n\n\n\n\n\n     Transferred Patents (excluding applications). Except for actions of the relevant jurisdiction's patent and trademark office or other government  intellectual property office (\"Office Actions\"), SONY has not, to the Knowledge of SONY, received written notice of any pending or threatened  (and at no time within the two years prior to the Effective Date has there been pending any) action before any court, governmental authority or  arbitral tribunal in any jurisdiction challenging the use, ownership, validity, enforceability or registerability of any of the Transferred Patents.  Rejections of pending applications before a national patent, trademark or intellectual properly office will not constitute such written notice. Except  for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"),  neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees,  stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual  Property included in the Transferred Assets. SONY has the sole right to enforce all of the Transferred Patents and the other SRAM Intellectual  Property rights of SONY included in the Transferred Assets.     8.5 Sufficiency     To the Knowledge of SONY, SONY and each of SONY's Affiliates owns, or has valid rights to use, all the SRAM Intellectual  Property material to the conduct of the Business, including, without limitation, the design, development, manufacture, marketing, use, distribution,  import, supply, provision and sale of SRAM Products.     8.6 Non-infringement by the Business     As of the Effective Date, SONY has not received written notice of any pending or threatened (and at no time within the two  years prior to the date of this Agreement has there been, to the Knowledge of SONY, pending any) action alleging that the activities or the  conduct of the Business dilutes (solely with respect to trademark rights), misappropriates, infringes, violates or constitutes the unauthorized use  of, or will dilute (solely with respect to trademark rights), misappropriate, infringe upon, violate or constitute the unauthorized use of the  Intellectual Property of any third party, nor, to the Knowledge of SONY, does there exist any basis therefor. Except for Office Actions pertaining to  the Transferred Patents and Patent licenses      9\n\n\n\n\n\n     granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any  settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its  Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third  party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.     8.7 Infringement by a Third Party     To the Knowledge of SONY, no third party is misappropriating, infringing, or violating any SRAM Intellectual Property material  to the conduct of the Business that is owned by or exclusively licensed to SONY or any SONY Affiliate, and no Intellectual Property or other  proprietary right, misappropriation, infringement or violation actions have been brought against any third party by SONY or any SONY Affiliate in  connection with the Business.     8.8 Intellectual Property Development     To the knowledge of SONY:     (a) Each Person who is or has been employed by SONY or any Affiliate of SONY at any time at or prior to the date hereof in  connection with the development of any SRAM Intellectual Property or technology material to the Business, or is or has provided consulting  services to SONY or any Affiliate of SONY in connection with the development of any SRAM Intellectual Property or technology material to the  Business at any time at or prior to the Effective Date, has signed an agreement containing appropriate confidentiality terms.     (b) Except in the exercise of SONY's business judgment, other than under an appropriate confidentiality or nondisclosure  agreement or contractual provision relating to confidentiality and nondisclosure, there has been no disclosure to any third party of material  confidential or proprietary information or trade secrets of SONY or any Affiliate of SONY related to any SRAM Product. All current and former  employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed  an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their  employment.     10\n\n\n\n\n\n     (c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any  material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who  have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire  agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any  part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their  right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work  for SONY or any Affiliate.     (d) Other than the employees, consultants and contractors referred to in this Section 8.8, no other Person has made or currently  is making any material contributions to the development of any SRAM Product.     8.9 Material Intellectual Property Agreements     Except for the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement and the  Portfolio Cross Licenses, there are no contracts, licenses or agreements between SONY or any of its Affiliates, on the one hand, and any other  Person, on the other hand, with respect to any SRAM Intellectual Property material to the conduct of the Business, including any agreements with  respect to the manufacture or distribution of the SRAM Products.     8.10 Royalties     To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under  the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for  the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any  contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the  transactions contemplated by this Agreement.     11\n\n\n\n\n\n     8.11 No Loss of Rights     The consummation by SONY of the transactions contemplated hereby will not result in any violation, loss or impairment of  ownership by SONY or any SONY Affiliate of, or impair or restrict the right of PURCHASER to use, any Transferred Patents or any other SRAM  Intellectual Property included in the Transferred Assets, and will not require the consent of any governmental authority or third party with respect  to any of Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets.     8.12 Transferability     All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without  restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees  to patent offices. There are no Liens on any of the Transferred Patents. (For the avoidance of doubt, the Parties acknowledge that SONY's  licensees under Portfolio Cross Licenses already hold licenses to the Transferred Patents and do not need a license from PURCHASER to practice  the Transferred Patents.)     8.13 No SRAM Product Warranty Issues     To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be)  conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business. (For the  avoidance of doubt, epidemic failures or any substantial repeated failures of those products to comply with specifications that have not been  resolved are not in the ordinary course of business). SONY has not received written notice from any customer, reseller, OEM customer or  governmental authority alleging any such material non-conformance.     8.14 Disclaimer     NOTHING IN THIS IP AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY  OF THE VALIDITY OF ANY PATENT. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE      12\n\n\n\n\n\n     OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE  SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON  THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION,  USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY;  OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE  FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES,  HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE. THIS SECTION 8 IS NOT INTENDED TO  NEGATE OR SUPERSEDE ANY REPRESENTATION OR WARRANTY EXPRESSLY MADE BY SONY IN THIS IP AGREEMENT.     9. Miscellaneous     9.1 Notices     All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in this IP  Agreement, will be deemed to have been duly given when delivered in person or when dispatched by electronic facsimile transfer (confirmed in  writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service  to the appropriate Party at the address specified below:     (a) If to PURCHASER, to:     GSI Technology, Inc.  2360 Owen Street  Santa Clara, CA 95054  Attention: Chief Financial Officer  Facsimile No.: (408) 980-8377     13\n\n\n\n\n\n     with a copy (which shall not constitute notice) to:     DLA Piper LLP (US)  2000 University Avenue  East Palo Alto, CA 94303-2214  Attention: Dennis C. Sullivan  Facsimile No.: (650) 867-1200     (b) If to SONY, to:     Sony Electronics Inc.  1730 N. First Street  San Jose, CA 95112  Attention: Law Department  Facsimile No.: (408) 352-4169     with a copy (which will not constitute notice) to:     Sony Electronics Inc.  16530 Via Esprillo, MZ7300  San Diego, CA 92127  Attention: General Counsel  Facsimile No.: (858) 942-8170     or to such other address or addresses as any such Party may from time to time designate as to itself by like notice.     9.2 Expenses     Except as otherwise expressly provided herein, each Party shall pay any expenses incurred by it incident to this IP Agreement,  and in preparing to consummate and consummating the transactions provided for herein.     9.3 Successors and Assigns     This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and  permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the  foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially  all of its assets, on condition that it provides the      14\n\n\n\n\n\n     other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.     9.4 Waiver     No action taken pursuant to this IP Agreement will be deemed to constitute a waiver of compliance with any representations,  warranties, conditions or covenants contained in this IP Agreement unless it is in writing, and no such waiver will operate or be construed as a  waiver of any subsequent breach, whether of a similar or dissimilar nature.     9.5 Entire Agreement     This IP Agreement and the Asset Purchase Agreement (including the Schedules and Exhibits hereto and thereto and the  ancillary documents thereto) supersedes any other agreement, whether written or oral, that may have been made or entered into by any Party  relating to the matters contemplated hereby and constitutes the entire agreement by and among the Parties with respect to the subject matter  hereof and thereof.     9.6 Amendments and Supplements     This IP Agreement may be amended or supplemented at any time by additional written agreements as may mutually be  determined by PURCHASER and SONY to be necessary, desirable or expedient to further the purposes of this IP Agreement or to clarify the  intention of the Parties.     9.7 Rights of Third Parties     Other than Affiliates of a Party, nothing expressed or implied in this IP Agreement is intended or will be construed to confer  upon or give any Person other than the Parties any rights or remedies under or by reason of this IP Agreement or any transaction contemplated  hereby.     15\n\n\n\n\n\n     9.8 Further Assurances     From time to time, as and when requested by either Party, the other Party will execute and deliver, or cause to be executed and  delivered, all such documents and instruments, make such other deliveries and take such other actions as may be reasonably necessary to  consummate the transactions contemplated by this IP Agreement.     