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{
"from": "human",
"value": "In this task, you are given an ambiguous question/query (which can be answered in more than one way) and a clarification statement to understand the query more precisely. Your task to classify that if the given clarification accurately clarifies the given query or not and based on that provide 'Yes' or 'No'.\n\n[Q]: Query: What are the best recepies for grilling \n Clarification: do you need to book a dj for an event\n[A]: No\n\n\n[Q]: Query: Tell me about Bowflex Power Pro. \n Clarification: do you need directions to culpeper national cemetery\n[A]: No\n\n\n[Q]: Query: I'm looking for information on Rick Warren. \n Clarification: would you like to find retirement financial advisors\n[A]:"
},
{
"from": "gpt",
"value": "No\n\n\n"
}
] |
[
{
"from": "human",
"value": "Instructions: In this task, you are given a hypothesis and an update. The hypothesis sentence is a statement that speaks of a socially normative behavior. In other words, it is a generalizing statement about how we expect people to behave in society. The update provides additional contexts about the situation that might UNDERMINE or SUPPORT the generalization. An undermining context provides a situation that weakens the hypothesis. A supporting context provides a situation that strengthens the generalization. Your task is to output 'strengthener' or 'weakener' if the update supports or undermines the hypothesis, respectively\nInput: Hypothesis: You shouldn't spite your partner.\nUpdate: You're getting ready to break up with them.\nOutput:"
},
{
"from": "gpt",
"value": "weakener"
}
] |
[
{
"from": "human",
"value": "Teacher: In this task, five ordered key facts are given. All the given facts are expressed in natural language. Your job is to generate a story 100 to 1000 words long, that includes all the facts given as input in their order of appearance while expanding upon them to produce a broader, yet coherent, narrative.\nTeacher: Now, understand the problem? If you are still confused, see the following example:\nFact1: Ning returns to home village, Fact2: home village has fallen on desperate times, Fact3: rebel sisters and Moon After discover Elder Chu's pendant short skirmish, Fact4: father is being transported to place of execution, Fact5: Imperial High Monk Before arrives with entourage long\nSolution: Following the events of the first film, Ning (Leslie Cheung) parts ways with the Taoist Yin (Wu Ma) and returns to his home village, which has since fallen on desperate times. Fleeing from cannibals, Ning winds up being imprisoned. Sharing a cell with Elder Chu, a renowned scholar, Ning spends apparent months languishing in prison. On the day of Ning's execution, the scholar reveals that he has dug out an escape tunnel. He gives Ning one of his books and a pendant, and sends Ning through the tunnel. Ning obliviously steals the horse of Autumn (Jacky Cheung), a Taoist sectarian. When Ning stops for the night in an abandoned villa, Autumn catches up and the two sort out the misunderstanding. But in the middle of the night, rebel soldiers attack the two visitors. After a short skirmish, the rebel sisters Windy (Joey Wong) and Moon (Michelle Reis) discover Elder Chu's pendant. While Ning mistakes Windy for his love Siu Sin, whom she resembles, the rebels mistake Ning for the Elder Chu. The sisters explain that their father, Lord Fu (Lau Siu-Ming), was framed for a crime and is now being transported to the place of his execution. The rebels' mission is to free him. They set off and leave Ning and Autumn at the villa. The next night, the two discover that the villa actually is haunted by a demon. Autumn manages to injure it, but it flees. He gives pursuit, but without success. He emerges at daybreak on a dirt road, causing an altercation with an imperial convoy led by Fu (Waise Lee). Fu and Autumn battle to a stalemate, and then go their separate ways. Unbeknownst to Autumn, the convoy is the one carrying the sisters' father. Having failed to catch the convoy earlier, the rebels return to the haunted villa, waiting to ambush the convoy there. As the convoy enters, however, the demon returns as well. Maneuvering Fu into fighting the demon, the rebels are able to rescue the sisters' father. Before long, however, the Imperial High Monk arrives with his entourage. He incapacitates the rebels with a spell, which Autumn recognizes as an evil chant. Ning and Windy escape to seek the help of Yin, while Lord Fu, Autumn and Moon are captured by the monk. The captives are brought back to the High Monk's palace. Now suspicious, Fu enters the palace only to find the hollow corpses of the entire royal court inside. Recognizing that the monk is in reality a demon, Fu frees the captives and fights valiantly by himself to allow them time to recover. Lacking spiritual magic, however, Fu is not able to overcome the demon and is destroyed. Just then, Yin and the others arrive. The demon is forced to reveal its true form, a gigantic thousand-year-old centipede. Yin and Autumn are swallowed by the creature, and they separate their souls from their bodies in order to destroy it from the inside. Autumn, however, is not able to return to his body, and his soul floats away. The next day is the marriage of Windy to the Ma family. Ning runs down from his inn to the main street and tells Moon that he wishes Windy a long, happy marriage before leaving. In the desert, as Yin and Ning are about to continue their journey, they see two women approach on horseback, which happen to be Windy and Moon. Windy has escaped from her wedding and decides to leave with Ning\nReason: All the given five facts are present in the generated story in the same order that they appear in the input.\n\nNow, solve this instance: Fact1: Bombay after berates team for not listening to him game, Fact2: result is complete makeover both in look and in skill, Fact3: potential of Ducks player Charlie Conway catches Bombay 's eye, Fact4: Conway used when he played with Hawks hockey tactics, Fact5: star player for Hawks be playing for Ducks due to redistricting\nStudent:"
},
{
"from": "gpt",
"value": "Gordon Bombay Emilio Estevez is a successful Minneapolis defense attorney who never loses a case but whose courtroom antics have earned him no respect among his peers. After successfully defending a client resulting in his 30th win, Bombay is called into his bosss office to be congratulated but also chastised for embarrassing the judge. He responds by going out drinking and is subsequently arrested for drunken driving. Bombay is sentenced to community service by coaching the local District 5 PeeWee hockey team. Bombay has an unpleasant history with the sport; in 1973, Bombay was the star player on the Hawks, but, struggling to cope with the loss of his father, he missed a penalty shot during the championship game, disappointing his hypercompetitive coach, Jack Reilly Lane Smith. The Hawks would go on to lose in overtime. When Bombay meets the team, he realizes the children have no practice facility, equipment or ability. The teams first game with Bombay at the helm is against the Hawks. Reilly is still the head coach and remains bitter about Gordons miss years earlier. District 5 is routed as Reilly demands the Hawks run up the score; after the game, Bombay berates the team for not listening to him, and the players challenge his authority. For the next match, Bombay tries to teach his team how to dive and draw penalties, but this angers the team further. Meanwhile, Bombay discovers his old mentor and family friend Hans Joss Ackland, who owns a nearby sporting goods store, was in attendance. While visiting him, Bombay recalls that he quit playing hockey after losing his father four months before the championship game, and due to Reilly blaming Gordon for the loss. Hans encourages him to rekindle his childhood passion. Bombay approaches his boss, the firms cofounder Gerald Ducksworth Josef Sommer to sponsor the team. The result is a complete makeover for the team both in look, as they can now buy professional equipment, and in skill, as Bombay has more time to teach the kids hockey fundamentals. Currently playing as the Ducks named for Ducksworth. They fight to a tie in the next game. The Ducks recruit three new players: Figure skating siblings Tommy Danny Tamberelli and Tammy Duncan Jane Plank and slap shot specialist and enforcer Fulton Reed Elden Henson. The potential of Ducks player Charlie Conway Joshua Jackson catches Bombays eye; he takes him under his wing and teaches him some of the hockey tactics he used when he played with the Hawks. Bombay learns that, due to redistricting, the star player for the Hawks, Adam Banks Vincent Larusso, should be playing for the Ducks. He then threatens Reilly into transferring Banks to the Ducks. After hearing an outofcontext quote about them, the Ducks players lose faith in Bombay and revert to their old habits. Ducksworth makes a deal with Reilly about the Hawks keeping Banks; however, Bombay refuses it, since it would be against fair play, which Ducksworth berated him about when he started his community service. Left with either the choice of letting his team down or get fired from his job, Bombay takes the latter. Bombay manages to win back the trust of his players after they win a crucial match, and Banks, who decided hed rather play for the Ducks than not play hockey at all, proves to be an asset, and the Ducks reach the championship against the Hawks. Despite the Hawks massive attacks taking Banks out of the game, the Ducks manage to tie the game late, and Charlie is tripped by a Hawks player as time expires. In precisely the same situation Bombay faced at the beginning of the film, Charlie prepares for a penalty shot to win the championship. In stark contrast to Reilly who told Bombay that if he missed, he was letting everyone down Bombay tells Charlie that he will believe in him no matter what happens. Inspired, Charlie jukes out the goalie with a tripledeke taught to him by Bombay to defeat the Hawks for the state championship. The Ducks and family race out onto the ice in jubilation, where Bombay thanks Hans for his belief in him and Hans tells Bombay he is proud of him. Later, Bombay boards a bus headed to a minorleague tryout, secured for him by the NHLs Basil McRae of the Minnesota North Stars now the Dallas Stars. Although he seems daunted at the prospect of going up against younger players, he receives the same words of encouragement and advice from the Ducks Bombay had given them, promising he will return next season to defend their title."
}
] |
[
{
"from": "human",
"value": "Q: In this task, you are given a hypothesis and an update. The hypothesis sentence is a statement that speaks of a socially normative behavior. In other words, it is a generalizing statement about how we expect people to behave in society. The update provides additional contexts about the situation that might UNDERMINE or SUPPORT the generalization. An undermining context provides a situation that weakens the hypothesis. A supporting context provides a situation that strengthens the generalization. Your task is to output 'strengthener' or 'weakener' if the update supports or undermines the hypothesis, respectively\nHypothesis: You shouldn't cut your friends off.\nUpdate: they did something behind your back.\nA:"
},
{
"from": "gpt",
"value": "weakener"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: Given a sentence, fill out the missing word with a 'no' or a number (between zero and ten). You should write the numbers with english alphabet, like: four instead of 4.\nProblem:Bacteria come in ____ forms - anaerobic and aerobic.\nSolution:"
},
{
"from": "gpt",
"value": "two"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: Adverse drug reactions are appreciably harmful or unpleasant reactions resulting from an intervention related to the use of medical products, which predicts hazard from future administration and warrants prevention or specific treatment, or alteration of the dosage regimen, or withdrawal of the product. Given medical case reports extracted from MEDLINE, the task is to classify whether the case report mentions the presence of any adverse drug reaction. Classify your answers into non-adverse drug event and adverse drug event.\nProblem:A 64 year old woman with previous history of coronary stenting five days before was admitted in our institution for intracranial bleeding while receiving aspirin and clopidogrel.\nSolution:"
},
{
"from": "gpt",
"value": "adverse drug event"
}
] |
[
{
"from": "human",
"value": "In this task, you are given a sentence and a profession that is mentioned in the sentence. The gender of the person with the given profession can be identified using the gendered pronouns that refer to them in the text. You are expected to identify the gender. Select from female and male.\nQ: Sentence: The manager likes the designer 's product but she refused to allow a purchase.\n Profession: designer\nA: "
},
{
"from": "gpt",
"value": "Female"
}
] |
[
{
"from": "human",
"value": "In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to return the position of all the numerical elements in the given list in order. Assume the position of the 1st element to be 1. Return -1 if no numerical element is in the list.\nQ: ['S', 'J', '2249', 'E', 'P', 'Q', 'V', '5541', 'L', 'N', '2097', 'x', '9553', 'L', 'D', 'c', '7933', 'o']\nA: "
},
{
"from": "gpt",
"value": "3, 8, 11, 13, 17"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task, you are given a abstract of article and corresponding title of an article. Your task is to generate label \"yes\" if title is right for article, otherwise generate \"no\".\nQ: Abstract: Plus-end tracking proteins, such as EB1 and the dynein/dynactin complex, regulate microtubule dynamics. These proteins are thought to stabilize microtubules by forming a plus-end complex at microtubule growing ends with ill-defined mechanisms. Here we report the crystal structure of two plus-end complex components, the carboxy-terminal dimerization domain of EB1 and the microtubule binding (CAP-Gly) domain of the dynactin subunit p150Glued. Each molecule of the EB1 dimer contains two helices forming a conserved four-helix bundle, while also providing p150Glued binding sites in its flexible tail region. Combining crystallography, NMR, and mutational analyses, our studies reveal the critical interacting elements of both EB1 and p150Glued, whose mutation alters microtubule polymerization activity. Moreover, removal of the key flexible tail from EB1 activates microtubule assembly by EB1 alone, suggesting that the flexible tail negatively regulates EB1 activity. We, therefore, propose that EB1 possesses an auto-inhibited conformation, which is relieved by p150Glued as an allosteric activator.. Title: Structural basis for the activation of microtubule assembly by the EB1 and p150Glued complex.\nA:"
},
{
"from": "gpt",
"value": "yes"
}
] |
[
{
"from": "human",
"value": "TASK DEFINITION: This is a paraphrasing task. In this task, you're given a sentence and your task is to generate another sentence which express same meaning as the input using different words.\nPROBLEM: `` nonsense ! '' the lieutenant 's voice was crisp .\n\nSOLUTION: `` no mind ! '' the lieutenant 's voice was resolute .\n\nPROBLEM: maybe it would just be easier to bug his office with a dictaphone .\n\nSOLUTION: maybe it 'll be easier to tap his office with a dictaphone .\n\nPROBLEM: the military did all kinds of things to those boys while they were over there .\n\nSOLUTION:"
},
{
"from": "gpt",
"value": "they did all kinds of things to these guys when they were there .\n\n"
}
] |
[
{
"from": "human",
"value": "In this task you will be given a list of numbers. A list is shown by two brackets and comma-separated numbers inside, like: [1,2,3]. You should remove all of the even numbers from the list. If every number in the input list is even an empty list should be returned. Zero should be counted as an even number.\n\n[85, 23, 102, 113, 192, 64]"
},
{
"from": "gpt",
"value": "[85, 23, 113]"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then an example. Follow the example to solve a new instance of the task.\nThe provided file includes inquiries about restaurants in Italian, and we ask you to translate those to English language. Please bear in mind the following guidelines while doing the translation: 1) We are looking for the most naturally written and formal form of each sentence in your language. We are *NOT* looking for colloquial forms of the sentence. We are looking for formal form which is how you would type your queries in a text-based virtual assistant. 2) The words between quotation marks *SHOULD NOT* be translated. We expect you to keep those values intact and include the quotation marks around them as well. 3) The fully capitalized words like DATE_0, or DURATION_0 *SHOULD NOT* be translated. Please keep them as they are in the translations. 4) Please do not localize measurement units like miles to kilometers during your translation. miles should be translated to its equivalent in your language. 6) Note the input is all lowercased except for fully capitalized special placeholders (e.g. NUMBER, DATE, TIME). Please do the same in your translations.\n\nci sono ristoranti \" italian \" nelle vicinanze con valutazioni di 3 stelle?\nSolution: are there any \" italian \" restaurants nearby with 3 star reviews ?\nWhy? The translation correctly preserves \" italian \" entity and is accurate\n\nNew input: mostrami tutti i ristoranti \" chinese \" con valutazioni di 3 stelle entro un raggio di 1 miglia.\nSolution:"
},
{
"from": "gpt",
"value": "show me all \" chinese \" restaurants with 3 star ratings within 1 miles ."