9.9 Applicable Law     This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and  substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.     9.10 Execution in Counterparts     This IP Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which  together will constitute one and the same agreement.     9.11 Titles and Headings     Titles and headings to Sections herein are inserted for convenience of reference only, and are not intended to be a part of or to  affect the meaning or interpretation of this IP Agreement.     9.12 Invalid Provisions     If any provision of this IP Agreement is held to be illegal, invalid, or unenforceable under any present or future Law, (a) such  provision will be fully severable; (b) this IP Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had  never comprised a part hereof; (c) the remaining provisions of this IP Agreement will remain in full force and effect and will not be affected by the  illegal, invalid, or unenforceable provision or by its severance from this IP Agreement; and (d) in lieu of such illegal, invalid, or unenforceable  provision, there will be added automatically as a part of this IP Agreement a legal, valid, and enforceable provision as similar in terms to such  illegal, invalid, or unenforceable provision as may be possible.     16\n\n\n\n\n\n     9.13 Transfer Taxes     All sales, use, transfer, stamp, conveyance, value added or other similar taxes, duties, excises or governmental charges imposed  by any taxing jurisdiction, domestic or foreign, and all recording or filing fees, notary fees or other similar costs of Closing with respect to the  transfer of the Transferred Assets or otherwise on account of this IP Agreement or the transactions contemplated hereby will be borne by  PURCHASER.     9.14 Attorneys' Fees     If any action at law or in equity is necessary to enforce or interpret the terms of this IP Agreement, the Person prevailing shall be  entitled to recover in such action its reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may  be entitled.     IN WITNESS WHEREOF, the Parties have caused this IP Agreement to be executed in duplicate by their duly authorized officers  as of the day and year first above written.\n\n   17\n\nGSI TECHNOLOGY, INC.     SONY ELECTRONICS INC.                By: /s/ Lee-Lean Shu     By: /s/ Tomoya Hayakawa             Name: Lee-Lean Shu     Name:  Tomoya Hayakawa             Title: President & CEO     Title: President of CSBD\n\n\n\n\n\n     Exhibit F:     Exhibit A to the IP Agreement: List of Assigned Patents\n\n\n\nFiling Date    Title    Country/  Region    Serial #   Publ. #   Patent #   Inventors                             28-Apr-06     Test semiconductor device in full frequency with  half frequency tester     United States     11/414,612     2007-0266286     7516385     Chen, Suzanne; & Kim, Jae-Hyeong; &  Tseng, Chih-Chiang                             24-Apr-06     Minimized line skew generator.     United States     11/410,352     2007-0096790     Not yet  patented     Chuang, Patrick; & Kim, Jae-Hyeong;  & Lu, Chungji (Jay)                             30-Oct-06     Performing Read and Write Operations in the  Same Cycle for an SRAM Device.     Japan     2006-294640                 Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang                             14-Apr-06     Performing read and write operations in the same  cycle for an SRAM device.     United States     11/404,191     2007-0097780     7355907     Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang                             30-Oct-06     Shift Registers Free of Timing Race Boundary  Scan Registers with Two-Phase Clock Control.     Japan     2006-294617                 Chen, Suzanne; & Chuang, Patrick; &  Huang, M.H. Mu-Hsiang\n\n\n\n\n\n\n\n   2\n\n14-Apr-06     Shift registers free of timing race boundary scan  registers with two-phase clock control.     United States     11/404,353     2007-0101222     7389457     Chen, Suzanne; & Chuang, Patrick; &  Huang, M.H. Mu-Hsiang                             3-May-06     Dynamic sense amplifier for SRAM.     United States     11/417,805     2007-0097765     7313040     Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong                             30-Oct-06     Dynamic sense amplifier for SRAM.     Japan     2006-294706                 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong                             17-May-06\n\n\n\nProgrammable impedance control circuit  calibrated at Voh Vol level\n\nUnited States\n\n\n\n11/436,260\n\n\n\n2007-0268039\n\n\n\n7312629\n\n\n\nHuang, M.H. Mu-Hsiang; & Ichihashi,  Masahiro; & Miyajima, Yoshifumi; &  Nakashima, Katsuya                             4-Apr-08     DYNAMIC DUAL CONTROL ON-DIE  TERMINATION.     United States     12/078,782     2008-0272800     Not yet  patented     Chuang, Patrick; & Haig, Robert\n\n                           24-Mar-08     An efficient method for implementing  programmable impedance output drivers and      United States     12/079,100     Not yet published     Not yet  patented     Chuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan;\n\n\n\n\n\n\n\n   3\n\n      programmable input on die termination on a bi- directional data bus                             & Tseng, Chih\n\n                           9-Mar-09\n\n\n\nProgrammable input/output structures and  method for implementing a bi-directional data  busses.\n\nChina\n\n\n\n200910127224.8\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan; & Tseng, Chih\n\n                           13-Feb-09\n\n\n\nAn efficient method for implementing  programmable impedance output drivers and  programmable input on die termination on a bi- directional data bus\n\nEPO\n\n\n\n09250396.0\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan; & Tseng, Chih

data/contract-3.txt

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+ENDORSEMENT LICENSING AND CO-BRANDING AGREEMENT   This ENDORSEMENT LICENSING AND CO-BRANDING AGREEMENT is entered into on July 26, 2013 (the \"Effective Date\") by and between Marine MP, LLC (\"Lender\"), for services of Arnold Schwarzenegger (\"Endorser\"), and Fitness Publications, Inc. (\"Fitness\") (collectively, Lender, Endorser, and Fitness are referred to as the \"AS Parties\") and MusclePharm Corporation with its principal place of business in Denver, Colorado and its subsidiaries, (collectively, \"MusclePharm\" or the \"Company\").   RECITALS   WHEREAS, the AS Parties have the rights necessary to license the use of the rights of publicity with respect to name, voice, approved signature, approved photographs, approved images, and approved likenesses of Arnold Schwarzenegger (the \"Name and Appearance Rights\") and the use of the Name and Appearance Rights as trademarks or service marks (the \"Trademarks\"); and   WHEREAS, MusclePharm is engaged in the business of developing and marketing nutritional products for athletes and fitness enthusiasts, and   WHEREAS, MusclePharm from time to time uses consumer, celebrity, and expert endorsements or testimonials to promote MusclePharm Products (as defined in Section 2(b) of this Agreement) in marketing and advertising materials, and   WHEREAS, MusclePharm desires to develop, market, promote and sell in conjunction and in cooperation with the Endorser a unique Arnold Schwarzenegger customized product line approved by the Endorser initially comprised of between four to eight (4 to 8) products, subject to Section 2(b) below), that will be marketed and advertised under the Endorser's name and likeness, all subject to the Endorser's approval, as described in Section 12, (the \"AS Product Line\"); and   WHEREAS, MusclePharm desires to engage Endorser, and Endorser desires to accept the engagement, as more fully described in this Agreement, whereby Endorser will lend his name, reputation, and appearance to (i) endorse and promote MusclePharm and its Products and (ii) to develop the AS Product Line and several related promotional giveaway items that will depict the Endorser's name and likeness solely in conjunction with the MusclePharm logo or images of the AS Product Line on the permitted promotional products (the \"Promotional Products\") set forth on Exhibit A attached hereto, as may be amended in writing by the parties hereto from time to time (collectively, the Promotional Products and the AS Product Line are referred to as the \"Licensed Products\").   NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  1. Term:   (a) This Agreement shall have an Initial Term of three (3) years. The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement. The period from July 23, 2013 to July 22, 2014 shall be referred to as the \"First Contract Year\". The period from July 23, 2014 to July 22, 2015 shall be referred to as the \"Second Contract Year\". The period from July 23, 2015 to July 22, 2016 shall be referred to as the \"Third Contract Year\".   (b) In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the First Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.   (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the renewal Term shall be as set forth in Section 7 and Exhibit \"C\" Section (3) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the Second Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 in each Contract Year of the Second Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022.   2. Engagement:   (a) MusclePharm hereby engages Endorser and Endorser promises and agrees to hold himself available to use, evaluate, advertise and promote certain MusclePharm Products, as may be reasonably requested by MusclePharm in accordance with the terms and conditions set forth herein on a world-wide basis. Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) Products. As used in this Agreement, \"Products\" shall mean dietary supplements manufactured within the fifty states of the United States of America; provided, however, MusclePharm shall not produce during the Term (and any renewal Term, if any) any diet pills and/or sexual enhancement products; provided, further, that fat burning products, Shred Matrix and Live Shredded products and products that increase testosterone levels currently produced by MusclePharm as of the date hereof shall be part of the definition of Products for the purpose of this Agreement.   (c) New Products. During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.   (d)  Distribution Channels - Licensed Products. Subject to the terms and conditions herein (including the Exhibits), the license to MusclePharm with respect to distribution and promotion of the Licensed Products is on a worldwide basis through the Distribution Channels (as defined below) subject to approval rights set forth in Section 13 herein. For the purposes of this Agreement, \"Distribution Channels\" means the distribution of the Licensed Products through GNC retail and online chains worldwide during the First Contract Year and, thereafter, through MusclePharm's other worldwide distribution channels, as mutually determined by MusclePharm and the AS Parties.   