}
] |
[
{
"from": "human",
"value": "Teacher:In this task, you need to reverse all words of a given length in the sentence. The number of letters in a word determine its length. For example, the length of the word \"apple\" is 5.\nTeacher: Now, understand the problem? Solve this instance: Sentence: 'a large bus is on the street near a stop sign'. Reverse all words of length '6' in the given sentence.\nStudent:"
},
{
"from": "gpt",
"value": "a large bus is on the teerts near a stop sign"
}
] |
[
{
"from": "human",
"value": "In this task you are given a medical question pair hand-generated. Your task is to classify a given post into two categories 1) 'Similar' if the given two questions have a same connotation 2) 'Dissimilar' if the given two questions have a different connotation or meaning.\n\nQ: Sentence1: I am having a dull pain at my esophagus. Been burping a lot too. Feel slightly better if I take omeporazale. What should I do? \n Sentence2: I have been prescribed Omeprazole for pain in the esophagus and burping and it helps me. I want to know if chronic acid reflux can turn into cancer.\n\nA: Dissimilar\n****\nQ: Sentence1: Walked somewhere yesterday in skinny jeans. Left testicle started hurting. Hurts when I touch it. Never happened before. I am very healthy. \n Sentence2: My left testicle has been hurting yesterday since when I walked for a long time. Can standing or walking for a long time cause testicle pain?\n\nA: Similar\n****\nQ: Sentence1: Rcently prescribed Lumigan 0.1% IOP concern about burning in eyes called the Doc and Doc does not take calls. What to do? Next appt in a week? \n Sentence2: What is Lumigan 0.1% used for? Can it cause redness or burning in the eyes?\n\nA:"
},
{
"from": "gpt",
"value": "Dissimilar\n****\n"
}
] |
[
{
"from": "human",
"value": "Part 1. Definition\nIn this task, you need to remove all words of a given length in the sentence. The number of letters in a word determine its length, for example, the length of the word \"apple\" is 5.\nPart 2. Example\nSentence: 'breakfast and a glass of milk is on the table'. Remove all words of length '3' in the given sentence.\nAnswer: breakfast a glass of milk is on table\nExplanation: Words 'and', 'the' are of length 3. So they are correctly removed.\nPart 3. Exercise\nSentence: 'a man looking at cell phone real seriously'. Remove all words of length '4' in the given sentence.\nAnswer:"
},
{
"from": "gpt",
"value": "a man looking at phone seriously"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nIn this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.\n\nEXHIBIT 4.5\n\n MANUFACTURING OUTSOURCING AGREEMENT\n\nThis Manufacturing Outsourcing Agreement (The AGREEMENT) is entered into on January 21st, 2002, by and between Nice Systems Ltd., an Israeli registered corporation no. 52-0036872 having its place of business at 8 Hapnina Street, P.O.B 690, Ra'anana 43107, Israel, (NICE) and Flextronics Israel Ltd., an Israeli registered corporation no. 51-2933045, having its place of business at 1 Hatasiya Str., Ramat Gabriel Industrial Zone, Migdal Haemek 23108, P.O.Box 867, Israel (the CONTRACTOR). NICE and Contractor are collectively referred to as the Parties.\n\nRECITALS\n\nWHEREAS NICE issued a request for information (RFI) version A.2 dated June 17th, 2001 to a number of manufacturers seeking to provide NICE with certain local Manufacturing Outsourcing Services (as defined hereinafter) for the production, testing and delivery in world class quality and capability of NICE' Products, on a turnkey basis, to acquire from NICE inventory related to the operations to be outsourced, and to contract with certain of the contractors performing portions of the remainder of work or to accept assignment of such contracts, all as detailed herein;\n\nWHEREAS the RFI was followed by a request for proposal including a detailed Statement of Work including Exhibits dated 13.8.01 (the RFP);\n\nWHEREAS the Contractor submitted a proposal in response to the RFI and RFP (together the PROPOSAL or the CONTRACTOR'S PROPOSAL);\n\nWHEREAS the bidding process resulted in the selection of Contractor, which represented that it possessed the necessary skills, staffing, experience, resources, and capabilities to provide those certain Manufacturing Outsourcing Services detailed herein in world class quality, capability and manner as set forth herein;\n\nWHEREAS the Parties have completed the pre-contract due diligence, and now wish to contract for the provision of the Manufacturing Outsourcing Services;\n\nNOW THEREFORE, FOR AND IN CONSIDERATION OF THE AGREEMENTS OF THE PARTIES SET FORTH BELOW, NICE AND CONTRACTOR AGREE AS FOLLOWS:\n\nA. DEFINITIONS. The following terms shall have the meanings set forth below:\n\n (i) RFI - shall have the meaning ascribed in the preamble above.\n\n (ii) RFP - shall have the meaning ascribed in the preamble above.\n\n (iii) SOW - Statement of Work document attached to the RFP and forming an integral part thereof including its Exhibits.\n\n (iv) CONTRACTOR'S PROPOSAL or PROPOSAL - shall have the meaning ascribed in the preamble above. It is clarified that for the purpose of Contractor's Proposal in response to the RFI, Contractor hereby declares that such Proposal was valid and correct at the date submitted in all material aspects which are relevant to NICE' decision to choose Contractor as the Manufacturing Outsourcing Services supplier.\n\n (v) PRODUCTS - Digital recording products as defined in APPENDIX A and further detailed in the PDM System, and as shall be amended from time to time by NICE and manufactured by Contractor in accordance herewith.\n\n (vi) MANUFACTURING OUTSOURCING SERVICES - Certain turnkey based purchasing, manufacturing, testing, configuration and delivery services for the Products all as detailed in the Agreement and its Appendices and Exhibits, including but not limited to: purchase of the Product's components which are not supplied by NICE, assembly and production of the Products subject to supervision, control and planning by NICE, execution of Measurements and Procedures, response times, providing infrastructure and resources, allocation of the required manpower, use of the Non Generic Equipment, execution of engineering and integration process, Engineering Changes, integration of NICE Software, implementation of Control and Planning, Engineering Changes and Change Order procedures, packaging requirements, dismantling and disassembly of Products procedure, spare part mechanism, quality control requirements, logistics management including inventory management, adjusting and meeting forecasts, components purchasing procedure, supplies and shipment schedules, issuing orders procedure, preparing export shipments, all of world class quality and capability and as provided herein, on a turnkey basis, and acquisition from NICE of certain inventory related to the operations to be outsourced, and to contract with certain of the contractors supplying components and/or performing portions of the remainder of work or to accept assignment of such contracts, all as detailed herein.\n\n (vii) NICE SOFTWARE - Dedicated software developed by NICE and/or for NICE, in which all Intellectual Property (as defined below) is owned\n\n\n\n\n\n by NICE.\n\n (viii) PERSONNEL - Contractors' employees, subcontractors, subcontractor's employees and any other person acting on behalf of Contractor.\n\n (ix) AFFILIATE - A corporation, partnership or other business entity which controls, is controlled by, or is under common control of a Party. For the purposes hereof, CONTROL shall mean the holding of more than 50% of the voting rights in the entity in question.\n\n 2\n\n (x) CUSTOMER/S - NICE distributors, resellers, VAR's (value added resellers), OEM's and similar business partners and/or end-users, which purchase the Products.\n\n (xi) NICE PROPRIETARY INFORMATION - Any and all data and information disclosed by NICE to the Contractor during the term of this Agreement in any form, whether verbally, in writing or in machine readable form or in magnetic media, relating to the business, manufacturing, know-how, Products, NICE Software, any other products, items, components and affairs of NICE including its Affiliates, and including without limitation - documents, prototypes, samples and the NICE' plants and equipment, Products, certain proprietary and confidential information concerning NICE' past, present and future research, development and business activities and the results therefrom, including but not limited to digital recording solutions, applications and services technology. Proprietary Information may also include information disclosed to NICE by third parties. Proprietary Information shall not include data and information which: (i) was or will be, independently of this Agreement, lawfully in the possession of the Contractor without breach of obligation of secrecy of Contractor to NICE, and/or (ii) was or will be, independently of this Agreement, lawfully in the possession of the Contractor without breach of obligation of secrecy of a third party to NICE, or (iii) was in the public domain or was common knowledge at the time of receipt by the Contractor; or (iv) following its disclosure to the Contractor as the receiving Party, has, through no fault on the part of the Contractor, subsequently become part of the public domain or is common knowledge; or (v) is required to be disclosed by the Contractor to comply with applicable laws or governmental regulations, provided that the Contractor provides prior written notice of such disclosure to NICE and takes reasonable and lawful actions, at NICE' expense, to avoid and/or minimize the extent of such disclosure.\n\n CONTRACTOR'S PROPRIETARY INFORMATION - data and information disclosed by Contractor to NICE during the term of this Agreement in any form, whether verbally, in writing or in machine readable form or in magnetic media, relating to the business, manufacturing methods, know-how, systems, price lists, suppliers lists and terms of engagement with suppliers, of Contractor including its Affiliates, and including without limitation documents, and the Contractor's plants and equipment, all information disclosed under audits under this Agreement. Contractor's Proprietary Information may also include information disclosed to Contractor by third parties. Contractor's Proprietary Information shall not include data and information which: (i) was or will be, independently of this Agreement, lawfully in the possession of NICE\n\n 3\n\n without breach of obligation of secrecy to Contractor, and/or (ii) was or will be, independently of this Agreement, lawfully in the possession of NICE without breach of obligation of secrecy of a third party to Contractor, or (iii) was in the public domain or was common knowledge at the time of receipt by NICE; or (iv) following its disclosure to NICE as the receiving Party, has, through no fault on the part of NICE, subsequently become part of the public domain or is common knowledge; or (v) is required to be disclosed by NICE to comply with applicable laws or governmental regulations, provided that NICE provides prior written notice of such disclosure to Contractor and takes reasonable and lawful actions, at Contractor's expense, to avoid and/or minimize the extent of such disclosure.\n\n (xii) INTELLECTUAL PROPERTY - Trademarks, trade names, logos, domain names, designs, patents, copyrights, inventions, discoveries, technology, know-how, trade secrets, confidential and proprietary information and mask works, all registrations and applications for any and all renewals, reissuances and extensions of, and all goodwill in, the foregoing.\n\n (xiii) PURCHASE ORDER/S or PO/'S- A NICE purchase order ordering manufacture and supply of the Products, issued in accordance herewith.\n\n (xiv) TOTAL LEAD TIME - The Purchase Lead Time, Sub Assembly Lead Time and Production Lead Time together.\n\n (xv) PURCHASE LEAD TIME - The maximum agreed time for purchase of components by Contractor in order to enable production and completion of a Product until the Due Date, being the total of the time required for ordering and delivering all relevant components to Contractor from Contractor's suppliers, subject to the Liability. The initial Purchase Lead Time for each component (including sub-assembly purchased from\n\n\n\n\n\n suppliers) will be as detailed in APPENDIX C and shall be reviewed and updated as necessary by the parties each Quarter during the duration of this Agreement according to the procedure detailed in this Agreement. The new Purchase Lead Time shall need to be agreed to by both parties, and, once agreed, shall be the binding Purchase Lead Time for the relevant components. The parties will also agree on the Purchase Lead Time regarding each new component to be included in a Product.\n\n (xvi) SUB ASSEMBLY LEAD TIME - The maximum agreed time for completion of sub-assemblies in order to enable production and completion of a Product until the Due Date, beginning at the end of the Purchase Lead Time for all relevant components and ending on successful completion of testing of the relevant sub-assemblies. The initial Sub Assembly Lead Time for each sub-assembly will be as detailed in APPENDIX C and shall be reviewed and updated as necessary by the parties each Quarter during the duration of this Agreement according to the procedure detailed in this Agreement. The new Sub Assembly Lead Time shall need to be agreed to by both parties, and, once agreed, shall be the binding Sub Assembly Lead Time for the relevant Sub Assemblies. The parties will also agree on the Sub Assembly Lead Time regarding each new Sub Assembly to be included in a Product.\n\n 4\n\n (xvii) PRODUCTION LEAD TIME - The agreed time for completion of a Product until its Due Date, meaning from commencement of assembly (from sub-assemblies if applicable) until successful completion of testing, which shall always be fourteen (14) Days from receipt of the PO.\n\n (xviii) ENGINEERING CHANGES - Engineering change in the Product as detailed in Sections 3.10 and 3.11 to this Agreement.\n\n (xix) ECR - Engineering Change Request issued by NICE or by Contractor.\n\n (xx) ECO - Engineering Change Order issued by NICE at its discretion after an ECR, in accordance with Section 3.11 below.\n\n (xxi) CHANGE ORDERS - Change or changes or amendments in a specific order excluding rescheduling of an order/prices and excluding ECO's, as further detailed in Section 3.5.\n\n (xxii) WARRANTY PERIOD - Thirteen (13) months from the Shipment Date of the Product subject matter of the warranty, unless agreed otherwise by the parties in writing.\n\n (xxiii) BACKUP SITE - Contractor's backup site and/or the third party site, as detailed in APPENDIX G and in Section 2.9 below, designed to be operated in the event of force majeure or other event preventing the performance of the Manufacturing Outsourcing Services at Contractor's plant and to ensure an alternate facility with equivalent standards and availability.\n\n (xxiv) DUE DATE - The date of completion of the Product after completion of all quality and integration tests as detailed for each Product including in APPENDIX J and its classification as finished goods according to the date detailed in the relevant NICE Purchase Order, issued in accordance with this Agreement.\n\n (xxv) SHIPMENT DATE - the date of delivery of Products, properly packed (i.e. in accordance with this Agreement), including all documents required for the export of Products, to the NICE designated freight forwarder at Contractor's Location, which may be any time after the Due Date as determined by NICE, but not to exceed sixty (60) Days from the Due Date.\n\n (xxvi) DAY or DAYS - Calendar days unless specific reference is made to Business Days.\n\n 5\n\n (xxvii) BUSINESS DAYS - Sunday to Thursday, excluding holidays. Holiday eves shall be regarded as half a business day.\n\n (xxviii) QUARTER - a calendar quarter.\n\n (xxix) EFFECTIVE DATE - January 21st, 2002\n\n (xxx) LIABILITY - components and sub-assemblies for which Contractor has an option of cancellation and/or rescheduling without liability, as detailed in APPENDIX C regarding each component and sub assembly. The cancellation window for VMI (Vendor Management Inventory) Components varies between 0 to 35 Days from ordering by Contractor.\n\n (xxxi) NON GENERIC EQUIPMENT - functional testing equipment and any equipment related thereto.\n\n (xxxii) PDM SYSTEM - NICE' engineering system (PDM) to which Contractor shall be granted access for the purpose of performance of this Agreement and whose contents shall be binding and constitute an integral part of this Agreement, subject to Section 17.1. The contents of the PDM System as at the date hereof which are not governed by Section 17.1 may only be changed further to an ECO issued in accordance herewith.\n\n\n\n\n\nB. INTERPRETATIONS\n\n As used in this Agreement:\n\n (i) The terms and expressions set out in Section A shall have the meanings ascribed therein.\n\n (ii) The preamble and Appendices and Schedules form an integral part of this Agreement.\n\n (iii) The masculine includes the neuter and the feminine; and the singular includes and plural and vice versa.\n\n (iv) A reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.\n\n (v) Headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.\n\n 6\n\n (vi) References to Sections, Schedules, Appendices and Exhibits are, unless otherwise provided, references to sections, schedules, appendices and exhibits to this Agreement.\n\n (vii) In the event certain provisions incorporated in the Agreement are contradictory VIS-A-VIS other provisions incorporated in the Appendices and Schedules, the Agreement shall prevail.\n\n (viii) In the event certain provisions incorporated in the Appendices and Schedules are contradictory VIS-A-VIS other provisions incorporated therein, the specific provisions shall take precedence over the general provisions.\n\nC. APPENDICES AND SCHEDULES\n\n (i) Appendix A - Products;\n\n (ii) Appendix B - The Proposal;\n\n (iii) Appendix C - Prices, Purchase and Sub-Assembly Lead Time, cancellation windows, rescheduling period, minimum order, package quantity, labor costs, disassembly fees, Product prices, cancellation fees, ECR and ECO administrative costs [a new version to be completed within a month of signature of the Agreement and thereafter updated in accordance with this Agreement];\n\n (iv) Appendix D - Insurance Certificate;\n\n (v) Appendix E - Non Disclosure Undertaking;\n\n (vi) Appendix F - NICE Inventory purchased by Contractor for the first Quarter (NICE Inventory purchased by Contractor for the second Quarter will be added as an addition to Appendix F at a later date);\n\n (vii) Appendix G - Back Up Site;\n\n (viii) Appendix H - Safety, Security & IT Requirements;\n\n (ix) Appendix I - Spare Parts / Upgrade;\n\n (x) Appendix J - Quality Assurance Requirements;\n\n (xi) Appendix K - NICE Products release policy;\n\n (xiv) Appendix N - RMA Process.\n\n 7\n\n1. MANUFACTURING OUTSOURCING SERVICES\n\n 1.1. SCOPE OF WORK. During the term of and subject to this Agreement, Contractor shall perform the Manufacturing Outsourcing Services including purchase, assemble, manufacture, configure, test and deliver to NICE' freight forwarder in Contractor's facility, under the terms set forth below, and NICE shall purchase from Contractor, and Contractor shall sell to NICE, such quantities of units of the Products according to NICE' Purchase Orders, from time-to-time as detailed below, at the quoted prices set forth in Appendix C. This Agreement or any provision thereof shall not be interpreted as granting Contractor any exclusive rights in respect of the Manufacturing Outsourcing Services or any similar services outsourced by NICE, and shall not prevent NICE, at its sole discretion, from contracting with any third party for such services, subject to the provisions of this Agreement. Notwithstanding anything to the contrary in the Agreement or elsewhere, including NICE' confidentiality obligations towards Contractor, but without derogating from NICE' obligations hereunder, this Agreement shall in no way be construed as preventing NICE from performing the Manufacturing Outsourcing Services or part thereof by itself and/or through others, whether during the\n\n\n\n\n\n term of this Agreement or thereafter.\n\n 1.2. Contractor's obligations to execute the Manufacturing Outsourcing Services pursuant to this Agreement shall commence on the Effective Date, subject to the following provisions:\n\n 1.2.1. OUTSOURCING TRANSITION - NICE intends to outsource part of its manufacturing activities to the Contractor, in 3 phases: (1) Training and Authorization, (2) Relocation and (3) Manufacturing Outsourcing Services, as described in this Agreement.\n\n 1.2.2. INFRASTRUCTURE. For the execution of this Agreement and the Manufacturing Outsourcing Services, Contractor will set up and establish specific infrastructure including an exclusive area in its production facility as detailed herein. Contractor shall assemble its own workstations using its generic equipment and the Non Generic Equipment to be provided by NICE in good working order. The maintenance of the Non Generic Equipment and keeping it in good working order, except normal wear and tear, shall be Contractor's responsibility, at Contractor's expense. NICE shall have the right to object on reasonable grounds to any material change of the manufacturing facility for any Product.\n\n 1.2.3. RELOCATION- Contractor will complete the Relocation process including preparation of production lines\n\n 8\n\n that will be able to ensure the production capacity according to NICE' forecasts as detailed herein. The completion of the Relocation stage shall be on time in order to enable compliance with the Forecast submitted to Contractor prior to signature of this Agreement and shall be subject to the Control of NICE, without relieving Contractor from its responsibilities hereunder. Upon NICE' approval that the Relocation stage has been completed to its satisfaction, which approval shall not be unreasonably withheld, the Contractor shall commence the Manufacturing Outsourcing Services.\n\n 1.2.4. RESOURCES, PERSONNEL, PROJECT MANAGER. Contractor will be responsible for the required resources in order to comply with its undertakings hereunder and to deliver the Manufacturing Outsourcing Services as detailed hereunder. Contractor will perform the Manufacturing Outsourcing Services using only skilled, qualified and experienced personnel to the extent required for the purpose of performing its undertakings pursuant to this Agreement, to be trained and authorized, according to NICE' requirements. Contractor shall not replace at its initiative key Personnel during the duration of this Agreement, to the extent such replacement shall materially impair its ability to perform in compliance herewith and any such replacement shall take place only after consultation with NICE. It is agreed for the purpose hereof, that frequent replacement of key personnel shall be deemed as materially impairing Contractor's ability to perform hereunder. NICE may reject on reasonable grounds any such key personnel employed by Contractor in the performance of its obligations hereunder, and they shall be replaced by Contractor promptly following NICE' first reasoned request. Such personnel shall abide by all of NICE' security, data protection and safety requirements and policies as indicated from time to time by NICE in writing according to Section 17.1.\n\n TheContractor will appoint a dedicated Project Manager who will coordinate with NICE' representative and serve as a single point of contact for NICE in all aspects pertaining to this Agreement. The project manager will not be replaced at Contractor's initiative during the duration of this Agreement to the extent such replacement shall\n\n 9\n\n materially impair Contractors ability to perform in compliance herewith and any such replacement shall take place only after consultation with NICE. It is agreed for the purpose hereof, that frequent replacement of Contractor's Project Manager shall be deemed as materially impairing Contractor's ability to perform hereunder. The project manager will meet with NICE' representative on a regular basis.\n\n 1.2.5. CONTROL AND PLANNING. Without derogating from the aforesaid, Contractor will provide NICE with control capability of the production. NICE shall be entitled to be involved in the planning and establishment of the working environment for all Product lines at the Contractor's premises. Contractor will provide NICE with reports on a daily/ weekly/ monthly basis, as follows: the reports will present all relevant details regarding the production orders, time between phases, disassembled Products, schedules, logistics reports, etc. The reports provided will\n\n\n\n\n\n present all said data in a clear manner and will include graphic presentations. The reports will enable NICE to verify that all systems are matched and to verify the improvement that is achieved by Contractor. All said reports shall need to be agreed in advance by both Parties.\n\n 1.2.6. SUPERVISION AND MONITORING. NICE shall be entitled but not obligated, to supervise and monitor the execution of this Agreement from time to time as set forth herein. NICE shall be entitled, upon prior coordination, to visit any place where the Manufacturing Outsourcing Services are being performed including Contractor's plant/s and to review samples of components and Products. As a result of such supervision, NICE may propose improvements and increase in efficiency in the Manufacturing Outsourcing Services and the Parties will discuss such proposals and their affect on this Agreement. Without derogating from the generality of the aforementioned, any supervision and monitoring rights granted to NICE hereunder are merely intended to secure performance of this Agreement according to its terms and shall not relieve Contractor from its responsibilities hereunder according to this Agreement or impose any responsibility or liability upon NICE which is not explicitly detailed in this Agreement.\n\n 10\n\n 1.2.7. MEASUREMENTS AND PROCEDURES. Contractor will execute all the production stages required for a Product according to NICE' Production File for the particular Product, included in the PDM System.\n\n 1.2.8. QUALITY ASSURANCE REQUIREMENTS. The Manufacturing Outsourcing Services performed by Contractor shall be executed according to and comply with all quality control requirements and specifications described in APPENDIX J. Without derogating from Contractor's responsibility as aforementioned, NICE reserves the right to execute quality assurance inspection on Contractor's premises, all as described in APPENDIX J and according to the terms hereof.\n\n 1.2.9. BACK-UP SITE. Contractor will ensure the availability of the Back-up Site according to the terms of this Agreement. Attached as APPENDIX G to this Agreement is the undertaking of Flextronics, Inc., North Carolina for a Back Up Site in North Carolina, USA and a transition plan for its operation.\n\n 1.2.10. STEERING COMMITTEE. The Parties will appoint a steering committee which shall monitor the execution of this Agreement, comprised of Contractor's project manager, NICE' representative, and relevant personnel of the Parties.\n\n 2. COMPONENTS PURCHASING, NICE COMPONENTS AND INVENTORY.\n\n 2.1. COMPONENTS PURCHASING. Upon transition to the third phase - Production, the Contractor will be responsible for all purchasing of components and getting equipped with all the materials necessary for the assembly of the Products (except the Non Generic Equipment). At NICE' request, and without derogating from any other provisions of this Agreement, Contractor shall promptly notify NICE, in writing, who are the suppliers of any specific components and under what agreements purchase is effected.\n\n 2.2. CONTRACTOR PURCHASE AGREEMENTS. Without derogating from the aforementioned, NICE may, at its sole discretion, decide to be involved and to actively or inactively, participate in negotiations and purchasing agreements of Contractor for components designated for production hereunder. In such event, Contractor will comply with NICE' requirements and instructions and contract accordingly, without imposing any liability on NICE, provided such instructions\n\n 11\n\n are in accordance with common purchasing practice and in accordance with this Agreement. NICE may, at its election, instruct Contractor not to purchase a relevant component from a specific supplier, provided an alternative supplier exists. APPENDIX C shall be updated accordingly. At NICE' request, Contractor shall notify any relevant supplier that it is purchasing components for NICE Products and shall further furnish the supplier with information requested by such supplier. In any event, Contractor shall report to NICE on its purchasing negotiations and achievements and shall supply NICE, at NICE' request, with a copy of all relevant existing documentation.\n\n 2.3. FLEXTRONICS, INC. GLOBAL PURCHASE AGREEMENTS. Nevertheless, in the event that the purchase agreement is signed by Flextronics, Inc. as a global purchase agreement for the Flextronics group, and not as a local agreement of Contractor or as an agreement applying to NICE required components only, then NICE will not participate in the negotiations and will not be entitled to receive copies of such agreement/s. The details relevant to the components purchased under an agreement as above will be included\n\n\n\n\n\n in APPENDIX C and Contractor hereby declares and undertakes that the details included in APPENDIX C (as amended from time to time according to the provisions of this Agreement) shall be the accurate details from the Flextronics, Inc. global purchase agreements and components and sub assembly prices in APPENDIX C shall be net purchase prices of Contractor without any overhead or uplift. NICE shall be entitled, at its sole discretion, to object in advance to Contractor using any Flextronics, Inc. global purchase agreement and in such event, Contractor shall purchase the components separately, the provisions of Section 2.2. shall apply and APPENDIX C shall be updated accordingly. Contractor undertakes to comply with NICE' instructions and the manufacturer license terms regarding the use and duplication of Microsoft and other third party software supplied by NICE and not to use such software products for any purpose other than in the assembly of the Products. Contractor will copy from the master CD of those software products only the exact number of licenses designated by NICE in writing and for which a license has been issued by NICE.\n\n 2.4. NICE DESIGNATED COMPONENTS. NICE may request Contractor to purchase specific components from specific suppliers, provided that the terms of such suppliers are in accordance with common purchasing practices and APPENDIX C shall be updated accordingly.\n\n When purchasing components for Contractor's other customers, Contractor may not represent itself to the suppliers as a NICE outsourcer for the purposes of such purchase.\n\n 2.5. NICE SUPPLIED COMPONENTS. NICE may, at its election, supply to Contractor software licenses and software or the like for which NICE has an existing royalty agreement with a third party (except electrical and mechanical components unless agreed otherwise), in lieu of Contractor purchasing same (NICE COMPONENTS). All\n\n 12\n\n such components will be delivered to Contractor in a mutually agreed package type, and in an agreed upon time and in agreed upon quantities. The parties will agree on the inventory level required by Contractor for each NICE Component and NICE' sole responsibility shall be to renew the inventory upon request. Contractor shall be responsible for ordering additional NICE Components if required above the inventory level and for ensuring that appropriate physical controls of such components are in place and properly administered. Contractor will not charge NICE any charges or overhead for such NICE Components. In the event Contractor has difficulty in purchasing any components which NICE can obtain and NICE has granted its consent to supply such component to Contractor in lieu of Contractor purchasing same, Contractor will not charge NICE any charges or overhead for such Components.\n\n 2.6. INVENTORY MANAGEMENT AND USE OF EXISTING INVENTORY. All purchasing of inventory, use of inventory, and management of inventory shall be performed by Contractor according to this Agreement, and APPENDIX C.\n\n 2.7. EXISTING NICE INVENTORY. Furthermore, Contractor will purchase from NICE its existing inventory of components available for use in Products for up to six (6) months on a rolling basis, as detailed in APPENDIX F, all of which will be transferred to Contractor's facility on the purchase date, all as detailed hereunder: On the Effective Date Contractor will purchase the inventory included in part I of APPENDIX F. Regarding the remainder of the inventory included in part II of APPENDIX F the following will apply: at the beginning of the first production Quarter hereunder Contractor will purchase the components required under the Forecast issued by NICE for that Quarter regardless of the Total Lead Time for such components; at the beginning of the second production Quarter hereunder Contractor will purchase the components required under the Forecast issued by NICE for that Quarter regardless of the Total Lead Time for such components; Contractor will purchase any components remaining in APPENDIX F after two Quarters as aforementioned, on a current basis as required under the Forecast issued by NICE for the following Quarters but in compliance with the Total Lead Time for such components. Contractor will use said NICE' inventory for the production of the Products rather than purchase such components from third parties, until full use of all NICE inventory. Contractor shall pay NICE the purchase price of such components, as set forth in APPENDIX C hereto, and under payment terms as set forth in Section 8.4. When sold to NICE as part of aProduct, the component prices paid by NICE to Contractor hereunder will be calculated with a reduced overhead of 2%. NICE will and does hereby provide Contractor with all such warranties with respect to the components sold thereby as is required from Contractor under this Agreement with respect to the same components. Furthermore, without derogating from NICE' undertakings hereunder, Contractor will use its international supply chain in order to assist NICE in selling its dead inventory, which is not included in APPENDIX F, and the proceeds from such sales will be shared as follows: 10% Contractor, 90% NICE. Contractor will report to NICE regularly, on such sales.\n\n\n\n\n\n 13\n\n 2.8. COMPONENT END OF LIFE. Contractor shall take all necessary measures in order to receive immediate updates from its suppliers regarding end of life of any component (i.e types of components which shall no longer be manufactured). Contractor shall notify NICE immediately upon becoming aware of the event of end of life of a component. In such event, NICE shall designate and approve the replacement components to be used instead and the Parties will mutually agree on the required changes in APPENDIX C.\n\n 2.9. COMPONENTS FOR NICE INTERNAL REQUIREMENTS. Contractor will occasionally provide services in order to help NICE to obtain components for NICE' internal requirements. Contractor will allow NICE to purchase reasonable quantities from its available inventory at a price agreed in advance, and will help NICE to obtain components from manufacturers/suppliers at the lowest available price (in the case where the components in question are not in the Contractor's inventory).\n\n 2.10. It is clarified that nothing in this Agreement shall prevent NICE from contracting directly with Contractor's suppliers and vendors in any agreement, or from purchasing identical components, whether during this Agreement or following its termination or expiration.\n\n 3. ORDERING AND OTHER MATTERS\n\n 3.1. FORECASTS. NICE shall give Contractor a written forecast of the Products, by type, quantity and expected Due Date (the FORECAST) as follows: A Forecast shall be a rolling forecast for the current Quarter and the two (2) consecutive Quarters, detailed by week. Upon the Effective Date, NICE shall deliver a Forecast for the period commencing on the expected completion of the Relocation Phase for the first Product, for the current Quarter and for the next coming two Quarters and so on thereafter during the term of this Agreement. The Forecast may be updated by NICE on a weekly basis, or more frequently (at NICE' discretion).\n\n A Forecast will not be deemed to constitute a binding purchase order with respect to Products (as opposed to components and sub-assemblies, as set forth in Sections 3.4, 16 and 17.5 of this Agreement). Contractor will manufacture the quantities of Products only according to specific orders and the Production Lead Time. The\n\n 14\n\n Parties' responsibilities and undertakings arising from NICE' Forecast shall be according to APPENDIX C as amended from time to time according to the provisions of this Agreement. Liability reports will be submitted by Contractor on the 1st of each calendar month and will need to be approved by NICE. It is clarified for the avoidance of doubt, that in any event, any and all purchase obligations of NICE with respect to Products (as opposed to components and sub-assemblies) are limited in any given time during the term of this Agreement, to the PO's only.\n\n Contractor (with NICE' participation) will implement, at its own expense, a full process of Demand Flow Technology, including: (I) Product Synchronization; (II) Sequence of Events; (III) Mix Model; (IV) Demand of Capacity & Take Time; (V) Operations grouping; (VI) Line Design & Balancing. This process will help to determine the Sub Assembly Lead Time and the Production Lead Time. It is clarified that any change in the Production Lead Time detailed in this Agreement shall require NICE' prior written approval; any change in the Sub Assembly Lead Time detailed in this Agreement as a result of which the maximum Sub Assembly Lead Time for the relevant sub-assembly exceeds 30 Days, shall require NICE' prior written approval.\n\n 3.2. PURCHASE ORDERS AND ISSUING ORDERS. NICE shall, from time-to-time, issue to Contractor a Purchase Order, according to the Forecast, for Products, by type, quantity and Due Date, as and when it desires to order Products. PO's will be issued at least two (2) weeks prior to the designated Due Date. Each and every order will be entered in NICE' logistic system as a Sales Order. Every Product shall be manufactured according to the Production Lead Time. Commencement of assembly shall be based on Production Lead Times (as per Section A (xvii)) and calculated to meet NICE' delivery requirements. It is clarified that delivery and shipment of Products and NICE' obligation to pay for Products shall only be according to a PO.\n\n Purchase Orders for Products (and Forecasts for Products) may be delivered to Contractor by any reasonable means, including but not limited to e-mail, computerized systems, etc., postal delivery, courier delivery, facsimile transmission, as shall be notified by NICE in writing and in advance of any relevant PO. For the removal of doubt, a PO shall not be binding upon Contractor until Contractor has confirmed in writing receipt of the PO. Contractor shall, within two Business Days of its receipt of a Purchase Order, accept or reject such Purchase Order in writing; provided, however, that Contractor shall be obligated to\n\n\n\n\n\n accept all Purchase Orders issued in accordance with the terms hereof for Products with respect to which a price per the quantity ordered has been mutually agreed by the parties. Contractor undertakes that in the event of increase in Product requirements VIS-A-VIS the Forecast (i.e. issuance of PO's exceeding\n\n 15\n\n the relevant Forecast), Contractor's manufacturing capacity can be increased, at any time, by thirty percent (30%) beyond the then current Forecast. In addition, in as much as purchase of components and purchase of sub assemblies are concerned, NICE may order Products, which are not included in the Forecast, and Contractor will make its best reasonable commercial efforts to accommodate such order in accordance with NICE' request. It is clarified that in any event Contractor will accept all PO's exceeding the Forecast, subject to updating the Due Date based upon the Total Lead Time for obtaining the required components, which are not available in Contractor's inventory. The Due Date for such PO's will be determined according to the time of obtaining the components. For components/Products the prices for which are not previously agreed under APPENDIX C, the price will be agreed in writing prior to acceptance of the PO.