3. Endorsement of Products:   Endorser agrees that he will use and evaluate the Products and Licensed Products according to the recommended use and dose guidelines. Based on Endorser's knowledge, personal use and experience with the Products and Licensed Products that he shall from time to time during the Term of this Agreement provide his honest evaluation, opinion, and findings about the Products and Licensed Products he is endorsing and promoting. The endorsements must be based on Endorser's knowledge and/or personal use and experience with the Products and Licensed Products at or about the times the endorsements are made.  Endorser's statements and endorsements, or paraphrases thereof, may be used by MusclePharm to advertise, promote and publicize its business, Products and Licensed Products as provided herein. Endorser's endorsements of the Products and Licensed Products will be in accordance with the guidelines established by the Federal Trade Commission for endorsements in advertising. If requested by MusclePharm, Endorser shall provide a signed affidavit in form satisfactory to MusclePharm confirming Endorser's compliance with the FTC standards in connection with his endorsements and endorsement activities.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  4. Appearances, Advertising and Promotional Activities:   (a) Appearances and Video.   (i) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make four (4) personal appearances (\"Appearances\") in the First Contract Year on dates, times and places mutually agreed upon by the parties hereto. Endorser acknowledges that such Appearances in the First Contract Year shall consist of: (i) one (1) appearance at an industry tradeshow to be mutually agreed by the parties, (ii) one (1) charity event with Arnold's All-Stars, (iii) one (1) appearance at the Arnold Classic, and (iv) one (1) corporate and public relations event(s) in 2013 to be mutually agreed by the parties.   (ii) The Endorser and MusclePharm may also agree to produce on dates, times and places mutually agreed upon by the parties hereto a GetSwole training video (the \"Training Video\") during a production session (the \"Production Day\"). In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.   (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).   (iv) Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products. The Production Day shall be for the purpose of MusclePharm shooting the Training Video. In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.   (v) In the event Endorser agrees to appear in the Training Video on television promoting the Licensed Products during the Term hereof, the Training Video shall be produced by a production company that is a SAG signatory and such production company shall pay on behalf of the Endorser all pension, health & welfare benefit payments. For the purpose of computing such pension, health and welfare benefit contributions and any other payments under any SAG or AFTRA contracts applicable to Endorser's appearance in such Training Video, 25% of the compensation payable to Endorser under this Agreement shall be allocated as fair and reasonable consideration for Endorser's work and appearance in the Training Video during the Term or thereafter during the Use-Up Period defined below.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) Advertisements, Print Media, and Promotional Items. Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests.   (c)  Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed.   (d) Use-Up Period. During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.   (e) Promotional Products. During the Term, MusclePharm shall have the right to create and distribute the Promotional Products world- wide. MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products. In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.   (f) Online content. During the Term, Endorser will use good faith efforts to provide online content for MusclePharm's websites and social media websites as reasonably requested by MusclePharm. This will be in a form agreed to by the parties (e.g. training video or video interview with a MusclePharm representative). This will be scheduled so as to not interfere with Endorser's movie and other obligations. Endorser will use good faith efforts to promote MusclePharm on his website (e.g. www.schwarzenegger.com).   (g) GetSwole. Endorser, in conjunction with MusclePharm's management and fitness experts will help in the design of the GetSwole Diet and Weight Training Program.   (h) Autographed Items. Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (i) Representations and Warranties. Endorser expressly represents and warrants that he is not subject to any restriction or limitation by way of employment or contractual obligation that may impair or limit his performance of the advertising and promotional activities described above, and that Endorser has the express approval of any third party to make the promises and commitments set forth herein, and will advise any future employer of his obligations hereunder.   5. Scheduling:   (a) The Appearances, the Production Day, the Licensed Product launch and related media campaign, the interview of Endorser by MusclePharm, and all advertising and promotional activities requested by MusclePharm and approved by Endorser shall be scheduled by mutual agreement and subject to Endorser's other business activities and commitments occurring during the Term of this Agreement. Endorser's commitments pursuant to this Agreement shall be scheduled so as not to conflict with Endorser's other commitments. Endorser agrees that he will in good faith make every reasonable effort, given his other commitments, to give priority to the fulfillment of his obligations pursuant to this Agreement. The parties shall confer periodically for the purpose of coordinating and scheduling Endorser's advertising and promotional activities and services.   6. Right of Publicity:   (a)  Name and Appearance Rights. As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement. MusclePharm acknowledges that the use of some works may require that MusclePharm obtain a copyright license from third parties.   (b) Promotional Uses. During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (c) Editorial Uses. Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser. For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products. Nothing in this Section 6(c) shall entitle MusclePharm to reduce Endorser's compensation pursuant to Section 7 and Section 8 of this Agreement (including, without limitation, with respect to any renewal Term, if any).   (d) Discretion to Utilize. Except as otherwise provided in this Agreement, MusclePharm may in its sole discretion exercise some or all of the rights granted by Endorser in this Agreement, but MusclePharm shall have no obligation to exercise or use the rights Endorser has granted. If MusclePharm elects to not exercise or use all the rights granted by Endorser, MusclePharm's election shall not be interpreted or construed as a waiver or release of such rights. MusclePharm shall have the rights to use Endorser's Name and Appearance Rights and the Right to Publicize Endorser's Name and Appearance, as provided in this Agreement, unless Endorser and MusclePharm enter into a separate written agreement in which MusclePharm waives or releases some or all of the rights Endorser has granted in this Agreement.   (e) Representations and Warranties. Endorser expressly represents and warrants that he is not subject to any restriction or limitation by way of employment or contractual obligation that may impair or limit the right of publicity granted herein by Endorser, and that Endorser has the express approval of his employer to make the promises and commitments set forth herein.   6A. News Releases and Public Announcements:   Neither party may, without the other party's prior written consent, make any news release or public announcement of the existence or value of this Agreement or its terms and conditions, or in any other manner advertise or publish its value, or its terms and conditions and neither party shall issue any press release or other public announcement which includes the name of the other party without such party's prior written consent, such consent not to be unreasonably withheld or delayed. The parties hereby agree that within four (4) business days after the execution and delivery of this Agreement and within four (4) business days after the launch of the Licensed Products, the parties hereto shall issue a joint press release in form and substance mutually agreeable to the parties hereto. Notwithstanding the foregoing, a party may make any filing of this Agreement or description of this Agreement in a current report on Form 8-K or similar requisite filing with the Securities and Exchange Commission that it believes in good faith and upon a reasonable basis is required by applicable law or any listing or trading agreement concerning its publicly traded securities.   6B. Sample Products for Endorser's Use:   MusclePharm shall provide a reasonable supply of Products, Licensed Products, and Promotional Products for Endorser's personal use and endorsement as contemplated by this Agreement.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  7. Compensation:   (a) Cash:   (i) During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above. For purposes of this Agreement, \"Net Sales\" shall mean MusclePharm's gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts and allowances actually shown on the invoice (except cash discounts, transportation costs and commissions not deductible in the calculation of Royalty) and less any bona fide returns (net of all returns actually made or allowed as supported by credit memoranda actually issued to the customers not to exceed 5% in any reporting cycle), the aggregate of which discounts and allowances shall not exceed 5% in any reporting cycle. No other costs incurred in the manufacturing, selling, advertising, and distribution of the Licensed Products shall be deducted nor shall any deduction be allowed for any uncollectible accounts, allowances or bad debt.   (ii) A Royalty obligation shall accrue upon the sale of the Licensed Products regardless of the time of collection by MusclePharm. For purposes of this Agreement, Licensed Products shall be considered \"sold\" upon the date when such Licensed Products are billed, invoiced, shipped, or paid for, whichever event occurs first.   (iii) If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.   (iv) All payments due hereunder shall be made in United States currency drawn on a United States bank, unless otherwise specified between the parties.   (v) During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period. Each such royalty payment shall include an itemized statement showing the nature and source of such royalties, including (i) the number of units of Licensed Products sold (by country and customer); (ii) the total number of units returned for which credit was given and the total dollar amount of such credits, and (iii) the total gross sales and the total royalties due with respect to such gross sales, and each itemized statement shall be certified by a duly authorized officer of MusclePharm. Such statements shall be in the form attached hereto as Exhibit \"B\" and furnished to Lender whether or not any Licensed Products were sold during the Royalty Period.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (vi) MusclePharm will send all statements and payments, including all royalties, to the Lender to the address set forth in Section 20 below. MusclePharm will make all payments payable to the Lender.   (vii) Receipt or acceptance by Lender (or its authorized representative) of a royalty statement or receipt or acceptance of any accompanying royalty payment shall not prevent Lender from at any time within three years after the Term of this Agreement questioning the validity or accuracy of such royalty statement or payment.   (viii) MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.   Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto.   8. Stock:   (a) Within three (3) days of the execution and delivery of this Agreement and prior to any news release or public disclosure of the existence of this Agreement, its terms and conditions, or the relationship of the parties hereto, whether pursuant to a press release, a current report on Form 8-K or other filing with the Securities and Exchange Commission or otherwise (the \"Issuance Date\"), MusclePharm shall issue Lender 780,000 shares of MusclePharm's restricted stock (the \"Compensation Shares\"), for services performed and to be performed pursuant to this Agreement. All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares. MusclePharm agrees that (i) with respect to the Compensation Shares, Lender shall be entitled to all rights and benefits under the registration rights agreement, dated as of March 28, 2013 (the \"Registration Rights Agreement\"), by and among MusclePharm and the investors party thereto as if it were an investor party thereto, mutatis mutandis. MusclePharm shall promptly file (and in no event later than August 14, 2013) a registration statement on Form S-1 pursuant to the Securities Act (as defined below) (the \"Registration Statement\") with the SEC and will include therein the offering of all of the Compensation Shares and no other securities of the Company. MusclePharm agrees that if the SEC shall issue comments on the Registration Statement, MusclePharm shall in good faith respond to such comments as soon as practicable. MusclePharm will cause the Registration Statement to be declared effective as promptly as practicable.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) MusclePharm and Lender agree that, for purposes of determining the taxable income of Lender and the tax expense, deduction or other corresponding charge of MusclePharm, in each case in connection with the issuance of the Compensation Shares in accordance with this Section 8, the fair market value of the Compensation Shares shall be the amount set forth in any third-party valuation report delivered by Lender to MusclePharm within forty-five (45) days following the Issuance Date. MusclePharm will promptly provide all information reasonably requested by Lender and/or its valuation firm in connection with the preparation and delivery of such report. MusclePharm shall not take any position for tax purposes inconsistent with such fair market value as so determined without the consent of Lender; provided, however, that nothing herein shall preclude MusclePharm from utilizing a different method of calculating the fair market value of the Compensation Shares for financial accounting purposes if MusclePharm's Chief Financial Officer, audit committee and independent auditors shall determine in good faith that such alternative calculation of the fair market value of the Compensation Shares is required under generally accepted accounting principles in the United States.   (c) In connection with the issuance of the Compensation Shares, but without limitation of Section 8(a) or the other terms and conditions in this Agreement, Lender hereby makes the following representations to MusclePharm regarding the Compensation Shares:   (i) Lender understands that, as of the date hereof, none of the Compensation Shares have been registered under the Securities Act of 1933, as amended (\"Securities Act\"), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Lender's representations as expressed herein. Lender is acquiring all of the Compensation Shares for its own account, not as a nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.   (ii) Lender understands that all of the Compensation Shares will constitute \"restricted securities\" under the federal securities laws, inasmuch as it is being acquired from MusclePharm or such other company in one or more transactions not involving a public offering and that under such laws the Compensation Shares may not be resold without registration under the Securities Act or an exemption therefrom. The certificates representing the Compensation Shares will be endorsed with a legend to such effect. Lender has been informed and understands that (i) there are substantial restrictions on the transferability of the Compensation Shares, and (ii) no federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation nor endorsement, of the Compensation Shares.   (iii)  Lender, or Lender's business and financial advisors, have substantial experience in evaluating and investing in private transactions of securities in companies similar to MusclePharm and such other company and Lender acknowledges that it can protect its own interests. Lender, or such advisors, have such knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of its acceptance of all of the Compensation Shares of MusclePharm as compensation or otherwise.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (iv) Lender is an \"accredited investor\" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.   (v) Lender understands that all books, records, and documents of MusclePharm relating to it have been and remain available for inspection by him or his business and financial advisors upon reasonable notice. Lender confirms that all documents requested have been made available, and that it or such advisors have been supplied with all of the information concerning MusclePharm that has been requested. Lender confirms that it or such advisors have obtained sufficient information, in its and their judgment to evaluate the merits and risks of receipt of the Compensation Shares as compensation or otherwise. Lender confirms that it has had the opportunity to obtain such independent legal and tax advice and financial planning services as it has deemed appropriate prior to making a decision to enter this Agreement. In making each such decision, Lender has relied exclusively upon its experience and judgment, or that of such advisors, upon such independent investigations as it, or they, deemed appropriate, and upon information provided by MusclePharm in writing or found in the books, records, or documents of MusclePharm.   (vi) Lender is aware that the economic ownership of the Compensation Shares is highly speculative and subject to substantial risks. Lender is capable of bearing the high degree of economic risk and burdens of this venture, including, but not limited to, the possibility of a complete loss, the lack of a sustained and orderly public market, and limited transferability of the Compensation Shares, which may make the liquidation thereof impossible for the indefinite future.   (vii) The offer to issue the Compensation Shares as compensation to Lender was directly communicated to Lender or its business or financial advisors by such a manner that it or such advisors were able to ask questions of and receive answers from MusclePharm or a person acting on its behalf concerning this Agreement. At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.   (viii)  None of the following information has ever been represented, guaranteed, or warranted to Lender, expressly or by implication by any broker, MusclePharm, or agent or employee of the foregoing, or by any other person:   (1) The approximate or exact length of time that Lender will be required to remain as a holder of any of the Compensation Shares;   (2) The amount of consideration, profit, or loss to be realized, if any, as a result of owning any of the Compensation Shares; or   (3)  That the past performance or experience of MusclePharm, its officers, directors, associates, agents, affiliates, or employees or any other person will in any way indicate or predict economic results in connection with the plan of operations of MusclePharm or the return on any of the Compensation Shares.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (d) MusclePharm represents, warrants and covenants to Lender that:   (i) It has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) it has acquired all rights necessary to perform this Agreement and exploit the Licensed Products as contemplated herein; (iii) the Licensed Products, any element thereof, or any advertising, promotional or publicity materials supplied by Licensee or third parties hereunder will not contain any language or material which is obscene, libelous, slanderous or defamatory; and (iv) the use of the Licensed Product and the Lender's Name and Appearance rights as contemplated herein will not violate or infringe the copyright, trademark, or other rights of any third party.   (ii) It has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Lender, this Agreement constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms.   (iii) It is duly organized, validly existing and in good standing under the laws of the State of Nevada. It has all requisite power to own its properties and to carry on the business as it is now being conducted and is intended to be conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such license or qualification necessary.   (iv) Neither the execution, delivery nor performance by it of this Agreement does or will (a) violate, conflict with or result in the breach of any provision of its organizational documents, (b) conflict with or violate any law or governmental authorization applicable to it or any of its assets or its business, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment or acceleration of, or result in the creation of any encumbrance on any of its assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, license, permit or franchise to which it is a party or by which any of its assets is bound or affected.   (v)  It has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all the foregoing filed prior to the date hereof and all exhibits included or incorporated by reference therein and financial statements and schedules thereto and documents included or incorporated by reference therein being sometimes hereinafter collectively referred to as the \"SEC Reports\"). As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act applicable to the SEC Reports (as amended or supplemented), and none of the SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (vi) Set forth on Schedule 8(c) attached hereto is a true, complete, and accurate capitalization table of MusclePharm as of the date hereof on a fully diluted basis, taking into account all equity interests of MusclePharm issued or outstanding, or issuable upon conversion or exchange of any security, and any rights, options, or warrants or other agreements to acquire any such equity interests.   9. Termination:   (a) This Agreement may be terminated by MusclePharm only:   (i) In the event Endorser is convicted of a felony.   (ii) In the event Endorser is in material breach or default of this Agreement, then MusclePharm may give written notice to Endorser of its intent to terminate this agreement and in such notice shall set forth in reasonable detail the facts, circumstances or events causing the alleged breach or default (\"Endorser Events of Default\"). The Endorser shall have thirty (30) days' notice in which to cure the Endorser Events of Default to the reasonable and objective satisfaction of Musclepharm. If the Endorser fails, refuses or is unable for any reason to cure the Endorser Events of Default to the reasonable and objective satisfaction of MusclePharm, then MusclePharm may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of such termination notice.   (iii) This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement.   (b) This Agreement may be terminated by the AS Parties only:   (i) In the event MusclePharm shall default under any indebtedness or financial obligations owed by MusclePharm in an amount in excess of $1,000,000 including, without limitation, any failure to pay principal or interest thereon, and such event of default or condition shall continue after any applicable grace period specified in such agreement or instrument, and the effect of such event or condition results in an actual acceleration of the maturity of such indebtedness or obligations; and/or   (ii) If MusclePharm (A) dissolves, liquidates or otherwise terminates its business or operations; (B) shall generally not pay its debts or obligations as the same become due; (C) commences or becomes the subject of any case or proceeding under the bankruptcy, insolvency or equivalent laws of the United States or any other jurisdiction in the Territory which is not dismissed within 45 days; (D) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official which is not dismissed within 45 days; (E) makes an assignment for the benefit of its creditors; or (F) takes corporate action in furtherance of any of the foregoing; and/or\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (iii) If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or   (iv) If the AS Parties reasonably determine (based either on (A) internal MusclePharm information; (B) reports or other credible information produced by established medical or scientific experts; or (C) multiple adverse events reported to MusclePharm or in the media) that any of MusclePharm's products are harmful to the human body or unsafe.   (v)  In the event Musclepharm is in material breach or default of this Agreement, the AS Parties may give written notice to Musclepharm of intent to terminate, and such notice shall set forth in reasonable detail the facts, circumstances or events causing the alleged breach or default (\"MusclePharm Events of Default\"). Musclepharm shall have thirty (30) days' notice in which to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party. If Musclepharm fails, refuses or is unable for any reason to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party, then the the AS Parties may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of the termination notice   (c) Effect of Expiration/Termination: Upon expiration or termination of the Agreement for pursuant to Section 9 herein, Endorser shall have no further obligation to render any services whatsoever. MusclePharm shall have no further right to use the rights granted to MusclePharm hereunder and all such rights (including without limitation the rights to use the Name and Appearance Rights and Trademarks) shall immediately and automatically be revoked and shall terminate and revert to the AS Parties immediately with no \"use-up period\". Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination. In the event of a termination by MusclePharm pursuant to paragraph 9(a)(i)-(ii), Musclepharm shall not be required to pay Endorser any further compensation except for Royalties earned up until such termination date, and provided, however, that if Musclepharm terminates this Agreement because of death, disability, physical injury, or other incapacity of Endorser, if Endorser has performed all services required by this Agreement for a particular Contract Year, then MusclePharm shall continue to be obligated to compensate Lender with the full compensation amount of this Agreement for such Contract Year. Notwithstanding anything contained herein, irrespective of the expiratation or termination of this Agreement, the AS Parties shall always be entitled to retain and shall never be obligated to return any monies paid and/or stock issued to Lender and/or Endorser pursuant to this Agreement. All formulas used in the Licensed Products shall remain the property of MusclePharm, but all rights in any packaging, promotional materials, and websites of the Licensed Products (including, without limitation, pictures, the name, logos and trade dress) and all intellectual property of the AS Parties shall revert back or otherwise be vested in the AS Parties; provided, however, that the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm. The AS Parties shall also have the right to purchase from MusclePharm the Arnold.com domain name for a purchase price equal to MusclePharm's actual cost in acquiring such domain name (in the amount of Twenty Seven Thousand Five Hundred ($27,500) plus interest accruing at an annual rate of five percent (5%) from April 27, 2013 the date of acquisition of such domain name through the date of the sale of such domain name.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  10. Expenses:   In connection with any Appearance or Production Day that Endorser shall be required to specifically travel solely for MusclePharm to make such Appearance or Production Day and shall not already be in such geographic location for another commitment, MusclePharm shall be required to pay the expenses associated with Endorser's travel, lodging, security and other expenses as set forth on Exhibit \"D\" attached hereto.   11. Audit Rights:   (a) The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm. The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom.   (b) MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration. In the event that any shortfalls, inconsistencies or mistakes are discovered, they shall immediately be rectified by MusclePharm at its sole cost and expense.   (c) In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.   (d) MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.   12. Sales and Marketing Plan And AS Product Line and Trademarks:    (a) MusclePharm shall utilize its commercially reasonable efforts to advertise and promote the Licensed Products at its own expense and to sell the Licensed Products through the Distribution Channels worldwide as contemplated herein during the Term and to promote both the goodwill of the Endorser and the market reputation of the Licensed Products. MusclePharm will conduct its activities relating to the marketing of the Licensed Products in a professional manner. In that connection:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) Prior to the execution and delivery of this Agreement with respect to the First Contract Year and at least ninety (90) days prior to the beginning of each Contract Year of the Term, MusclePharm will provide the AS Parties with a detailed marketing plan (the \"Marketing Plan\"). The AS Parties shall be entitled to approve the Marketing Plan, such approval not to be unreasonably withheld or delayed. MusclePharm shall use its commercially reasonable efforts to market and distribute the Licensed Products, and MusclePharm shall allocate between $3,000,000 and $5,000,000 in the First Contract Year and $5,000,000 in each subsequent Contract Year (including any renewal terms if any) toward the marketing of the Licensed Products (the \"Marketing Budget\"); it being understood that the parties may mutually decide not to deploy the full Marketing Budget in any Contract Year if in the good faith determination by the parties that the deployment of the full Marketing Budget is unnecessary to achieve its projected revenue targets in connection with the sale of the Licensed Products. Notwithstanding the foregoing, MusclePharm shall be entitled to re-allocate marketing dollars in its good faith judgment exercisable in its sole discretion from the media forms set forth in the Marketing Plan to promote the Licensed Products in other media forms.   (c) AS Product Line and Trademarks. The parties hereto agree and understand that the AS Product Line will be marketed and promoted as a distinct product line from MusclePharm's overall product lines. Any trademarks and trade dress used as the brand of the AS Product Line shall be owned by the AS Parties (as among them, to be determined among them) and shall be included within the defined term Trademarks as used in this Agreement. Any trademark used as a brand for an individual product in the AS Product Line, as opposed to a brand for the line of products, whether or not is based upon or derived from the Name and Appearance Rights or is independently developed also shall be owned by the AS Parties (as among them, to be determined among them) and as shall be included within the defined term Trademarks as used in this Agreement. Notwithstanding the foregoing, the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm.   13. Quality Control:   (a) MusclePharm acknowledges and agrees that, in order to maintain the goodwill and integrity of the Endorser, the Name and Appearance Rights, and the Trademarks (the \"Endorser IP\"), the Licensed Products shall be of a standard and of such style, appearance and quality as to protect and enhance the goodwill associated with the Endorser IP, which standard the AS Parties may from time to time prescribe and which, in any event, shall be of substantially the same or better quality than the samples previously provided by MusclePharm to Endorser. To this end, MusclePharm will use the approval form attached hereto as Exhibit \"E\" to obtain required approvals under this Agreement (including, ingredients contained in the Licensed Products). Prior to any use of any of the Endorser IP, MusclePharm shall submit to the AS Parties for the AS Parties' prior written approval all artwork, photos, images, writings, advertising campaigns, slogans, claims made and other Name and Appearance Rights associated with the Endorser IP, samples of materials and design of the Licensed Products on which the Endorser IP are to appear and of all advertising, press and promotional literature which MusclePharm intends to use in the marketing or merchandising of the Licensed Products using the submission form in Exhibit \"E\" attached hereto. The AS Parties shall respond to any such approval request within ten (10) business days. To the extent that the AS Parties shall fail to respond within such ten (10 day) period, the submissions shall be deemed disapproved. Should MusclePharm desire to submit the same request for approval, the AS Parties shall respond within five (5) days detailing the reason for disapproval. Should the AS Parties fail to respond in this last Five (5) business day period, submission shall be deemed approved. In addition, MusclePharm shall send, at its expense, at a minimum, two (2) representative samples of each Licensed Products, at each of the concept, pre-production and production stages, to the AS Parties at the address set forth in Section 20 below for prior approval. During the Term, MusclePharm will also send two (2) representative samples of the Licensed Products to the AS Parties at the address set forth in Section 20 below upon request so that the AS Parties can determine whether the quality of the Licensed Products bearing the Endorser IP is being maintained.