\n\n 3.3. FORECAST REVIEW. The parties shall hold weekly meetings, in person, at NICE' facility or by conference phone call, for the purpose of discussing NICE' existing and contemplated Forecasts and order requirements and updating the Forecast; provided, however, only written Forecasts and Purchase Orders, or written modifications thereto, shall bind NICE and Contractor pursuant to the terms of this Agreement or otherwise. The parties, as business requirements dictate, may mutually agree upon the use of blanket purchase orders for specific sub-assemblies or components (exceeding the requirements under Forecasts), subject to the terms of this Agreement and such sub-assemblies or components purchased shall be deemed Permitted Components.\n\n 3.4. PERMITTED COMPONENTS. Contractor may make purchase commitments to suppliers and assemble components to sub-assemblies based upon the Forecasts received from NICE but subject always to the Total Lead Time, Liability and ABC policies of Contractor (which NICE will be entitled to review and comment on in advance of the relevant purchase). Contractor shall maintain inventory of Permitted Components (as defined below) for use during the Production Lead Time. NICE shall only be obligated to Contractor for components and sub-assemblies ordered and assembled by Contractor, in accordance with the Forecast and in compliance always with the Total Lead Time as detailed in APPENDIX C (as amended from time to time according to this Agreement) or otherwise for inventory of components purchased from NICE under Sections 2.7 or 3.4(A), or purchased in accordance with POs, ECO's or Change Orders (PERMITTED Components), as detailed hereunder. It is clarified that any Forecast updated following the purchase of Permitted Components will not affect their definition as Permitted Components, and NICE' obligations with respect thereto, subject to the Liability.\n\n 3.4(A) PURCHASE OF INVENTORY BY NICE.\n\n 16\n\n NICE will purchase from Contractor inventory of Permitted Components not required (in whole or in part) according to the Forecast for the Quarter immediately following the time at which such inventory is reviewed as detailed below (hereinafter: the FIRST QUARTER) as detailed below. The following terms shall have the definitions ascribed thereto:\n\n (i) DEAD INVENTORY - Permitted Components, the entire quantity of which is not required for assembly of Products in accordance with the Forecast.\n\n (ii) SLOW MOVING INVENTORY - Permitted Components, which are required for assembly of Products for the two consecutive Quarters commencing immediately after the First Quarter, in accordance with the Forecast.\n\n (iii) EXCESS INVENTORY - Permitted Components, which are required for assembly of Products only during the third Quarter after the First Quarter or thereafter, in accordance with the Forecast.\n\n Three (3) days before the beginning of every Quarter, Contractor will issue a report of Dead, Slow Moving and Excess Inventory, and shall detail the price of each Permitted Component included in the report as specified in APPENDIX C, which report will need to be verified by NICE within 2-3 days. Inthe event that in any Quarter, the Dead Inventory, Excess Inventory and Slow Moving Inventory together exceed 15% of the Monthly Consideration (as defined below), NICE will purchase such inventory exceeding 15% from Contractor one day before the beginning of the First Quarter, by payment of the price detailed in APPENDIX C\n\n\n\n\n\n including a surcharge of 4%. In calculating and determining the inventory falling within the said 15% (which shall not be purchased by NICE) the following priority shall apply: first - all Slow Moving Inventory, second (if not all 15% were covered) - all Excess Inventory, third (if not all 15% were covered) - Dead Inventory. The MONTHLY CONSIDERATION for the purpose hereof shall mean the total actual price due to Contractor from NICE hereunder for all Products during the preceding Quarter, divided by three (3).\n\n The foregoing shall apply only as of Q3 2002 - July 1st 2002 (the first report of inventory as above shall be issued at the end of June 2002), and thereafter on a regular basis.\n\n In the event NICE has purchased any Permitted Component from Contractor as detailed above, Contractor is obligated to repurchase such Permitted Component for production of the next Forecast which requires such Permitted Component in accordance with the relevant procedure of Section 2.7 above (Nice Existing Inventory), at the price sold to NICE by Contractor excluding the surcharge of 4%.\n\n No other compensation or components protection will be provided by NICE except as explicitly detailed above or in Sections 16.7, 16.8 and 17.5 of this Agreement. Upon\n\n 17\n\n payment of the aforementioned compensation for Permitted Components, such items shall become the property of NICE, and will be promptly delivered to NICE' facility in Israel, and, at NICE' election and expense, shall be delivered to another location in Israel identified to Contractor by NICE or, at NICE' direction, disposed of by Contractor (in any manner selected by Contractor). In any event, Contractor will make best reasonable commercial efforts to decrease levels of inventory of Permitted Components, by agreeing with its suppliers to decrease Purchase Lead Times to 1 - 2 weeks at the most.\n\n 3.5. CHANGE ORDERS. Throughout all the assembly phases of a Product during the Production Lead Time and any time before the Due Date, NICE may issue Contractor with a Change Order. The issuance of such Change Order and the execution by Contractor of such Change Order, shall be in accordance with the provisions hereunder. Upon issuance of a Change Order, Contractor will immediately execute it and the Product price shall change in accordance with APPENDIX C. The sole implication of a Change Order will be payment for additional direct labor costs as detailed in APPENDIX C. Replaced components and sub-assemblies will be returned to Contractor's inventory at no charge to NICE (without derogating from the specific provisions of this Agreement under which NICE is obligated to purchase Permitted Components). The Product price will be as after the implementation of the Change Order. For Change Orders issued prior to commencement of the Production Lead Time for any Product no charge will be incurred by NICE. Without derogating from the aforementioned, Contractor will not charge NICE for Change Orders during the first three (3) months of production.\n\n 3.6. RESCHEDULING OF RELEASED ORDERS. NICE may, at its discretion, reschedule delivery of units of Products for which a PO has already been issued, by shortening the Due Date, without any implication. In this respect, Contractor is aware that by the last three weeks of every calendar Quarter, a high level of flexibility is required to meet NICE' end of Quarter requirements. Contractor will perform its best reasonable commercial efforts to complete such rescheduled Products at the new requested Due Date. All such rescheduling shall be performed by sending Contractor a written request for rescheduling.\n\n 3.7. ORDERS ON HOLD. Prior to the Due Date, NICE may, at its discretion, place Products manufactured according to PO's on hold for a period not to exceed thirty (30) Days from the Due Date, without any implications, by giving a written notice to Contractor. Upon termination of such 30 Day period or earlier if requested by NICE in writing, the Products on hold will be deemed as cancelled and the provisions of Section 3.8 below shall apply.\n\n 3.8. CANCELLATION OF PURCHASE ORDERS. NICE may at its discretion, at any time, cancel, in whole or in part, PO's of Products issued\n\n 18\n\n pursuant to this Agreement subject to the delivery of prior written notice, before the respective Due Date. Contractor, upon receipt of such written notice of cancellation, shall stop work on such units of Products if work has already commenced. Without derogating from any liability to pay for Permitted Components as set forth elsewhere in specific provisions this Agreement, NICE shall have no liability for cancellation of a PO prior to the Production Lead Time of the Product. For cancellation of a PO during the Production Lead Time and until the Due Date, NICE' liability for cancellation shall be limited to the following:\n\n\n\n\n\n 3.8.1. Payment of a fixed cancellation charge for all cancelled units of Products as specified in APPENDIX C. The fixed cancellation charge will be recalculated at the end of the first Quarter, based on the actual average time to disassemble a Product, as determined by Contractor and agreed to by NICE;\n\n 3.8.2. All the components/sub-assemblies will be returned to Contractor's inventory at no charge to NICE subject to and in accordance with the terms of this Agreement.\n\n 3.8.3. NICE shall not be responsible and shall not pay, in whole or in part, for Products manufactured outside the agreed Production Lead Time and/or without a written NICE Purchase Order.\n\n 3.9. Contractor shall use its best reasonable commercial efforts to minimize Change Order charges and cancellation charges by returning components for credit (with NICE' approval), canceling components on order and applying components to other Contractor projects (when possible, at the sole discretion of Contractor) and minimizing all work-in-process.\n\n 3.10. ENGINEERING CHANGE REQUESTS (ECR'S). NICE shall be entitled, at its sole discretion, from time to time to request any Engineering Change Requests for any Product and Contractor is obligated to propose ECR's to NICE when applicable at Contractor's opinion. Contractor will respond to all Engineering Change Requests initiated by NICE, according to the terms hereof. Contractor will give NICE written notice, within three (3) Business Days of receiving written notice of such ECR, of the date by which, and at what cost, such ECR could be implemented based on the pricing formula in APPENDIX C, and how the ECR effects existing PO's. Contractor will charge NICE for ECR's in accordance with APPENDIX C (an administrative cost of $25 per ECR of whatever size).\n\n 3.11. ENGINEERING CHANGE ORDERS (ECO'S). NICE may, at its discretion, issue ECO's based on Contractor's response to the ECR's or based on negotiated changes to Contractor's response. The administrative cost for an ECO shall be $50 per ECO. Engineering Change Orders effective dates (the date for completion of implementation\n\n 19\n\n of the ECO) shall be as agreed to by the parties and shall effect the relevant Lead Times and dates accordingly, as detailed in the ECO. Contractor shall approve every ECO issued as above within 2 Business Days. An ECO shall become binding on Contractor upon written confirmation of receipt thereby. Contractor shall not make any design changes or any other changes in the Products without the prior written consent of NICE as reflected in an ECO. The new Product price due to an Engineering Change Order, shall be determined in accordance with APPENDIX C. Contractor shall make all reasonable commercial efforts to minimize costs due to ECO's. Notwithstanding the aforementioned in Sections 3.10. and 3.11., NICE shall not be charged for the first $1,000 due to Contractor in any one month for ECR's and ECO's.\n\n 3.12. DISASSEMBLY OF PRODUCTS. From time to time, NICE may order Contractor to disassemble Products after the Due Date. Upon such request issued to Contractor, it shall promptly comply with the request. Dismantled components will be consigned to Contractor's inventory and stored in a special warehouse at Contractor's facility, at no charge to NICE (the RETURNED COMPONENTS). NICE will pay Contractor the original Product price and also a fixed fee for dismantling as detailed in APPENDIX C. Thereafter, Contractor will use the Returned Components first in the assembly of any Products until no inventory of Returned Components remains. Contractor will not charge NICE for any surcharge or overhead for use of Returned Components in a Product.\n\n 3.13. SPARE PART MECHANISM. In addition to producing Products hereunder, and in addition to Contractor's responsibilities under its warranty obligation hereunder which are included in the Product price as provided herein, Contractor will supply Spare Parts to Customers upon request, as detailed in APPENDIX I according to the applicable Production Lead Time. The price for spare parts shall be in accordance with APPENDIX C and shall be paid by NICE in accordance herewith.\n\n 4. SCOPE; NEW PRODUCTS\n\n 4.1. The scope of this Agreement refers to the Products currently detailed in APPENDIX A subject to the provisions of APPENDIX K. The Manufacturing Outsourcing Services will be performed by Contractor on a gradual basis as detailed hereinabove, and until full performance of the Manufacturing Outsourcing Services by Contractor for all Products.\n\n 4.2. Quotations by Contractor for new Products will be developed by NICE in coordination with Contractor subject to the mutually agreed upon pricing model set forth in APPENDIX C hereto. Other terms applicable to new Products shall be identical to those applicable to the current Products. Each such quotation requested\n\n\n\n\n\n by NICE shall be provided to NICE on an expeditious basis. Contractor shall develop a mutually agreeable quality program for each new Product. The provisions of APPENDIX K - NICE Systems Products Release Policy will apply to such new Products subject to the terms hereof.\n\n5. DUE DATE\n\n 20\n\n 5.1. Contractor shall target 100% on time delivery in compliance with the Due Date. Contractor's performance regarding the Due Date shall constitute a material obligation, and is an essential element in this Agreement.\n\n 5.2. DELAYS. Immediately upon learning of any possible delays, Contractor will notify NICE as to the cause and extent of such delay. Contractor shall at once, exercise its best reasonable commercial measures to minimize the possible delay, at no additional cost to NICE. Such measures may include, inter alia, acceleration of payments to Contractor's vendors if necessary.\n\n 5.3. LIQUIDATED DAMAGES. Any delay from the Due Date of a certain Product in a certain Quarter, not due to a specific written request by NICE or otherwise deriving from a breach of NICE' undertakings hereunder and only to the extent deriving from such breach by NICE, or caused by an event of Force Majeure, and subject to the terms hereof, shall be considered a material breach of Contractor's obligations under this Agreement and shall entitle NICE to the following liquidated damages in addition to any remedy available to NICE under this Agreement or by law:\n\n 5.3.1. One percent (1%) of the Product Price for a delay of 3 to 5 Days.\n\n 5.3.2. Three percent (3%) of the Product Price for a delay of up to 10 Days.\n\n 5.3.3. Five percent (5%) of the Product Price for a delay of 11 Days or more.\n\n 5.3.4. For the removal of doubt, when determining the liquidated damages due, the applicable sub-section 5.3.1, 5.3.2 OR 5.3.3 will apply. In any event, the total liquidated damages as per this Section shall not exceed 5% of the Product Price.\n\n 5.3.5 The PRODUCT PRICE for the purpose of this Section 5.3. shall mean the total consideration which is due to Contractor for the Products being delayed at the relevant time.\n\n 5.3.6. In the event that following the delay, Contractor is in compliance with the Due Dates for two immediately consecutive Quarters and there is no delay whatsoever, Contractor will be reimbursed by NICE for liquidated damages already paid for delay in the previous Quarter (before the said 2 Quarters), if paid, without derogating from the previous delay being regarded as a breach hereunder.\n\n 5.3.7 NO RESPONSIBILITY FOR DUE DATE. Notwithstanding the aforementioned, Contractor shall be relived from its responsibility for the Due Date of any specific Product if all the following terms are met:\n\n (1) Contractor notifies Nice promptly in writing of the delay and the detailed reasons for the delay;\n\n (2) Contractor proves that such delay was caused by a worldwide event of component allocation or a worldwide event of Force Majeure (as defined in this Agreement) applying to a manufacturer of necessary components required for assembly of the Product and such components can not be purchased from another manufacturer, since the manufacturer with which Contractor has contracted (directly or through suppliers) is a single source manufacturer worldwide or, if there is more than one source - the above applies to all of them;\n\n 21\n\n (3) Contractor proves, that it has employed all necessary measures, both upon contracting with the supplier (including but not limited to - contracting other suppliers) and after becoming aware of the delay, in order to ensure proper timely delivery by such supplier and in accordance with the agreed Purchase Lead Time in this Agreement;\n\n (4) Contractor takes all required actions in order to minimize the effects of such occurrence and solve it.\n\n6. SHIPMENT DATE, PACKING AND SHIPPING\n\n\n\n\n\n 6.1. PACKING. Contractor shall package each unit of Product according to the standard NICE packing procedure and specifications in accordance with the PDM System, or, if not specified by NICE, according to good commercial standards. Every shipment to a NICE Customer must include a Packing List issued by the Contractor, attached to the packed Product. The Packing List is derived from the Purchase Order and includes all the packed items in the carton and all software licenses associated with the Product.\n\n 6.2. PREPARATION OF EXPORT SHIPMENTS. Contractor will be responsible for preparing the shipment of the final Product to the Customer by arranging the pallets and packing them according to NICE' instructions as set forth in the PDM System.\n\n 6.3. DELIVERY. Unless agreed otherwise in the future, Contractor will deliver finished Products to NICE' designated freight forwarder, at Contractor's premises.\n\n 6.4. SHIPMENT DATES. The following Shipment dates shall apply: Shipment plans that Contractor receives until 13:00, will be ready until the end of the same Day (except that on weekend days prior coordination will be required); Shipment plans that Contractor receives after 13:00, will be ready until the end of the next Day (except that on weekend days prior coordination will be required).\n\n Contractor's performance regarding the Shipment Date shall constitute a material obligation, and is an essential element in this Agreement.\n\n 6.5. INSPECTION. Products will be subject to inspection by NICE, or by certified NICE' distributors according to the following provisions, both prior to the Shipment Date while they are in the finished goods warehouse and after the Shipment Date. During the inspection, NICE may open cartons and boxes and unpack the contents for inspection. An inspection will be coordinated if possible. NICE may inform the Contractor if there is any mismatch in Product quantities or if any damage was caused to the shipment prior to delivery to NICE' freight forwarder in Contractor's facility. In case of a quantity mismatch between the quantity recorded on the packing documents and the actual quantity received, NICE will notify Contractor\n\n 22\n\n of the mismatch, and, subject to verification by Contractor, Contractor will complete the missing quantity. In case where a shipment is found damaged prior to delivery to NICE' freight forwarder at Contractor's facility, the Contractor will replace or repair the Product and deliver it back to such NICE' freight forwarder at Contractor's facility, at Contractor's expense. If there was no mismatch in quantities or no damage to the shipment (as applicable), NICE will bear all risk and costs associated with the delivery of shipment to Contractor and back.\n\n7. [DELETED]\n\n8. PAYMENTS\n\n 8.1. Initial prices as proposed in the Proposal are set out in APPENDIX C. Within one month from signature of this Agreement, the parties will amend the initial APPENDIX C according to components purchase prices and supplier agreements obtained by Contractor, but in no event will the relevant data exceed the data included in the initial APPENDIX C, except with respect to components sold to Contractor by NICE according to APPENDIX F and Section 2.7, or further to changes in APPENDIX C made pursuant to NICE' instructions under Sections 2.2, 2.3 or 2.4 of this Agreement. Contractor will use reasonable commercial efforts to improve the particulars in APPENDIX C and, amongst others, shorten Liability. In the event of lack of agreement on the amended APPENDIX C within one month from the signature date, the initial Appendix C shall continue to apply until agreed otherwise. It is clarified that labor prices in APPENDIX C will not be amended as aforementioned regarding components. Contractor hereby declares and undertakes that the details included in APPENDIX C(as amended from time to time according to the provisions of this Agreement) shall be the accurate details from all of the relevant purchase agreements of Contractor with its suppliers and components and sub assembly prices in APPENDIX C shall be net purchase prices by Contractor without any overhead or uplift. Thereafter, prices may be decreased or increased according to the formula and at the timetables detailed herein below.\n\n 8.2. COST ADJUSTMENTS. Product pricing shall remain firm for Products for each Quarter, except as follows or as set forth in Sections, 2.2, 2.3, 2.4, 3.5, 3.8, 3.11, 8.1, 8.3, and hereunder in the various subsections of Section 8.2:\n\n 8.2.1. The quoted cost of all components and sub-assemblies in each Product subject to this Agreement is or will be set forth in APPENDIX C or an agreed written amendment thereto.\n\n 8.2.2. NICE and Contractor shall continually work to introduce\n\n\n\n\n\n new cost reduction methods.\n\n 23\n\n Contractor shall make its best reasonable commercial efforts to reduce the cost of manufacturing Products, by methods such as elimination of components, obtaining alternate sources of materials, redefinition of specifications, and improved assembly or test methods, subject to NICE' written approval. Upon implementation of such methods initiated by Contractor, Contractor will enjoy one hundred percent (100%) of the cost reduction during the first Quarter and thereafter will reduce the price accordingly so that NICE will enjoy one hundred percent (100%) of the cost reduction. NICE will immediately enjoy one hundred percent (100%) of the cost reduction upon implementation of such methods initiated by NICE.\n\n 8.2.3. In the event there is a decrease in the cost of a component or sub-assembly purchased by Contractor for the purposes hereof, which affects the purchase price of such Product, Contractor shall document such decrease in costs and provide such information to NICE in writing, in reasonable detail, within three (3) Business Days of Contractor becoming aware of such decrease.\n\n 8.2.4. In case of a decrease as aforementioned, the purchase prices in APPENDIX C for units of the affected Product shall be adjusted accordingly.\n\n 8.2.5. In the event there is an increase in the cost of a Permitted Component purchased/to be purchased by Contractor for the purposes hereof, which affects the purchase price of such Product, Contractor shall provide NICE with copies of letters as elaborated below, together with a request for a price increase within one (1) Business Days of Contractor becoming aware of such increase. Contractor shall not purchase any such component until NICE approves it in writing. NICE shall approve/disapprove on the same Business Day it was notified by Contractor provided notice was received by 12:00. However, NICE may only reject a price increase if it can show that the Permitted Component is available at the a lower price. There are two permitted types of price increases:\n\n (i) TEMPORARY PRICE INCREASE designated to meet the requested Due Date, in the event of receiving a Purchase Order/Forecast for which the Purchase Lead Time is shorter than the normal Purchase Lead Time of the relevant components detailed in APPENDIX C or due to an Engineering Change Order which affects the Due Date. Contractor shall provide NICE with copies of letters of approach to at least 3 suppliers that are known in the market and accepted commonly (if 3 suppliers exist for such component) and their response. In such event, NICE will pay Contractor the difference between the original price and the actual price for those components purchased after the increase.\n\n 24\n\n (ii) CONSTANT PRICE INCREASE caused by a change in the market trend. Market trend increase requests will be explained by providing NICE with copies of letters of approach to at least 3 suppliers that are known in the market and accepted commonly (if 3 suppliers exist), and their response. NICE will pay Contractor the difference between the original price and the actual price for those components purchased after the increase within the Quarter, and thereafter APPENDIX C shall be updated accordingly.\n\n 8.3. COST REVIEW. During each calendar Quarter, no later than the third week of the Quarter, the parties will jointly review the costs, costs reduction, volume performance of Contractor and NICE, respectively, and other performance parameters to be mutually agreed upon by the parties. The pricing and other details referenced in APPENDIX C shall be jointly reviewed by the parties at an agreed upon frequency and may be modified with the mutual written agreement of the parties.\n\n 8.4. PAYMENT TERMS.\n\n 8.4.1. Payment by NICE is due current thirty (30) Days from the date of receipt of the invoice, on the 2nd or 16th of the month, whichever is following the invoice date and may be made by check or wire transfer. Purchase Orders, invoices and payments will be presented and effected in US dollars.\n\n 8.4.2. Dates of issuance of invoices by Contractor: 1. for Products - upon the actual Due Date of Products. 2. for inventory of Permitted Components - one day before the beginning of the First Quarter as defined in Section 3.4(A). 3. for amounts outstanding upon termination according to the\n\n\n\n\n\n relevant provisions of this Agreement - upon termination. 4. for other amounts - upon the date on which the payment becomes due under this Agreement.\n\n 8.4.3. Payment by Contractor is due current thirty (30) Days from the date of receipt of the invoice, except as set forth in Section 8.4.4(2) below, and may be made by check or wire transfer. Invoices and payments will be presented and effected in US dollars.\n\n 25\n\n 8.4.4. Dates of issuance of invoices by NICE: 1. for inventory of Permitted Components repurchased - at the end of the month in which such components were repurchased by Contractor. 2. for NICE existing inventory purchased by Contractor according to Section 2.7 - upon commencement of the first production Quarter with respect to inventory to be purchased on such date, upon the commencement of the second production Quarter with respect to inventory to be purchased on such date, and the remainder upon the relevant Purchase Lead Times for each component. The payment of said invoices will be made on a current thirty basis from the date of use of such inventory by Contractor based on the most updated Forecast. 3. For Permitted Components purchased from Contractor according to Section 3.4.(A) - upon the relevant Purchase Lead Times for each component. 4. For other amounts - upon the date on which the payment becomes due under this Agreement.\n\n 8.5. TAXES. Each party shall deduct such taxes from the payments due to the other party hereunder as required by law including withholding taxes (unless an exemption is provided), and shall promptly furnish such other party with appropriate tax receipts. Each party will be solely responsible for any and all taxes imposed thereon, including, without limitation, all income taxes, sales taxes, goods and services taxes. Israel value added tax shall be added, if applicable, to all amounts payable hereunder and will be paid against submission of appropriate tax invoices.\n\n 8.6. The consideration detailed in the Agreement is the full and entire consideration due to Contractor for the services stipulated hereunder and Contractor shall not be entitled to any other payment or reimbursement of expenses of any kind with respect thereto.\n\n9. REPRESENTATIONS AND WARRANTIES\n\n 9.1. Contractor hereby warrants to NICE that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; that no impediment exists to Contractor entering into this Agreement, and no other agreement has been or will be made with any third party which will have a detrimental effect on Contractor's ability to fulfill its obligations under this Agreement.\n\n 9.2. Contractor hereby warrants to NICE that it has ascertained the nature of the Manufacturing Outsourcing Services and its own ability to perform such Manufacturing Outsourcing Services, and that all Manufacturing Outsourcing Services provided by Contractor hereunder will be performed in a professional and workmanlike manner by a sufficient number of individuals with appropriate skills and training for the applicable task using systems and processes which are sufficient to accomplish the Contractor performance\n\n 26\n\n obligations under this Agreement. In addition, without derogating from any undertaking, warranty or representation of NICE included in the Agreement, Contractor acknowledges and agrees that prior to the entering into this Agreement it has had the ability to perform a due diligence investigation into the manufacturing, production, testing and delivery as performed by NICE up to and including the date hereof, that it has in fact performed such an investigation and that based upon the outcome thereof, it believes that it has the professional and other capabilities to perform the Manufacturing Outsourcing Services as set forth herein in a professional and workmanlike manner.\n\n 9.3. Contractor further warrants that it is duly licensed, authorized, or qualified to do business and in good standing in every jurisdiction in which a license, authorization, or qualification is required for the ownership or leasing of its assets, of the transactions of business of the character transacted by it except where the failure to be so licensed, authorized, or qualified would not have a material adverse effect on Contractor's ability to fulfill is obligations under this Agreement.\n\n 9.4. PRODUCT WARRANTY. Contractor warrants to NICE that each of the Products manufactured, configured or tested by Contractor will have been manufactured, configured and tested in conformance with the Specifications therefor as provided by NICE and be free from defects in workmanship or material for the Warranty Period. It is\n\n\n\n\n\n clarified for the avoidance of doubt, that the aforesaid warranty of Contractor for the Products applies to the entire Product, including components and workmanship, except when the defect or malfunction results from the design, NICE Software or the Nice Components supplied by NICE under this Agreement if Contractor cannot obtain warranty service for same from the supplier (and Contractor shall notify NICE accordingly), for which NICE shall be responsible.\n\n 9.5. Contractor shall be responsible for procurement of components as set forth herein, inspection of components, and safe handling of the components while in-house at Contractor's premises.\n\n 9.6. RMA. Should a Product fail to be in conformity with the above warranties during the Warranty Period, NICE shall deliver the Product to Contractor at its expense, Contractor shall repair or replace the Product at no charge (as set forth in Section 9.7 below), and will cover all shipment and delivery costs of therepaired or replaced Product from Contractor's facility to NICE' Customer location (whether in Israel or abroad). In the case that the determination according to Section 9.9 below, is that Contractor's warranty hereunder does not apply, NICE will bare all shipment and delivery costs of the Product/s and their return, and of any repair/replacement costs if requested by NICE, according to APPENDIX C. Detailed procedures to be executed by Contractor concerning the repair of defective/malfunctioning Products subject to the warranty hereunder are included in APPENDIX N - Return Material Authorization (RMA).\n\n 27\n\n 9.7. WARRANTY SERVICE. Contractor shall replace any such Product with a new Product except when the defect is in the NICE proprietary boards, in which case Contractor may repair the Product. Contractor will deliver the repaired or replacement unit to NICE, within seven (7) Days of Contractor's receipt of such Product or parts thereof. NICE may require a shorter repair and replacement time for up to ten percent (10%) of the returned Products for warranty service, and Contractor shall use its best reasonable commercial efforts to accommodate same.\n\n NICE shall provide Contractor a spares forecast for warranty requirements for the period up and until July 1, 2002. If during such period, the spare parts required for warranty service alone exceed the spares forecast provided by NICE, NICE shall sell Contractor the missing spares at the prices specified in APPENDIX C. Nevertheless, NICE shall have no liability in the event the spares forecast exceeds the actual spares used during that period. As of July 1, 2002 purchasing of spares in order to comply with the warranty obligations shall be the sole responsibility of Contractor and no forecast shall be provided.\n\n On or about July 1, 2002 the parties will review the said 7 days timetable, and any changes in such timetable shall need to be agreed in advance in writing, both Parties acting reasonably and in good faith. Nothing contained in the foregoing shall obligate NICE to change such warranty timetable since its Customer obligations are dependent on it.\n\n The units of Products for which action may be required under this warranty shall be returned to Contractor's manufacturing facility, at NICE' expense, with an accompanying Contractor supplied RMA and correction / replacement time shall commence upon return of the defective Product to Contractor's facility. The RMA will include a packing slip only and will not include an invoice.\n\n 9.8. ADVANCED RMA. From time to time, NICE may request that the Contractor supply RMA to NICE Customers prior to receipt by Contractor of the failed Products. In such event, replacement time shall be 7 Days of receipt of the RMA and NICE will be responsible for the return of the failed Product or parts thereof, respectively, to the Contractor within sixty (60) Days from the delivery of the said RMA. If the failed Product is not returned within same period, Contractor shall invoice NICE for the replaced Product supplied.\n\n 9.9. DETERMINING DEFECT SOURCE. NICE and Contractor will use their best commercial efforts to determine whether a defect in a unit of Product exists and the reason for such defect. In the event of dispute\n\n 28\n\n whether the source of a defect is subject to Contractor's warranty as detailed in Section 9.4, the parties will assign a joint MRB (Material Review Board) team to determine the source of defect, whose decisions must be mutually agreed to by both parties. NICE shall perform any investigation/examination reasonably requested by Contractor. In the event that the joint MRB team can not reach a mutually agreed decision, Contractor shall be deemed responsible for the warranty repair or replacement, unless Contractor proves otherwise, and NICE shall supply Contractor with all necessary information to assist in\n\n\n\n\n\n such determination. It is clarified that in the event of a dispute as aforementioned regarding the source of a defect, Contractor shall, nevertheless, continue its warranty obligations in a timely manner and will not withhold delivery of repaired and replaced Products, but may demand further investigation by the MRB team as above.\n\n 9.10. WARRANTIES PROVIDED BY THIRD PARTIES. If and to the extent warranties provided by third parties for components or sub-assemblies (forming an integral part of the defective Product sold to NICE hereunder) that Contractor/anyone on its behalf purchases under this Agreement, exceed the Warranty Period hereunder, Contractor shall ensure that NICE will benefit from such warranties included in agreements with suppliers as detailed in Section 2.2 above and use its best reasonable commercial efforts so that NICE may benefit from such warranties included in agreements with suppliers as detailed in Section 2 above, at Contractors' expense. Contractor will cooperate with NICE in its efforts to exercise its rights under such warranties for their entire duration. The aforementioned shall apply both during and after the term of this Agreement.\n\n 9.11 POST-WARRANTY RMA. Contractor shall provide post-Warranty RMA services to NICE in accordance with the procedures in APPENDIX N and the prices in APPENDIX C.\n\n9A. NICE REPRESENTATIONS AND WARRANTIES\n\n 9A.1. NICE hereby warrants to Contractor that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; that no impediment exists to NICE entering into this Agreement, and no other agreement has been or will be made with any third party which will have a detrimental effect on NICE' ability to fulfill its obligations under this Agreement.\n\n 9A.2 NICE hereby warrants to Contractor that it has the financial ability to perform its obligations under this Agreement.\n\n 29\n\n10. AUDIT AND ACCESS\n\n 10.1. REPORTS. Contractor shall provide to NICE periodical reports in the format acceptable by NICE and agreed by Contractor, which shall be submitted each week, unless agreed otherwise in writing. In addition, NICE may request other reports pertaining to the Outsourcing Manufacturing Services and Contractor will promptly comply with such requests, to the extent reasonable.\n\n 10.2. GENERAL. NICE shall have the rights to conduct audits of the Manufacturing Outsourcing Services and related facilities, systems, and records as set forth in this Section 10 for the purpose of auditing Contractor's compliance with the provisions of this Agreement, all subject to the limitations below. The audits shall include the physical equipment designated for the Manufacturing Outsourcing Services provided hereunder, the facility at Contractors' premises designated for the Manufacturing Outsourcing Services including the finished goods warehouse, the inventory designated for the Manufacturing Outsourcing Services provided hereunder and any records, supporting documentation, equipment and information pertaining solely to NICE and this Agreement, provided that with regard to records pertaining to inventory/components, in addition to the particulars detailed in Sections 2.2 and 2.3, NICE will have access to the ERP system at Contractor's facility only (including for the avoidance of doubt, the modules of the ERP system dealing with invoices and invoicing). No documents or data of any kind, or any copies, may be removed from Contractor's facility and all audits shall be performed within such facility only.\n\n 10.3. Such audits are expected to occur frequently given the significant security and business practices concerns inherent in the Manufacturing Outsourcing Services and NICE shall have the sole discretion, not to be unreasonably applied, to determine the frequency. NICE agrees to conduct the audits in a reasonable manner so as not to cause undue disruption to Contractor's provision of the Manufacturing Outsourcing Services and such audits shall be conducted during business hours, and shall be coordinated with Contractor. In the course of such audits Contractor shall provide, and shall cause its Permitted Subcontractors to provide, such auditors any reasonable assistance that they may require. Such reasonable assistance shall be provided as part of the Manufacturing Outsourcing Services.\n\n 10.4. If any audit by an auditor designated by NICE results in Contractor being notified that it or its Permitted Subcontractors are not in compliance with any law or regulation, Contractor shall, and shall cause its Permitted Subcontractors to, take actions to comply with such law or regulation, at Contractor's or its Permitted Subcontractor's expense.\n\n 30\n\n 10.5. RESULTS OF AUDITS. If, as a result of an audit, NICE determines that Contractor has undercharged or overcharged NICE, NICE shall notify Contractor in writing of the amount of such undercharge or overcharge,\n\n\n\n\n\n and shall specify the relevant data and the reasoning for its determination. If Contractor agrees in writing, an appropriate adjustment shall promptly be paid to NICE or Contractor. In the event Contractor believes that it has complied with the relevant law, regulation or this Agreement, and has not overcharged or undercharged NICE, it shall so notify NICE in writing upon receipt of NICE' audit results shall specify the relevant data and the reasoning for its determination and the parties will attempt to determine the issue in mutual consent.