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.   (c) The Licensed Products shall be of the highest quality and manufactured, produced, sold, distributed and promoted in strict compliance with all applicable laws and regulations, and be of substantially the same or better quality as the samples previously submitted by MusclePharm. MusclePharm shall be responsible for ensuring that the products are properly designed and manufactured for safe use and shall promptly and fairly address and resolve all consumer complaints and warranty claims. MusclePharm hereby acknowledges that the AS Parties are not competent to determine whether the products are safe for sale and/or distribution to the public at large. Accordingly, the AS Parties' approval rights relate to aspects of quality and not to a determination of the safety of the products and any approvals given by the AS Parties of the products shall in no way detract from the MusclePharm's obligations hereunder.   (d) The License Products will be doctor-formulated and clinically tested at Stanford University or North Carolina University or another university mutually acceptable to the parties hereto to prove the effectiveness of the Licensed Products. All Licensed Products will be tested by Informed Choice or another independent testing laboratory mutually acceptable to the parties hereto to be certified \"Banned Substance Free\" for athletes.   (e) Manufacturers will comply with the requirements set forth in this Section 13(e):   (i) MusclePharm and the manufacturers will not use child labor (not including child actors or models) in the manufacturing, packaging, marketing, advertising, or distribution of the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (ii)  MusclePharm and the manufacturers will only employ persons whose presence is voluntary. MusclePharm and the manufacturers will not use any forced or involuntary labor.   (iii) MusclePharm and the manufacturers will treat each employee with dignity and respect, and will not use corporal punishment, threats of violence, abuse, or other forms of physical, sexual, psychological, or verbal harassment.   (iv) MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices.   (v) MusclePharm and the manufacturers will, at a minimum, materially comply with all applicable wage and hour laws, rules, regulations, and industry standards. MusclePharm and the manufacturers agree that, where local industry standards are higher than applicable legal requirements, MusclePharm and manufacturer will meet the higher local standards.   (vi) MusclePharm and the manufacturers will materially comply with all applicable workplace laws, rules, regulations, and industry standards, ensuring, at a minimum, reasonable access to potable water and sanitary facilities, fire safety, and adequate lighting and ventilation.   (vii) MusclePharm and the manufacturers will respect the rights of employees to associate, organize, and bargain collectively in a lawful and peaceful manner, without penalty or interference.   (viii) MusclePharm and the manufacturers will materially comply with all applicable environmental laws, rules, regulations, and industry standards.   (ix)  If MusclePharm becomes aware that any manufacturer has used or is using Endorser IP for any unauthorized purpose, MusclePharm, will immediately notify the AS Parties and, if so instructed by the AS Parties, will cause such manufacturer to cease such use immediately.   (f) Unless the AS Parties expressly agree in advance and in writing otherwise, all Licensed Products shall be manufactured within the fifty states of the United States of America and in no other locations.   13A. Ownership and Registration of Trademarks and Name and Appearance Rights:   (a) During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.   (b) During the Term and after expiration or termination of this Agreement, MusclePharm shall not use any trademark which so substantially resembles any of the Trademarks or Name and Appearance Rights as to be likely to deceive or cause confusion or mistake or which might amount to passing-off; provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (c) MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties.   (d) MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights.   (e) MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them). MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties. All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.   (f) Injunctive Relief. MusclePharm acknowledges that the unauthorized use of the Name and Appearance Rights and Trademarks will result in immediate and irreparable damages to the AS Parties and that the AS Parties would have no adequate remedy at law for such authorized use. MusclePharm further agrees that in the event of any unauthorized use of the Name and Appearance Rights and/or the Trademarks, the AS Parties, in addition to all other remedies available to them hereunder, shall be entitled to injunctive relief against any such unauthorized use as well as such other relief as any court with jurisdiction may deem just and proper.   (g) Registration. If the AS Parties decide in their sole discretion after consulting with MusclePharm to register the Trademarks and/or Name And Appearance Rights as a trademark for the Licensed Products and/or any Promotional Products or to register the copyrights in any works based upon the Trademarks and/or the Name And Appearance Rights, MusclePharm will cooperate to provide information, samples, and documents as reasonably requested by the AS Parties to enable the AS Parties to comply with the application, registration, license recordal, and other requirements of any applicable jurisdictions. If the AS Parties decide to register Trademarks and/or Name And Appearance Rights as a trademark for the Licensed Products, MusclePharm will reimburse the AS Parties for any reasonable expenses incurred in registering in the United States and Canada and such other countries as the parties shall mutually agree upon.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  14. Independent Contractor:   It is expressly agreed that Endorser is acting as an independent contractor in performing his services hereunder. MusclePharm shall carry no worker's compensation insurance or any health, accident or disability insurance to cover Endorser. MusclePharm shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits that might be expected in an employer-employee relationship. Endorser shall be solely responsible and liable for reporting and paying all federal and state income or other taxes applicable to the Endorser's compensation under this Agreement and MusclePharm will provide Lender with an IRS Form 1099 at the end of each calendar year in which compensation is paid to Lender. It is further understood and expressly agreed by Endorser that he has no right or authority to incur expenses, obligations or liabilities in the name of or binding on MusclePharm, and he shall not represent to third parties that he has any relationship (e.g., employer-employee or principal-agent) with MusclePharm other than the independent contractor arrangement set forth in this Agreement.   15. Indemnification.   (a) By the AS Parties. The AS Parties will at all times indemnify and hold MusclePharm and its agents and licensees harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable outside attorneys' fees), arising out of any breach by the AS Parties of any warranty or agreement made by the AS Parties hereunder. In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.   (b) By MusclePharm. MusclePharm agrees to protect, indemnify, save, defend, and hold harmless the AS Parties, their related companies, affiliates, and partners, and each of their assigns, agents, representatives, officers, directors, shareholders, and employees from and against any and all expenses, damages, liabilities, claims, suits, actions, judgments, costs and expenses whatsoever (including reasonable attorney's fees; both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), caused by, arising out of, or in any way connected with (i) any injury, death, or other harm or claim connected with, or claimed defect in, Products or Licensed Products provided, manufactured, produced, marketed, promoted, sold, and/or distributed by MusclePharm (including any party affiliated with MusclePharm); (ii) any material inaccuracy or misrepresentation by MusclePharm in this Agreement; (iii) any advertisement and/or promotion of MusclePharm, its Products, or Licensed Products, including but not limited to any use of the materials produced pursuant to this Agreement, as well as MusclePharm's advertising/promotion campaign described above in this Agreement and/or (iv) any breach of this Agreement and/or in connection with this Agreement. No settlement will be entered into by the AS Parties without MusclePharm's prior written approval.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  16. Exclusivity; Non-Competition:   (a) During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof.   (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.   (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.   17. [RESERVED.]   18. Assignment:   The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void. Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  19. Modification of Agreement:   The parties may modify this Agreement hereto only by a written supplemental agreement executed by both parties.   20. Notice:   Any notice required or permitted to be given hereunder shall be sufficient if given in writing, and sent by registered or certified mail, postage prepaid, or by courier such as FedEx, addressed as follows:   If to MusclePharm:   MusclePharm Attn: Brad Pyatt; CEO 4721 Ironton Street Denver, CO 80237   With a copy to:   Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006 Attn: Harvey J. Kesner, Esq. Edward H. Schauder, Esq   If to the AS Parties:   Arnold Schwarzenegger c/o Main Street Advisors, Inc. 3110 Main Street, Suite #310 Santa Monica, CA 90405   Marine MP, LLC 3110 Main Street, Suite #300 Santa Monica, CA 90405 ATTN: Arnold Schwarzenegger   Fitness Publications, Inc. 3110 Main Street, Suite #300 Santa Monica, CA 90405 ATTN: Arnold Schwarzenegger\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  With a copies to:   Main Street Advisors 3110 Main Street, Suite 310 Santa Monica, CA 90405 Attn: Paul Wachter & Alex Cohen   and   Bloom Hergott Diemer Rosenthal LaViolette Feldman Schenkman & Goodman, LLP 150 South Rodeo Drive, 3rd Floor Beverly Hills, CA 90212 Attn: Patrick M. Knapp, Esq.   and   Loeb & Loeb LLP 10100 Santa Monica Blvd., Suite 2200 Los Angeles, Ca 90067 Attn: David W. Grace   or to such other address as the parties hereto may specify, in writing, from time to time. Written notice given as provided in this Section shall be deemed received by the other party two business days after the date the mail is stamped registered or certified and deposited in the mail, or deposited with courier.   21. Governing Law:   This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California. The exclusive venue for any proceeding to interpret, construe or enforce this Agreement in accordance with Section 22 below shall be Los Angeles County, California.   22. Dispute Resolution and Attorneys' Fees:   (a) Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles County before an arbitrator who is a retired U.S. District Court judge. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement. Nothing in this agreement clause shall preclude parties from seeking provisional or injunctive relief remedies in aid of arbitration from a court of appropriate jurisdiction.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.   23. Binding Effect:   This Agreement when signed by the parties shall be binding upon the parties, and their respective heirs, successors or legal representatives.   24. Representations, Warranties and Covenants:   (a) The AS Parties represent and warrant that (i) they hold all such rights, title, and interest in his Name and Appearance Rights as are required to permit them to enter into this Agreement; (ii) they have the full right, power and authority to enter into this Agreement; (iii) they have not authorized any third party to create products similar to the AS Product Line, and (iv) they do not own any equity interest in any companies that produce nutrition and/or supplement products. MusclePharm expressly acknowledges that the AS Parties have not ascertained the worldwide availability of the Name and Appearance Rights and related Trademarks for use as trademarks on the Licensed Products or whether such use would infringe the rights of any other entities. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE AS PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS. IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.   (b) MusclePharm represents, warrants and covenants that (i) it has the full right, power and authority to enter into this Agreement; (ii) it has acquired all rights necessary to perform this Agreement and exploit the Licensed Products as contemplated herein; (iii) the Licensed Products, any element thereof, or any advertising, promotional or publicity materials supplied by Licensee or third parties hereunder will not contain any language or material which is obscene, libelous, slanderous or defamatory; (iv) the use of the Licensed Product and the Name and Appearance Rights as contemplated herein will not violate or infringe the copyright, trademark, or other rights of any third party; (v) the Products and Licensed Products will comply in all material respects with all applicable laws and regulations and will be safe for human consumption.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  25. Payments:   All cash payments shall be made via wire transfer to the Lender to an account provided by Lender or his representative.   26. Confidentiality:   The parties acknowledge that during the course of this Agreement the parties will provide to each other certain proprietary and confidential information that is held and maintained confidentially by each party. Each party shall be entitled to share such confidential information received by such party only with such party's representatives, legal and accounting advisors who shall agree to be bound by the confidentiality obligations set forth in this Section 26. During the term of this Agreement and for three (3) years thereafter, each party shall hold in strict confidence all such information. This obligation shall not apply to any information which: (a) becomes known to the general public through no fault of either party; (b) is required to be disclosed in the enforcement of rights hereunder, or (c) is required to be disclosed by any state or federal statue, regulation or court order.   27. Insurance:   MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds. Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof. The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser. MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  28. Entire Agreement:   This Agreement contains the entire contract of the parties with respect to the subject matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof. The language in all parts of this Agreement shall in every case be construed simply according to its fair meaning.   29. Infringement:   (a) The AS Parties shall have the exclusive right, but not the obligation, to prosecute, defend, and/or settle at their own cost and expense and in their sole discretion, all actions, proceedings and claims involving an infringement of the Name and Appearance Rights or Trademarks and to take any other action that they deem proper or necessary in their sole discretion for the protection and preservation of such rights. In their sole option, the AS Parties may take any action described above in one or more of their own names and MusclePharm will cooperate fully therewith. MusclePharm shall have the exclusive right, but not the obligation, to prosecute, defend and/or settle at its own cost and expense and in its sole discretion, all actions, proceedings and claims involving an infringement of the MusclePharm trade name, trademarks, and logo even if the matter involves the Licensed Products and to take any other action that its deem proper or necessary in its sole discretion for the protection and preservation of such rights. In its sole option, MusclePharm may take any action described above in its own name and the AS Parties will cooperate fully therewith if the matter involves the Licensed Products. All expenses of any action taken by a party hereto as contemplated above shall be borne by such party, and all relief granted in connection therewith shall be solely for the account of such party. A party hereto will not claim or reserve any rights against the other party as the result of any such action contemplated above.   (b) Each party shall notify the other party promptly of any adverse, pending or threatened action in respect of an infringement of the Name and Appearance Rights or Trademarks or any infringement of the Licensed Products, as the case may be, and of any use by third parties that would or might tend to be adverse to the rights of the parties hereto, as applicable.     * * * THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. * * *\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California, regardless of where the Agreement is executed by the parties.   MusclePharm Corporation   By: /s/Brad Pyatt     Name: Brad Pyatt     Title:CEO     Dated: July 26, 2013   Marine MP, LLC   By: /s/ Paul Wachter     Name: Paul Wachter     Title: Manager     Dated: July 26, 2013   By: /s/Arnold Schwarzenegger     Arnold Schwarzenegger     Dated: July 26, 2013   Fitness Publications, Inc.   By: /s/Arnold Schwarzenegger     Name:     Title:     Dated: July 26, 2013\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  EXHIBIT A   PROMOTIONAL PRODUCTS   Promotional Products shall include the following products: \u00b7 T-Shirts; \u00b7 Golf Shirts; \u00b7 Hats; \u00b7 Visors; \u00b7 Wristbands and Headbands; and \u00b7 Shakers.   Each and every of the foregoing Promotional Products must be specifically approved in advance and in writing by the AS Parties and shall always prominently include the MusclePharm logo or images of the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"B\" Royalty Statement   Company Name:MusclePharm Corporation   Licensee Address:4721 Ironton Street, Unit A, Denver, Colorado 80239   For Quarter Ending:____________________\n\nCustomer Name\n\n  Item/SKU Number or Description\n\n  Invoice Price\n\n  No. Units Sold\n\n  Sales Invoice\n\n  Less Returns\n\n  Net Sales\n\n  Royalty Percentage\n\n  Royalty Amount   Total Royalty Earned This Quarter:   $            Total Earned Royalty To Date (This Contract Year):   $            TOTAL   $            Less Paid and Un-Recouped Minimum Guarantee:   $ ([ ])          Balance Due From the Company and Payable This Quarter:   $     I hereby certify that the above is accurate and complete.             Signature   Date           Title               Printed Name       Submit to:           Name:     Email:     Tel:     Date Received:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"C\"   Section (1)   Guaranteed Minimum Royalty during the initial Term:   Contract Year   Minimum Royalty   Timing of Payment One   $1,500,000   $500,000 payment due on the following dates: July 23, 2013; October 1, 2013; February 1, 2014 Two   $2,000,000   $666,666.66 payment due on the following dates: July 23, 2014; October 1, 2014; February 1, 2015 Three   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2015; October 1, 2015; February 1, 2016\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Section (2)   Guaranteed Minimum Royalty during the First Additional Term:   In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Four   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Section (3)   Guaranteed Minimum Royalty during the Second Additional Term:   In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Seven   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2019; October 1, 2019; February 1, 2020 Eight   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2020; October 1, 2020; February 1, 2021 Nine   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2021; October 1, 2021; February 1, 2022\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"D\"   Endorser Expenses   MusclePharm shall be responsible for the following expenses: \u00b7 Exclusive private jet transportation (Netjets, or as otherwise indicated by Endorser) to be arranged through M. Paul Wachter or Alex Cohen; \u00b7 A first class suite at a hotel of Endorser's choice; \u00b7 A security detail; and \u00b7 A reasonable per diem expense allowance while Endorser is on location.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"E\" Approval Request Response   Tracking Number: _____________________   CONCEPT: ________________________________ Date: __________________   Approved. Supply pre-production sample as soon as available for approval.   Not approved, pending changes indicated. Re-submit concept sample for approval.   Not approved.   PRE-PRODUCTION SAMPLE: _____________________ Date: _____________   Approved. Supply production sample as soon as available for approval.   Not approved, pending changes indicated. Re-submit pre-production sample for approval.   Not approved.   PRODUCTION SAMPLE: _______________________ Date: ______________   Approved. Supply production sample for Arnold Schwarzenegger's records.   Approved with changes for next production run - please re-submit.   Not approved, pending changes indicated. Re-submit production sample for approval.   Not approved. Cease all manufacture, sale, display, marketing, and distribution.   COMMENTS:       Signature:     Title:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017

data/questions.txt

@@ -0,0 +1,41 @@
+Question 1: Highlight the parts (if any) of this contract related to "Document Name" that should be reviewed by a lawyer. Details: The name of the contract
+Question 2: 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
+Question 3: Highlight the parts (if any) of this contract related to "Agreement Date" that should be reviewed by a lawyer. Details: The date of the contract
+Question 4: Highlight the parts (if any) of this contract related to "Effective Date" that should be reviewed by a lawyer. Details: The date when the contract is effective 
+Question 5: Highlight the parts (if any) of this contract related to "Expiration Date" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?