\n\n 10.6. CONTRACTOR RECORD RETENTION AND ACCESS. As part of the Manufacturing Outsourcing Services, Contractor shall (1) retain records and supporting documentation detailed in Section 10.2 above if and to the extent such record retention is required by tax or similar authorities, and/or exists in the ERP system, and/or is common practice in the industry, including but not limited to - production files for the following periods: 7 years for records required by tax or similar authorities and ERP data, 3 years for production files, otherwise as required by law or as is the common practice, and (2) upon notice of no less than five (5) Days from NICE, provide NICE and its designees with reasonable access to such records and documentation for the purpose of conducting NICE' business and reporting. Such access shall only be provided to audit personnel who have signed towards Contractor a non-disclosure undertaking incorporating terms which are substantially the same as those in APPENDIX E.\n\n 10.7 All audits of all kind by NICE shall be subject to the confidentiality obligations of NICE to Contractor detailed in this Agreement.\n\n11. SAFETY AND SECURITY, FACILITIES, NON-GENERIC EQUIPMENT\n\n 11.1. SAFETY AND SECURITY. Contractor shall maintain and observe, at its premises, all the safety and security requirements detailed in APPENDIX H and ascribed by law.\n\n 11.2. SECURITY SERVICES. Contractor shall institute, maintain, and monitor security services for all Manufacturing Outsourcing Services in accordance with APPENDIX H.\n\n Contractor's security procedures shall be subject to audit as set forth in Section 10.\n\n 11.3. FACILITY. Contractor's facility at which the Manufacturing Outsourcing Services will be performed shall comply, at a minimum, with the requirements set forth in APPENDIX H.\n\n 31\n\n 11.4. APPROVAL OF LOCATION. NICE shall have the right to approve or disqualify each location at which Contractor is providing any of its services hereunder. Contractor agrees that the Manufacturing Outsourcing Services will be performed in a dedicated space in Contractor's facility in which no production of competing products will be conducted. Access to the NICE production lines will be limited only to Contractor's employees performing the Manufacturing Outsourcing Services and NICE representatives.\n\n 11.5. NON GENERIC EQUIPMENT. During the term of this Agreement, the Non Generic Equipment shall be furnished to Contractor (without charge) and used in Contractor's premises for purposes of performing its various obligations under this Agreement, according to the terms hereof. Such Non Generic Equipment shall:\n\n (1) Be clearly marked and identified as NICE' property.\n\n (2) Be safely stored, adequately maintained and insured against loss or damage under Contractor's existing policies detailed in APPENDIX D. In the event such Non Generic Equipment is damaged, lost or destroyed, Contractor shall be liable towards NICE to repair or replace such equipment (at Contractor's choice).\n\n (3) Remain the sole property of NICE, and therefore shall be kept free of liens and encumbrances imposed on Contractor's property.\n\n (4) Be returned to NICE upon request, or upon termination of this Agreement, at the same condition as originally furnished to Contractor except for normal wear and tear. Notwithstanding anything to contrary, if NICE requests to have the Non Generic Equipment returned thereto prior to the termination of the relevant services hereunder, Contractor shall have no liability or obligation for the performance of any obligations hereunder for which such Non Generic Equipment is reasonably required. Contractor shall notify NICE in writing in detail of the aforementioned, promptly upon NICE' request to receive the Non Generic Equipment.\n\n (5) Be used according to NICE' written instructions and information concerning such Non Generic Equipment.\n\n (6) Shall not be used by Contractor for any other purpose except for NICE' needs and shall be dedicated for performance of this Agreement.\n\n (7) Nevertheless, NICE may request Contractor to purchase some Non Generic Equipment by itself and in such event Contractor shall\n\n\n\n\n\n invoice NICE for the purchase price. Such equipment shall be deemed for all purposes as part of the Non Generic Equipment and shall be sold to NICE upon termination of this Agreement for any reason, at a total sale price of 1$.\n\n 32\n\n12. CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY AND INTELLECTUAL PROPERTY INDEMNIFICATION, PUBLICITY\n\n 12.1 OWNERSHIP AND LICENSE RIGHTS. NICE or its customers, partners, suppliers, and contractors shall be the sole owner of all NICE Proprietary Information and NICEIntellectual Property (as defined below) to which Contractor has access in the performance of the Manufacturing Outsourcing Services including but not limited to - in connection with the Products. Except for the licenses granted herein, Contractor or anyone on its behalf shall not acquire any right, title, or interest to the NICE Proprietary Information and/or NICE Intellectual Property. Especially, but without limitation, NICE shall remain the owner of all NICE Proprietary Information and NICE Intellectual Property in connection with the design of the Products and the NICE Software. For the purposes hereof, NICE INTELLECTUAL PROPERTY shall mean Intellectual Property conceived, created, reduced to practice or developed by NICE and/or for NICE by a third party, and/or for NICE by Contractor (including anyone on its behalf) in accordance with this Agreement, for the purpose of performing the Manufacturing Outsourcing Services.\n\n 12.2. CONFIDENTIALITY BY CONTRACTOR. Contractor will provide the Manufacturing Outsourcing Services in a manner that complies with the Confidentiality requirements of APPENDIX E. Contractor shall not: transfer to others, copy or duplicate, sub-license, sell, publish, display or otherwise make available in any form or disclose, the NICE Proprietary Information and/or the NICE Software and/or the NICE Intellectual Property, to any third party, except to suppliers/manufacturers of components and/or sub assemblies that require specifications for their supply, in which case they shall be required by Contractor to execute a Confidentiality Agreement in the form of APPENDIX E VIS-A-VIS NICE. Contractor shall use the same degree of care with respect to NICE Proprietary Information as it uses in protecting its own proprietary information and trade secrets.\n\n Without derogating from the aforementioned, Contractor shall not, in any way or manner, directly or indirectly, engineer, reverse engineer, compile, decompile or reverse assemble the NICE Software, or analyze or otherwise examine the NICE Software for the purpose of reverse engineering.\n\n 12.3. In addition, Contractor shall not disclose the NICE Proprietary Information to any Personnel, except on a need to know basis as required in order to implement this Agreement. Contractor undertakes to procure that its Personnel and Permitted Subcontractors engaged in performance of this Agreement (except subcontractor's employees who do not have access to the NICE production lines at Contractor's premises), and reasonably designated by NICE in advance in writing, have signed a non-disclosure agreement in the form of APPENDIX E, prior to receipt of any NICE Proprietary Information.\n\n 33\n\n 12.3A Notwithstanding anything to the contrary, Contractor shall have no liability with respect to disclosure of NICE Proprietary Information if such information came into the possession of the Contractor independently of this Agreement, through a breach of obligation of secrecy of a third party to NICE, of which Contractor was not aware and should not have been aware if Contractor had exercised due care.\n\n 12.4. CONFIDENTIALITY BY NICE. NICE shall not: transfer to others, copy or duplicate, sub-license sell, publish, display or otherwise make available in any form or disclose, the Contractor's Proprietary Information, to any third party, except for the purpose of performing this Agreement. NICE shall use the same degree of care with respect to such Contractor's Proprietary Information as it uses in protecting its own proprietary information and trade secrets. All rights in Contractor's Proprietary Information, shall remain solely with Contractor. Notwithstanding the aforesaid, it is agreed that any manufacturing methods applied by Contractor, which are Contractor's Proprietary Information, may be used by NICE itself (including its Affiliates) (but may not be transferred/disclosed to any third party) and by signing this Agreement Contractor hereby grants NICE a personal, non exclusive, non transferable, perpetual license to use such manufacturing methods.\n\n 12.4A Notwithstanding anything to the contrary, NICE shall have no liability with respect to disclosure of Contractor Proprietary Information if such information came into the possession of NICE independently of this Agreement, through a breach of obligation of secrecy of a third party to Contractor, of which NICE was not aware and should not have been aware if NICE had exercised due care.\n\n 12.5. LEGAL OBLIGATION TO DISCLOSE. In the event a party is required to disclose Proprietary Information of the other party, by applicable law\n\n\n\n\n\n or by any government in the exercise of its lawful authority, the party so required shall (i) promptly notify the other party in writing, and, at the other party's expense: (ii) use reasonable and lawful efforts to resist making any disclosure of Proprietary Information not approved by the other party, (iii) use reasonable and lawful efforts to limit the amount of Proprietary Information to be disclosed pursuant to any such disclosure, and (iv) cooperate with the other party to obtain a protective order or other appropriate relief to minimize the further dissemination of any Proprietary Information to be disclosed pursuant to any such disclosure.\n\n 12.6. INTELLECTUAL PROPERTY INDEMNIFICATION BY CONTRACTOR. Contractor shall indemnify, hold harmless and defend NICE from and against any and all damages (including all damages awarded to a third party and payable by NICE), costs, losses, and expenses (including settlement awards and reasonable attorney's fees) arising from any claim or suit made against NICE or a third party which NICE is obligated to indemnify, by a third party based on the allegation that the Products infringe or violate any Intellectual Property right due to the components and/or sub assemblies supplied by Contractor hereunder and/or the manufacturing processes and methods as performed by Contractor hereunder. Contractor shall include in all its agreements with suppliers/ manufacturers provisions regarding Intellectual Property indemnification substantially similar to those included in this Agreement, providing inter alia that they are freely assignable to NICE without any modification or consent.\n\n 34\n\n Nevertheless, in the event NICE designates specific components to be purchased by Contractor hereunder and the manufacturer/supplier of such NICE designated components refuses to grant Contractor indemnification for infringement of Intellectual Property rights, despite Contractor performing its best reasonable commercial efforts to obtain such indemnification (which Contractor shall prove to NICE by submission of copies of its correspondence with the manufacturer including the manufacturer's response), then if NICE approves purchase of such components, Contractor shall not be responsible for Intellectual Property indemnification due to those specific components.\n\n For the removal of doubt, Contractor shall not be liable for any infringement of an Intellectual Property right due to any NICE Proprietary Information, NICE Intellectual Property, NICE Software, Non Generic Equipment (if used in accordance with the instructions provided by NICE), and due to performance as is of NICE written instructions including specifications and design.\n\n Contractor's indemnification as provided under this Section shall apply only if: Contractor is notified promptly in writing of any notice of a claim or of a threatened or actual suit; and is given control of the defense thereof and all related settlement negotiations; and, NICE provides, at Contractor's request and expense, all reasonable cooperation and assistance for the defense and negotiations of the claim. Nevertheless, in the event the claim or suit is based on the allegation that the Products infringe or violate any Intellectual Property right due to the components and/or sub assemblies supplied by Contractor hereunder which were designated by Nice as aforementioned, and the supplier / manufacturer of the infringing component has an indemnity undertaking as above towards Contractor; (i) which is assignable to NICE and Contractor promptly assigns to NICE such indemnification undertaking from its supplier / manufacturer; (ii) which is unassignable to NICE but Contractor notifies NICE promptly in writing of any notice of the claim or of a threatened or actual suit; and gives NICE on behalf of Contractor and NICE' chosen counsel control of the defense thereof and all related settlement negotiations; then in both such instances Contractor shall not be responsible for Intellectual Property indemnification with respect thereto. In all other events, Contractor shall conduct the litigation as aforementioned.\n\n 12.7. Following establishment of infringement of Intellectual Property by a competent authority including at interlocutory proceedings, whether Contractor is responsible therefor or not, NICE may issue an ECR and Contractor will handle such ECR and the corresponding ECO promptly in accordance with Sections 3.10, 3.11.\n\n 12.8. INTELLECTUAL PROPERTY INDEMNIFICATION BY NICE. NICE shall indemnify,\n\n 35\n\n hold harmless and defend Contractor from and against any and all damages (including all damages awarded to a third party and payable by Contractor), costs, losses, and expenses (including settlement awards and reasonable attorney's fees) arising from or in connection with any claim or suit made against Contractor or a third party which Contractor is obligated to indemnify, by a third party based on an allegation that the Products and/or the NICE Software infringe or violate any Intellectual Property right, including due to the use of any NICE Proprietary Information, NICE Intellectual Property, NICE Software, Non Generic Equipment (if used in accordance with the instructions provided by NICE), or due to performance as is of any NICE written instructions including specifications and design, but\n\n\n\n\n\n excluding any allegation that the Products infringe or violate any Intellectual Property right due to the components and/or sub assemblies supplied by Contractor hereunder and/or the manufacturing processes and methods as performed by Contractor hereunder for which Contractor is liable as per Section 12.6. above.\n\n NICE' indemnification as provided under this Agreement shall apply only if: NICE is notified promptly in writing of any notice of a claim or of a threatened or actual suit; and is given control of the defense thereof and all related settlement negotiations; and, Contractor provides, at NICE' request and expense, all reasonable cooperation and assistance for the defense and negotiations of the claim.\n\n 12.9. EMPLOYEE AND CONTRACTOR INDEMNIFICATION. Each of the parties agrees that it will indemnify the other party against any and all claims hereafter brought or asserted by any person against the other party relating to any alleged or actual action or omission to act by the indemnifying party arising from, or in connection with, such person's status as an employee or independent Contractor of the indemnifying person or the termination of such status.\n\n 12.10. PUBLICITY. Except with the express written consent of NICE, Contractor shall not make any press announcement or publicize this Agreement or any matters relating to any of the transactions contemplated hereby or use NICE' name or trademark in any way whatsoever, except to the extent required to comply with applicable laws or governmental regulations, provided that Contractor acts according to Section 12.5.\n\n13. INSURANCE\n\n 13.1. Contractor shall be liable for the total or partial loss of or damage to the components and/or the Products in so far as such loss or damage has occurred while in Contractor's possession and until delivery of the Products to NICE' freight forwarder at Contractor's facility.\n\n 36\n\n 13.2. Without limiting any of the obligations or liabilities of Contractor, whether under this Agreement or by law, subject to any limitations hereunder, Contractor shall maintain, and shall cause any subcontractors engaged by Contractor to provide services under this Agreement to maintain, at Contractor's own expense, as long as this Agreement is in effect, insurance policies of the kind and limits as set forth in APPENDIX D to this Agreement. The expense of such insurance shall be borne by Contractor. The Contractor shall keep in force the policies specified in sections 1 and 3 to the Insurance Certificate valid as long as Contractor's legal liability EXISTS IN CONNECTION WITH OPERATIONS ACCORDING TO THE AGREEMENT.\n\n It is Contractor's responsibility to ensure that the insurance requirements set forth in APPENDIX D to this Agreement remain in effect for the term of this Agreement.\n\n 13.3. Within ten (10) Days of the execution of this Agreement, Contractor shall furnish to NICE certificates of insurance evidencing full compliance with the insurance requirements as set forth in APPENDIX D to this Agreement. Certificates of Insurance shall be kept current throughout the entire term of this Agreement.\n\n 13.4. The carrying of any insurance required hereunder shall not be interpreted as relieving Contractor of any responsibility and/or undertaking to NICE according to the provisions of this Agreement or by law. Contractor shall give prompt notice of all losses or claims of which Contractor has knowledge which may be in any way related to this Agreement and Contractor shall assist and cooperate with any insurance company in the adjustment or litigation of all claims arising under this Agreement or by law and indemnifiable by Contractor under this Agreement or by law.\n\n 13.5. NICE shall include in its property policies a waiver of subrogation clause against the Contractor, its directors and any one on its behalf, provided that such waiver will not be valid towards a person which caused malicious damage.\n\n14. [Deleted]\n\n15. FUNDAMENTAL BREACH AND REMEDIES\n\n 15.1. Except as provided in Sections 15.2 and 15.3, any breach by any Party of this Agreement which was not remedied within forty-five (45) Days from the date of notice, shall be regarded as a fundamental breach.\n\n 15.2. Notwithstanding the aforementioned in Section 15.1, any delay in the Due Date and/or Shipment Date, which was not remedied within thirty (30) Days from the date of notice for the first delay, and any subsequent delay upon notice (i.e. any second delay, even if the first one was less then 30 days) shall be regarded as a fundamental breach.\n\n 37\n\n 15.3. Notwithstanding the aforementioned in Section 15.1, unjust delay in payment by NICE exceeding sixty (60) Days from the date of notice for the first delay, exceeding seven (7) Days from the date of notice for\n\n\n\n\n\n the second delay (i.e. any second delay, even if the first one was less then 60 days) and exceeding the date of notice for any subsequent delay (i.e. any subsequent delay, even if the second one was less then 7 days) , shall be regarded as a fundamental breach. Notwithstanding, any delay in any payment by NICE shall bear a default interest, as of the first Day of delay, to be compounded daily, at the rate applicable at Bank Hapoalim B.M. at the relevant time for unauthorized overdrawn current accounts.\n\n 15.4. Notwithstanding anything to the contrary contained herein or otherwise, Contractor's liability to NICE for any indirect, special, incidental, exemplary or consequential damages as a result of any claim arising under this Agreement or in connection therewith, regardless of whether Contractor has been advised of the possibility of such damages, shall not exceed five million US dollars ($5,000,000) in the aggregate for all claims, except for infringement of Intellectual Property rights for which Contractor is liable under Section 12.6. This Section shall not be construed or used in the construction of this Agreement as imposing on Contractor any liability for which it is not otherwise liable. Further, this Section shall not be construed as derogating from any applicable law which cannot be changed or waived by contract.\n\n 15.5. Notwithstanding anything to the contrary contained herein, NICE' liability to Contractor for any indirect, special, incidental, exemplary or consequential damages as a result of any claim arising under this Agreement or in connection therewith, regardless of whether NICE has been advised of the possibility of such damages, shall not exceed five million US dollars ($5,000,000) in the aggregate for all claims, except for infringement of Intellectual Property rights for which NICE is liable under Section 12.8. This Section shall not be construed or used in the construction of this Agreement as imposing on NICE any liability for which it is not otherwise liable. Further, this Section shall not be construed as derogating from any applicable law which cannot be changed or waived by contract.\n\n16. TERM AND TERMINATION\n\n 16.1. TERM AND TERMINATION. The initial term of this Agreement shall commence on the Effective Date and extend for three (3) years thereafter (INITIAL TERM), with an automatic renewal for an indefinite period of time (EXTENDED TERM), unless terminated by the parties according to Sections 16.2. or 16.3. herein.\n\n 16.2. Notwithstanding the aforesaid in Section 16.1. and any possible implication to the contrary herein or as a result of the course of conduct of the parties, NICEshall be entitled, at its sole discretion, to terminate this Agreement, in whole or in part, at any time during the Initial Term or the Extended Term, with or without cause, upon a prior written notice of termination to Contractor of not less than forty-five (45) Days.\n\n 38\n\n 16.3. Notwithstanding the aforesaid in Section 16.1. and any possible implication to the contrary herein or as a result of the course of conduct of the parties, Contractor shall be entitled, at its sole discretion, to terminate this Agreement only during the Extended Term, with or without cause, upon a prior written notice of termination to NICE of not less than six (6) months.\n\n 16.4. Either party shall be entitled to terminate this Agreement, following a fundamental breach of this Agreement by the other party.\n\n 16.5. Either party shall be entitled to terminate this Agreement upon the other party seeking an order for relief under the bankruptcy laws of the State of Israel or similar laws of any other jurisdiction, a composition with or assignment for the benefit of creditors, or dissolution or liquidation. NICE shall be entitled to terminate this Agreement upon the merger or acquisition of all or substantially all the business or assets of Contractor (except if within the Flextronix's group and provided Contractor remains an Israeli entity).\n\n 16.6. EFFECT OF TERMINATION.\n\n 16.6.1. Upon notice of termination of this Agreement for any reason whatsoever, the parties shall execute rapidly and efficiently the procedure for termination of the Manufacturing Outsourcing Services by Contractor and the transfer of production to NICE as set forth hereunder and agreed between the parties, provided that Contractor will not be required to incur additional costs for the purpose of assisting NICE in the case of termination. During the notice period, Contractor will continue performance of the Manufacturing Outsourcing Services regarding all PO's received according to the Forecast and will, simultaneously, assist NICE and cooperate with it in the transfer of the Manufacturing Outsourcing Services to NICE or anyone designated by NICE and NICE will continue in performing all its obligations hereunder.\n\n 16.6.2. Upon termination of this Agreement for any reason whatsoever, without derogating from the generality of the aforesaid, NICE shall be entitled to receive from Contractor, at no charge, subject to the confidentiality obligations hereunder and Contractor's Proprietary Information, all information, know-how, samples, documentation and data, in any form or medium, in\n\n\n\n\n\n connection with the Manufacturing Outsourcing Services, whether prepared by NICE or by Contractor, and all NICE Proprietary Information which is in the possession of Contractor or anyone on its behalf, including its Permitted Subcontractors. Upon termination of this Agreement, Contractor shall return any such information to NICE notwithstanding the provisions of Section 10.6. above.\n\n 39\n\n 16.6.3. Upon termination of this Agreement for any reason whatsoever, all Non Generic Equipment and NICE Returned Components as detailed in Section 3.12. above, will be immediately returned to NICE.\n\n 16.6.4. It is clarified that upon termination, for any reason whatsoever, Contractor shall still be obligated to supply warranty services according to this Agreement to all Products supplied, this for the duration of the Warranty Period for each Product and the relevant provisions of this Agreement applying to warranty shall survive termination.\n\n 16.7. EFFECT OF TERMINATION. Upon termination of this Agreement, except in the event of termination by NICE due to breach by Contractor, NICE shall pay Contractor as follows: (i) 100% of the contract price for all finished Products in Contractor's possession or which have been delivered/being delivered to NICE, which are subject to a Purchase Order in accordance with the terms of this Agreement; (ii) 104% of the cost in APPENDIX C of all inventory of Permitted Components in Contractor's possession, which are not returnable to the vendor / supplier according to APPENDIX C or usable for other customers (as determined by Contractor in its sole discretion), whether in raw form or work in process; (iii) 104% of the cost in APPENDIX C of all inventory and inventory on order of Permitted Components which is not cancelable according to APPENDIX C; (iv) any vendor cancellation charges incurred with respect to inventory of Permitted Components accepted for cancellation or return by the vendor, and (v) disassembly charges and payments as per Section 3.8 (Cancellation of PO) resulting from the cancellation of PO's due to termination, and (vi) 100% of any other costs and payments payable by NICE hereunder at the time of termination under the specific provisions of this Agreement. Contractor will use reasonable commercial efforts to return unused inventory and to cancel pending orders for such inventory, and to otherwise mitigate the amounts payable by NICE hereunder.\n\n 16.8. Upon termination of this Agreement by NICE due to breach by Contractor, NICE shall be obligated to pay Contractor as follows: (i) 100% of the contract price for all finished Products in Contractor's possession for which the Due Date has occurred and which have been supplied to NICE' freight forwarder, which are subject to a Purchase Order in accordance with the terms of this Agreement; (ii) 100% of the cost in APPENDIX C of all inventory of Permitted Components in Contractor's possession, which are not returnable to the vendor / supplier according to APPENDIX C or usable for other customers (as determined by Contractor in its sole discretion); provided however that in the event Contractor fails to supply the Products and/or Permitted Components to NICE, for any reason whatsoever, within 14 days after receipt of NICE' request, NICE shall be released from the obligation to pay for the Products and /or Permitted Components as provided for above. (iii) 100% of the cost in Appendix C of all inventory and inventory on order of Permitted Components, which is not cancelable according to Appendix C. Contractor will use reasonable commercial efforts to return unused inventory and to cancel pending orders for such inventory, and to otherwise mitigate the amounts payable by NICE hereunder.\n\n 40\n\n 16.9. Neither party shall have any other liability, including payment obligations, resulting from the termination for convenience of this Agreement.\n\n17. MISCELLANEOUS.\n\n 17.1. ENTIRE AGREEMENT. This Agreement, Schedules, Exhibits and Appendices constitute the entire agreement between the parties in connection with its subject matter and supersede all prior communications and agreements between the parties relating to its subject matter. Notwithstanding anything to the contrary, no documents, procedures, methods or policies shall bind the Parties unless they are in writing and signed by both parties, except that all the technical documentation included in the PDM System may be changed as provided in Section A (xxxii). Any change in NICE' procedures or policies, shall bind Contractor after it is notified of same, unless the change is material, in which case Contractor can object to the change on reasonable grounds detailed in writing.\n\n 17.2. AMENDMENT. This Agreement may only be amended, varied or modified by the prior agreement in writing of NICE and Contractor. Any such amendment, variation or modification shall be binding upon the parties and upon their successors and assigns. Work procedures and technical documents may be signed by any representative on behalf of each of the parties and need not be signed by authorized signatories of the parties.\n\n\n\n\n\n 17.3. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party shall in any way sell, transfer, assign, sub-contract or otherwise dispose of any of the rights, privileges, duties and obligations granted or imposed upon it under this Agreement. However, NICE may, at its discretion, transfer and/or assign any of its rights, privileges, duties and obligations granted or imposed upon it under this Agreement to any NICE Affiliate, provided that NICE remains responsible towards Contractor, jointly and severally with the Affiliate, for all of its obligations hereunder so assigned, and provided further that the assignee signs this Agreement.\n\n 41\n\n It is further clarified that NICE may choose, by written notice to Contractor, to enable any NICE Affiliate to act on NICE' behalf and in its name under this Agreement directly VIS-A-VIS Contractor, without relieving NICE as the sole contractual party from responsibility for performance of the Agreement. Notwithstanding the foregoing, Upon NICE' prior written approval and upon the terms and limitations of such approval, Contractor may sub-contract some of its obligations (PERMITTED SUBCONTRACTORS), provided, however, that Contractor shall remain obligated under this Agreement. Contractor shall provide to NICE material qualifications and identification details of such Permitted Subcontractors. Contractor shall at all times remain fully responsible for the performance of all obligations of Contractor hereunder, jointly and severally with the Permitted Subcontractors. In selecting subcontractors to assist Contractor in the performance of this Agreement, Contractor shall comply with all reasonable NICE vendor screening requirements which are provided to it, and Contractor shall also comply with its own vendor screening requirements.\n\n 17.4. SEVERABILITY. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be separable from the remainder of the provisions hereof which shall continue in full force and effect as if this Agreement had been executed with the invalid provisions eliminated.\n\n 17.5. FORCE MAJEURE.\n\n 17.5.1. Neither party shall be liable to the other for any delay in performance or failure to perform, in whole or in part, due to war or act of war (whether an actual declaration is made or not), riot, civil commotion, act of public enemy, fire, flood, or other act of God, act of any governmental authority, or similar causes beyond the reasonable control of such party which could not have been foreseen or prevented. If any event of force majeure occurs, the Party affected by such event shall promptly notify the other Party of such event in writing and take all reasonable actions to avoid the effect of such event.\n\n 17.5.2. Nevertheless, if any event of force majeure occurs for a consecutive period of fourteen (14) Days preventing Contractor from performing the Manufacturing Outsourcing Services, and Contractor has not managed to set up the Manufacturing Outsourcing Services at the Backup Site, NICE may, at its discretion, elect to perform the Manufacturing Outsourcing Services or any part thereof by itself and/or through others, without derogating from its other rights and remedies, if applicable. In such event: (a) Contractor shall assist NICE by putting at its use, at NICE' request, Contractor Personnel who are involved in the performance of this Agreement, to the extent possible, at a charge to be agreed based on the labor rates in APPENDIX C; (b) without derogating from any other obligations of NICE hereunder as at such date to purchase Permitted Components, NICE shall purchase from Contractor the additional Permitted Components in Contractor's inventory, which are required, at NICE' discretion, for manufacturing during the force majeure period. The price and payment terms for purchase of such Permitted Components shall be according to the provisions of Section 3.4(A) above, which shall apply mutatis mutandis.\n\n 42\n\n 17.5.3. If the event of force majeure exists for more than 90 days, each party shall have the right to terminate this Agreement and the provisions of Sections 16.2. and 16.3. regarding the notice period required shall apply mutatis mutandis, and thereafter Section 16 regarding effects of termination shall apply.\n\n 17.6. RELATIONSHIP. NICE and Contractor acknowledge and agree that this Agreement shall not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership relationship or formal business organization of any kind and neither Contractor and/or NICE shall have the right to bind the other without the other's express prior written consent. Contractor will render the Manufacturing Outsourcing Services as an independent contractor and no employee - employer relationship shall exist between Contractor and/or the Personnel and/or anyone on its behalf and NICE.\n\n 17.7. MANAGEMENT CHANGES. Contractor shall notify NICE immediately upon the occurrence of any material change in the conduct of business of Contractor or in the composition of its management, which has a\n\n\n\n\n\n material adverse affect on Contractor's ability to perform this Agreement.\n\n 17.8. WAIVER. The failure of either party to insist upon strict performance of any provision of this Agreement, or the failure of either party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by this Agreement. A waiver of any default shall not constitute a waiver of any subsequent default. No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing in accordance with the provisions of this Agreement.\n\n 17.9. DISPUTE RESOLUTION. Any dispute arising out of or relating to this Agreement or the breach, termination or validity thereof shall be settled in accordance with one of the following procedures. Contractor and NICE shall use the procedures in the following order of priority.\n\n 43\n\n 17.9.1. In the event of any dispute, controversy or claim of any kind or nature arising under or in connection with this Agreement (including but not limited to disputes as to the creation, validity, interpretation, breach or termination of this Agreement) (a DISPUTE), then upon the written notice of either Party, the Dispute will be submitted to the project manager on behalf of each party to be escalated, in case the parties are unable to resolve such Dispute, to the parties C.E.O.'s\n\n 17.9.2. Any dispute that the parties are unable to resolve pursuant to Section 17.9.1. within 30 Days, will be submitted exclusively to the competent courts in the Tel-Aviv-Jaffa District in Israel.\n\n 17.9.3. Without derogating from rights of termination as detailed in this Agreement, it is clarified that Contractor will continue to provide the Manufacturing Outsourcing Services and NICE shall continue to perform its obligations hereunder during any litigation, mediation or legal proceedings commenced pursuant to this Section 17.9. above and the existence of a Dispute shall not enable Contractor to stop work or services or otherwise not timely perform its obligations or enable NICE to stop payments or otherwise not timely perform its obligations.\n\n 17.9.4. The foregoing shall not affect the right of the parties to seek injunctions before the competent Court.\n\n 17.10. Wherever in this Agreement it is provided that the Parties agree to negotiate/review/change any term hereof (including prices), the parties will usetheir best commercial efforts and negotiate in good faith in order to reach such agreement. If the parties fail to agree, no change will be made to the last agreed terms and they shall continue to apply, except as otherwise specifically and explicitly provided herein, and except that the provisions of Section 8.2. and all its subsections will apply with regard to details included in APPENDIX C.\n\n 17.11. LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the state of Israel, without giving effect to choice of law rules.\n\n 44\n\n 17.12. SCHEDULES AND APPENDICES. Each Schedule and Appendix hereto is incorporated herein by this reference. The parties may amend any Schedule and Appendix from time-to-time by entering into a separate written agreement, referencing such Schedule and Appendix and specifying the amendment thereto, signed by an authorized representative of each of the parties.\n\n 17.13. SET-OFF. NICE shall only be entitled to setoff any amount due to Contractor against any amount due from Contractor to NICE, if the setoff amount is: (i) due according to this Agreement and is subject to an invoice lawfully issued hereunder; or (ii) liquidated damages according to this Agreement. In the event of setoff, Contractor shall receive, at the same time, a written notice signed by vice president operations of NICE detailing the setoff. Contractor shall not be entitled to setoff any amount due to NICE from Contractor hereunder against any amount due from NICE to Contractor according to this Agreement. The setoff provisions in this Agreement are in lieu of any setoff rights under any applicable law but shall not be construed as derogating from any other right or remedy.\n\n 17.14. LIEN. Each party hereby waives any right of lien it may have under applicable law.\n\n 17.15. COMMUNICATION AND NOTICES. Except as otherwise expressly provided in this Agreement, no communication from one party to the other shall have any validity under this Agreement unless made in writing by or on behalf of an authorized official of Contractor or, as the case may be, by or on behalf of an authorized official of NICE. Each party shall, from time to time, provide the other with a list of personnel designated as authorized officials for the purposes of this Section 17.15. Any notice or other communication which either party hereto is required or authorized by this Agreement to give or make to the other\n\n\n\n\n\n shall be given or made either by registered mail, or by courier or by facsimile transmission confirmed by electronic confirmation, addressed to the other party to the address referred to in the preamble. Notices shall be deemed delivered within seven (7) Days of dispatch of the notice by registered mail, or upon delivery by courier, or one Business Day after sent if sent by facsimile transmission.\n\nIN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written:\n\n /s/ /s/ ------------------------ ------------------------ NICE SYSTEMS LTD. FLEXTRONICS ISRAEL LTD.\n\n 45\n\n NICE SYSTEMS LTD. FLEXTRONICS ISRAEL LTD.\n\n(Nice-Nice Flex Master Manufacturing Outsourcing Agreement Final)\n\n 46 \nQuestion: 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?\nOutput:"
},
{
"from": "gpt",
"value": "119531"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task, you are given an input list A comprising of numbers and alphabets. You need to extract and sort the unique alphabets in the list. The alphabets in the input list will only be in lowercase. Return -1 if there is no alphabet in the input list.\nQ: ['7569', '4331', 't', 'g', 'u', '927', 'u', '3207', '355', 'x', 's', 'i', 'k', '175', 'd', 'o', 'o', 'f', 's', 'm', 'c', 'j', '9301', '363', '7355', 'k', 'r', 'a', '1455', '1179', '2113', '519', '2161', '6095', '3047', '7887', '2271']\nA:"
},
{
"from": "gpt",
"value": "a, c, d, f, g, i, j, k, m, o, r, s, t, u, x"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nYou are supposed to identify the category of a high-school level math question. There are five possible categories (1) algebra (2) arithmetic (3) measurement (4) numbers, and (5) probability. Use the following guidelines: (1) 'algebra' questions will typically contain letter variables and will ask you to find the value of a variable (2) 'arithmetic' questions will ask the sum, difference, multiplication, division, power, square root or value of expressions involving brackets (3) 'measurement' questions are questions that ask to convert a quantity from some unit to some other unit (4) 'numbers' questions will be about bases, remainders, divisors, GCD, LCM etc. (5) 'probability' questions will ask about the probability of the occurrence of something. A question must belong to only one category.\n\nCalculate 9/(6/2)*(-6)/18.\nOutput:"