+Question 6: Highlight the parts (if any) of this contract related to "Renewal Term" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.
+Question 7: Highlight the parts (if any) of this contract related to "Notice Period To Terminate Renewal" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?
+Question 8: Highlight the parts (if any) of this contract related to "Governing Law" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?
+Question 9: Highlight the parts (if any) of this contract related to "Most Favored Nation" that should be reviewed by a lawyer. Details: 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?
+Question 10: Highlight the parts (if any) of this contract related to "Non-Compete" that should be reviewed by a lawyer. Details: 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? 
+Question 11: Highlight the parts (if any) of this contract related to "Exclusivity" that should be reviewed by a lawyer. Details: 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).
+Question 12: Highlight the parts (if any) of this contract related to "No-Solicit Of Customers" that should be reviewed by a lawyer. Details: 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)?
+Question 13: Highlight the parts (if any) of this contract related to "Competitive Restriction Exception" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.
+Question 14: Highlight the parts (if any) of this contract related to "No-Solicit Of Employees" that should be reviewed by a lawyer. Details: 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)?
+Question 15: 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?
+Question 16: Highlight the parts (if any) of this contract related to "Termination For Convenience" that should be reviewed by a lawyer. Details: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
+Question 17: Highlight the parts (if any) of this contract related to "Rofr/Rofo/Rofn" that should be reviewed by a lawyer. Details: 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?
+Question 18: Highlight the parts (if any) of this contract related to "Change Of Control" that should be reviewed by a lawyer. Details: 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?
+Question 19: Highlight the parts (if any) of this contract related to "Anti-Assignment" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
+Question 20: 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?
+Question 21: Highlight the parts (if any) of this contract related to "Price Restrictions" that should be reviewed by a lawyer. Details: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
+Question 22: Highlight the parts (if any) of this contract related to "Minimum Commitment" that should be reviewed by a lawyer. Details: 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?
+Question 23: Highlight the parts (if any) of this contract related to "Volume Restriction" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
+Question 24: Highlight the parts (if any) of this contract related to "Ip Ownership Assignment" that should be reviewed by a lawyer. Details: 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?
+Question 25: Highlight the parts (if any) of this contract related to "Joint Ip Ownership" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
+Question 26: Highlight the parts (if any) of this contract related to "License Grant" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?
+Question 27: Highlight the parts (if any) of this contract related to "Non-Transferable License" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?
+Question 28: Highlight the parts (if any) of this contract related to "Affiliate License-Licensor" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? 
+Question 29: Highlight the parts (if any) of this contract related to "Affiliate License-Licensee" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
+Question 30: Highlight the parts (if any) of this contract related to "Unlimited/All-You-Can-Eat-License" that should be reviewed by a lawyer. Details: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
+Question 31: Highlight the parts (if any) of this contract related to "Irrevocable Or Perpetual License" that should be reviewed by a lawyer. Details: Does the contract contain a  license grant that is irrevocable or perpetual?
+Question 32: Highlight the parts (if any) of this contract related to "Source Code Escrow" that should be reviewed by a lawyer. Details: 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.)?
+Question 33: Highlight the parts (if any) of this contract related to "Post-Termination Services" that should be reviewed by a lawyer. Details: 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?
+Question 34: Highlight the parts (if any) of this contract related to "Audit Rights" that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
+Question 35: Highlight the parts (if any) of this contract related to "Uncapped Liability" that should be reviewed by a lawyer. Details: 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.
+Question 36: Highlight the parts (if any) of this contract related to "Cap On Liability" that should be reviewed by a lawyer. Details: 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.
+Question 37: Highlight the parts (if any) of this contract related to "Liquidated Damages" that should be reviewed by a lawyer. Details: 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)?
+Question 38: Highlight the parts (if any) of this contract related to "Warranty Duration" that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
+Question 39: Highlight the parts (if any) of this contract related to "Insurance" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
+Question 40: Highlight the parts (if any) of this contract related to "Covenant Not To Sue" that should be reviewed by a lawyer. Details: 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?
+Question 41: Highlight the parts (if any) of this contract related to "Third Party Beneficiary" that should be reviewed by a lawyer. Details: 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?

predict.py

@@ -0,0 +1,126 @@
+import torch
+import time
+from torch.utils.data import DataLoader, RandomSampler, SequentialSampler
+from multiprocessing import cpu_count
+
+from transformers import (
+    AutoConfig,
+    AutoModelForQuestionAnswering,
+    AutoTokenizer,
+    squad_convert_examples_to_features
+)
+
+from transformers.data.processors.squad import SquadResult, SquadV2Processor, SquadExample
+from transformers.data.metrics.squad_metrics import compute_predictions_logits
+
+def run_prediction(question_texts, context_text, model_path, n_best_size=1):
+    ### Setting hyperparameters
+    max_seq_length = 512
+    doc_stride = 256
+    n_best_size = n_best_size
+    max_query_length = 64
+    max_answer_length = 512
+    do_lower_case = False
+    null_score_diff_threshold = 0.0
+
+    def to_list(tensor):
+        return tensor.detach().cpu().tolist()
+
+    config_class, model_class, tokenizer_class = (AutoConfig, AutoModelForQuestionAnswering, AutoTokenizer)
+    config = config_class.from_pretrained(model_path)
+    tokenizer = tokenizer_class.from_pretrained(model_path, do_lower_case=True, use_fast=False)
+    model = model_class.from_pretrained(model_path, config=config)
+
+    device = torch.device("cuda" if torch.cuda.is_available() else "cpu")
+    model.to(device)
+
+    processor = SquadV2Processor()
+    examples = []
+
+    timer = time.time()
+    for i, question_text in enumerate(question_texts):
+        
+        example = SquadExample(
+            qas_id=str(i),
+            question_text=question_text,
+            context_text=context_text,
+            answer_text=None,
+            start_position_character=None,
+            title="Predict",
+            answers=None,
+        )
+
+        examples.append(example)
+    print(f'Created Squad Examples in {time.time()-timer} seconds')
+
+    print(f'Number of CPUs: {cpu_count()}')
+    timer = time.time()
+    features, dataset = squad_convert_examples_to_features(
+        examples=examples,
+        tokenizer=tokenizer,
+        max_seq_length=max_seq_length,
+        doc_stride=doc_stride,
+        max_query_length=max_query_length,
+        is_training=False,
+        return_dataset="pt",
+        threads=cpu_count(),
+    )
+    print(f'Converted Examples to Features in {time.time()-timer} seconds')
+
+    eval_sampler = SequentialSampler(dataset)
+    eval_dataloader = DataLoader(dataset, sampler=eval_sampler, batch_size=10)
+
+    all_results = []
+
+    timer = time.time()
+    for batch in eval_dataloader:
+        model.eval()
+        batch = tuple(t.to(device) for t in batch)
+
+        with torch.no_grad():
+            inputs = {
+                "input_ids": batch[0],
+                "attention_mask": batch[1],
+                "token_type_ids": batch[2],
+            }
+
+            example_indices = batch[3]
+
+            outputs = model(**inputs)
+
+            for i, example_index in enumerate(example_indices):
+                eval_feature = features[example_index.item()]
+                unique_id = int(eval_feature.unique_id)
+
+                output = [to_list(output[i]) for output in outputs.to_tuple()]
+
+                start_logits, end_logits = output
+                result = SquadResult(unique_id, start_logits, end_logits)
+                all_results.append(result)
+    print(f'Model predictions completed in {time.time()-timer} seconds') 
+
+    print(all_results)
+
+    output_nbest_file = None
+    if n_best_size > 1:
+        output_nbest_file = "nbest.json"
+
+    timer = time.time()
+    final_predictions = compute_predictions_logits(
+        all_examples=examples,
+        all_features=features,
+        all_results=all_results,
+        n_best_size=n_best_size,
+        max_answer_length=max_answer_length,
+        do_lower_case=do_lower_case,
+        output_prediction_file=None,
+        output_nbest_file=output_nbest_file,
+        output_null_log_odds_file=None,
+        verbose_logging=False,
+        version_2_with_negative=True,
+        null_score_diff_threshold=null_score_diff_threshold,
+        tokenizer=tokenizer
+    )
+    print(f'Logits converted to predictions in {time.time()-timer} seconds')
+
+    return final_predictions

requirements.txt

@@ -0,0 +1,5 @@
+boto3
+torch
+streamlit
+transformers
+PyPDF4