},
{
"from": "gpt",
"value": "arithmetic"
}
] |
[
{
"from": "human",
"value": "Definition: You are given a review of Amazon's food products. Your task is to divide them into two classes: negative or positive, depending on the content of the review.\nInput: I have to watch my calories, but I tend to not be very successful if the food I eat is tasteless. I have enjoyed all six flavors of these Popchips and feel great eating them at 100 calories per bag. My favorites are Sour Cream & Onion and the Sea Salt and Vinegar flavors. In fact, they're so good I just want to keep eating them; and have to resist opening a second bag, because that really defeats the purpose! I like the variety pack and it's not a bad value.\nOutput:"
},
{
"from": "gpt",
"value": "Positive"
}
] |
[
{
"from": "human",
"value": "In this task, you need to count the number of words in a sentence that end with the given letter. Answer with numbers and not words.\nExample: Sentence: 'the street light is green in the city'. How many words end with the letter 't' in the sentence.\nExample solution: 2\nExample explanation: The words 'street', and 'light' end with the letter 't'. So, the answer is 2.\n\nProblem: Sentence: 'some long benches dry trees and a lamp post'. How many words end with the letter 'e' in the sentence.\n"
},
{
"from": "gpt",
"value": "Solution: 1"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task, you are given inputs k, i, and A, where k and i are integers and A is a list. You need to find every ith element of A starting from the kth element. The process stops when the position of the next ith element exceeds the length of the list.\nSee one example below:\nProblem: 2, 3, ['a', '34', 'f', '931', '7', '3432', '13245', '762']\nSolution: 34, 7, 762\nExplanation: Here, starting from 2nd element every 3rd element from the list are '34', '7', and '762'.\n\nProblem: 1, 8, ['8137', 'U', 'p', '8473', '3093', 'D', 'O', 'O', '5219', '6937', 'g', '3489', '2093', '8683', '8611', '1527', '1155', 'z', '7441', 'I', '251', 'H', 'R', 'c', '75', '7837', 'g', '9955', 'j', 'F']\nSolution:"
},
{
"from": "gpt",
"value": "8137, 5219, 1155, 75"
}
] |
[
{
"from": "human",
"value": "In this task, you're given a pair of sentences, sentence 1 and sentence 2. Your job is to determine if the two sentences clearly agree/disagree with each other, or if this can't be determined. Indicate your answer as yes or no respectively.\n\nInput: Consider Input: Sentence 1: Taking Steps to Meet Current and Emerging Human Capital Challenges Sentence 2: Human capital challenges cannot be met.\n\nOutput: yes\n\n\nInput: Consider Input: Sentence 1: There are occasional bullfights at the Plazas de Torosen Alcadia, Felanitx, Inca, and Muro; Menorca has no bullfights. Sentence 2: Menorca is a great place to visit to see bullfights.\n\nOutput: yes\n\n\nInput: Consider Input: Sentence 1: The IOC promises to stop this corruption by taking away delegates' voting rights and halting their visits to prospective host cities. Sentence 2: The IOC intends to stop this corruction, as promised.\n\n"
},
{
"from": "gpt",
"value": "Output: yes\n\n\n"
}
] |
[
{
"from": "human",
"value": "Teacher: In this task, five ordered key facts are given. All the given facts are expressed in natural language. Your job is to generate a story 100 to 1000 words long, that includes all the facts given as input in their order of appearance while expanding upon them to produce a broader, yet coherent, narrative.\nTeacher: Now, understand the problem? If you are still confused, see the following example:\nFact1: Ning returns to home village, Fact2: home village has fallen on desperate times, Fact3: rebel sisters and Moon After discover Elder Chu's pendant short skirmish, Fact4: father is being transported to place of execution, Fact5: Imperial High Monk Before arrives with entourage long\nSolution: Following the events of the first film, Ning (Leslie Cheung) parts ways with the Taoist Yin (Wu Ma) and returns to his home village, which has since fallen on desperate times. Fleeing from cannibals, Ning winds up being imprisoned. Sharing a cell with Elder Chu, a renowned scholar, Ning spends apparent months languishing in prison. On the day of Ning's execution, the scholar reveals that he has dug out an escape tunnel. He gives Ning one of his books and a pendant, and sends Ning through the tunnel. Ning obliviously steals the horse of Autumn (Jacky Cheung), a Taoist sectarian. When Ning stops for the night in an abandoned villa, Autumn catches up and the two sort out the misunderstanding. But in the middle of the night, rebel soldiers attack the two visitors. After a short skirmish, the rebel sisters Windy (Joey Wong) and Moon (Michelle Reis) discover Elder Chu's pendant. While Ning mistakes Windy for his love Siu Sin, whom she resembles, the rebels mistake Ning for the Elder Chu. The sisters explain that their father, Lord Fu (Lau Siu-Ming), was framed for a crime and is now being transported to the place of his execution. The rebels' mission is to free him. They set off and leave Ning and Autumn at the villa. The next night, the two discover that the villa actually is haunted by a demon. Autumn manages to injure it, but it flees. He gives pursuit, but without success. He emerges at daybreak on a dirt road, causing an altercation with an imperial convoy led by Fu (Waise Lee). Fu and Autumn battle to a stalemate, and then go their separate ways. Unbeknownst to Autumn, the convoy is the one carrying the sisters' father. Having failed to catch the convoy earlier, the rebels return to the haunted villa, waiting to ambush the convoy there. As the convoy enters, however, the demon returns as well. Maneuvering Fu into fighting the demon, the rebels are able to rescue the sisters' father. Before long, however, the Imperial High Monk arrives with his entourage. He incapacitates the rebels with a spell, which Autumn recognizes as an evil chant. Ning and Windy escape to seek the help of Yin, while Lord Fu, Autumn and Moon are captured by the monk. The captives are brought back to the High Monk's palace. Now suspicious, Fu enters the palace only to find the hollow corpses of the entire royal court inside. Recognizing that the monk is in reality a demon, Fu frees the captives and fights valiantly by himself to allow them time to recover. Lacking spiritual magic, however, Fu is not able to overcome the demon and is destroyed. Just then, Yin and the others arrive. The demon is forced to reveal its true form, a gigantic thousand-year-old centipede. Yin and Autumn are swallowed by the creature, and they separate their souls from their bodies in order to destroy it from the inside. Autumn, however, is not able to return to his body, and his soul floats away. The next day is the marriage of Windy to the Ma family. Ning runs down from his inn to the main street and tells Moon that he wishes Windy a long, happy marriage before leaving. In the desert, as Yin and Ning are about to continue their journey, they see two women approach on horseback, which happen to be Windy and Moon. Windy has escaped from her wedding and decides to leave with Ning\nReason: All the given five facts are present in the generated story in the same order that they appear in the input.\n\nNow, solve this instance: Fact1: Albert At addresses them closing of British Empire Exhibition at Wembley Stadium, Fact2: Bertie is called by family, Fact3: first session is not going well, Fact4: machine play significant part in role of Royal Family, Fact5: Edward as not marry her head of Church of England\nStudent:"
},
{
"from": "gpt",
"value": "At the closing of the British Empire Exhibition at Wembley Stadium, the Prince Albert, Duke of York, the second son of King George V, addresses them with a strong stammer. His search for treatment has been discouraging, but his wife Elizabeth persuades him to see the Australianborn Lionel Logue, a nonmedically trained Harley Street speech defects therapist. Bertie, as he is called by his family, believes the first session is not going well although Lionel he insists that all his patients address him as such manages to have the potential client recite, on an acetate recording, Hamlets To be, or not to be soliloquy sublimely all the while hearing pipedin classical music on a pair of head phones. Bertie is disappointed and Lionel gives him the recording as a souvenir. Berties father, King George V makes his 1934 Christmas wireless address, and he explains to Bertie that the machine will play a significant part in the role of the Royal Family invading the homes of the people and that Berties brothers neglect of his responsibilities make training on it necessary. The attempt is a failure. Bertie in frustration plays the recording Lionel gave him. Bertie returns for daily treatments of exercises and practices to overcome the physical and psychological roots of his speaking difficulty. George V dies in 1936, and his eldest son David ascends the throne as King Edward VIII. A constitutional crisis arises with the new king over a prospective marriage with the twicedivorced American socialite Wallis Simpson. Edward, as head of the Church of England, cannot marry her, even if she receives her second divorce, since both her previous husbands are alive. At an unscheduled session, Albert Bertie expresses his frustration that while his speech has improved when talking to most people, he still stammers when talking to David and reveals the extent of Edward VIIIs folly with Simpson. When Lionel insists that Bertie could be a good king, Bertie accuses Lionel of speaking treason and quits Lionel. Bertie must face the Accession Council without any assistance from Lionel. Bertie and Lionel come together after King Edward decides to abdicate in order to marry Simpson, and Bertie becomes King George VI. The new Royal pair visit the home of Lionel before the Coronation, much to the surprise of Mrs. Logue when she comes upon Queen Elizabeth having tea at her dining room table, and learning that the King is her husbands patient. Bertie and Lionels relationship comes to be known to the Kings advisors when there are preparations for his coronation in Westminster Abbey. It comes to light that George never asked for advice from his advisors about his speech defect treatment and that Lionel never had formal training to be a medical doctor. Lionel explains that at the time he started with speech defects there was no formal training and that the only known help that was available for returning Great War shellshocked Australian soldiers was from personal experience. Bertie remains unconvinced about his suitability as king until provoked into expressing his voice, angered by Lionels disrespect for King Edwards Chair and the Stone of Scone. Only after this pivotal moment is Bertie able to rehearse with Lionel, and then complete the coronation ceremony. Now King George VI, Bertie is in a crisis when he must declare over the wireless in 1939 Britains declaration of war with Nazi Germany. Lionel is summoned to Buckingham Palace to prepare the new king for his wireless address to Britain and the Empire. Knowing the challenge that lies before him, the Archbishop of Canterbury, Winston Churchill, and Prime Minister Neville Chamberlain are present to offer support. The King and Logue are then left in the broadcasting room. He delivers his speech with Logue conducting him, but by the end he is speaking freely. Preparing to leave the room for the congratulations of those present in the palace, Logue mentions to the King that he still had difficulty enunciating w and the King jokes back, I had to throw in a few so theyd know it was me. The Royal Family step onto the balcony of the palace and are applauded by the crowd, a title card explains that Logue was always present at King George VIs speeches during the war and that they remained friends for the rest of their lives."
}
] |
[
{
"from": "human",
"value": "TASK DEFINITION: In this task you will be given a list, of lists, of integers. For every inner list contained in the input list, you should multiply every even number in that list. The output should be a list of integers with the same length as the number of lists in the input list. If there are no even numbers in an inner list you should output 0 for that list.\nPROBLEM: [[-21, 0, -33], [38, -39], [38, -33, 6, 45], [48, -37, -34], [-46, -46, -30], [-13, 2], [-20, -37, 36, -28], [50, 0, -43, -20], [-50, -42, 14], [-13, -5, -30], [-45, -29, -37, -43], [3, -9, -44, 44, 28], [41, -25]]\n\nSOLUTION: [0, 38, 228, -1632, -63480, 2, 20160, 0, 29400, -30, 0, -54208, 0]\n\nPROBLEM: [[0, -14, 2, 35, -25], [-21, -38, 22, -39, 3], [-13, -47, 34, 50]]\n\nSOLUTION: [0, -836, 1700]\n\nPROBLEM: [[-4, 31, -23, 48], [38, 7], [25, -43, -13, -34, -2], [34, 37], [3, -32, -18, -43], [26, -23, 16, 49, 44], [33, 40], [-30, 26], [33, 19, -45, -27], [-35, 13, 3, 0, -5], [-1, 4], [-12, -24, 27, -34, -21], [49, 2, -18, 34], [-36, -38]]\n\nSOLUTION:"
},
{
"from": "gpt",
"value": "[-192, 38, 68, 34, 576, 18304, 40, -780, 0, 0, 4, -9792, -1224, 1368]\n\n"
}
] |
[
{
"from": "human",
"value": "In this task, you are given a question and answer for that. The answer will fill in the blank or will complete the unfinished question. Your task is to provide an explanation based on the given question or fill-in-the-blank statement, and answer.\nExample: Question: The government of Canada is considering implementing less carbon taxes across the country. If these taxes were implemented, the amount of carbon dioxide emissions in the country would be expected to \n Answer: rise\nExample solution: The carbon taxes encourage people to use less fossil fuel, which reduces carbon dioxide emissions.\nExample explanation: As mentioned in the input Question and Answer, the output statement constructs the explanation correctly. By decreasing the taxes, carbon dioxide emissions will rise, so the explanation is correct. \n\nProblem: Question: Evan measures the pH of the ocean at 7. Last century it measured at 6. A(n) _____ in greenhouse gases likely resulted in this change. \n Answer: decrease\n"
},
{
"from": "gpt",
"value": "Solution: An increase in greenhouse gases will increase the changes that are already being seen including in ocean acidity."
}
] |
[
{
"from": "human",
"value": "In this task, you need to answer the given multiple-choice question on the gain. Gain is the value by which to multiply the input. Classify your answers into 'a', 'b', 'c', 'd', and 'e'.\n\nExample Input: Problem: a trader sells 40 metres of cloth for rs . 8200 at a profit of rs . 35 per metre of cloth . how much profit will the trder earn on 40 metres of cloth ? \nOptions: a ) rs . 950 , b ) rs . 1500 , c ) rs . 1000 , d ) rs . 1400 , e ) none of these\nExample Output: d\n\nExample Input: Problem: a , b and c enter into partnership . a invests some money at the beginning , b invests double the amount after 6 months , and c invests thrice the amount after 8 months . if the annual gain be rs . 24000 . a ' s share is ? \nOptions: a ) 2999 , b ) 8000 , c ) 6000 , d ) 2889 , e ) 6612\nExample Output: b\n\nExample Input: Problem: a group of boy scouts and girls scouts is going on a rafting trip . 60 % of the scouts arrived with signed permission slips . if 45 % of the scouts were boy scouts and 50 % of the boy scouts arrived with signed permission slips , then what percentage of the girl scouts arrived with signed permission slips ? round to the nearest percent . \nOptions: a ) 64 , b ) 68 , c ) 72 , d ) 76 , e ) 80\nExample Output:"
},
{
"from": "gpt",
"value": "b\n\n"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nIn this task you are given a sentence pair from wikipedia that have high lexical overlap. If the sentences have the same meaning and are just paraphrases of each other label them as \"Paraphrase\" , if not label them as \"Not paraphrase\". The two sentences are seperated by a new line.\n\nIt was written by Katie Palmer and directed by series producer James Burrows .\nIt was written by Katie Palmer and was directed by series producer James Burrows .\nOutput:"
},
{
"from": "gpt",
"value": "Paraphrase"
}
] |
[
{
"from": "human",
"value": "Teacher: In this task, you are given a public comment from online platforms. You are expected to classify the comment into two classes: threat and non-threat. Threat is a statement that someone will be hurt or harmed, especially if the person does not do something in particular.\nTeacher: Now, understand the problem? If you are still confused, see the following example:\nComment: Enough already. Cut the head off this snake.\nSolution: Threat\nReason: This comment conveys a violent threat to someone.\n\nNow, solve this instance: Comment: Eric Bjerregaard, You're the one who asked for studies and links. You said, \"New studies? Provide the links or stifle the nonsense.\" DuPont Pioneer is one of the big ag companies in Hawaii that uses large quantities of RUPs. You live in Florida, so you didn't know that.\nStudent:"
},
{
"from": "gpt",
"value": "Non-threat"
}
] |
[
{
"from": "human",
"value": "instruction:\nIn this task, you will be shown a short story with a beginning, two potential middles, and an ending. Your job is to choose the middle statement that makes the story coherent / plausible by writing \"1\" or \"2\" in the output. If both sentences are plausible, pick the one that makes most sense.\nquestion:\nBeginning: Greg had a problem. Middle 1: Greg was jealous of his wife's first husband. Middle 2: Greg was jealous of his wife's current husband. Ending: She said he would always be first in her heart.\nanswer:\n1\n\n\nquestion:\nBeginning: Janet was lost in the desert. Middle 1: She was able to survive for 14 days but her body was to weak to go on. Middle 2: She was able to survive for 14 days before rescuers found her too weak to go on. Ending: They found her body months later.\nanswer:\n1\n\n\nquestion:\nBeginning: Last Tuesday I took my first spin class at the gym. Middle 1: i was was extremely hungry later. Middle 2: I was extremy tired later. Ending: I went to bed and then rested until morning.\nanswer:\n"
},
{
"from": "gpt",
"value": "2\n\n\n"
}
] |
[
{
"from": "human",
"value": "Classify the relation of question with context to one of these categories: 1) award received, 2) based on, collection, 3) conflict, 4) constellation, 5) convicted of, 6) date of death, 7) director, 8) drafted by, 9) educated at, 10) medical condition, 11) military branch, 12) narrative location, 13) occupation, 14) original network, 15) parent company, 16) point in time, 17) production company, 18) residence, 19) series, 20) service entry, 21) sex or gender, 22) spouse, 23) standards body question.\n\nLet me give you an example: Context : Isaac Nicola Romero (1916 in Havana, Cuba -- 1997) was a prominent Cuban guitarist and one of the founders of the modern Cuban Guitar School. \nQuestion : What was Isaac Nicola's city of birth?\nThe answer to this example can be: place of birth\nHere is why: The question is about the place of birth of the Isaac Nicola. Hence the output is relevant and valid\n\nOK. solve this:\nContext : Brad Larsen was born in Nakusp, British Columbia, but grew up in Vernon, British Columbia. \nQuestion : What team is Brad Larsen associated with?\nAnswer:"
},
{
"from": "gpt",
"value": "drafted by"
}
] |
[
{
"from": "human",
"value": "Given the task definition and input, reply with output. We would like you to classify each of the following sets of argument pairs (discussing Gun Control) into either SIMILAR or NOT SIMILAR. A pair of arguments is considered SIMILAR if the arguments are about the same FACET (making the same argument), and is considered NOT SIMILAR if they do not have the same FACET. A FACET is a low level issue that often reoccurs in many arguments in support of the author's stance or in attacking the other author's position.\n\nSent1: I think a better debate would be when should gun control start?\n Sent2: And I don't think that the second amendment is a good argument against gun control since the federal courts have not recognized gun-control as being offensive to the second amendment.\n"
},
{
"from": "gpt",
"value": "Not similar"
}
] |
[
{
"from": "human",
"value": "You are given a sentence in English. Your job is to translate the English sentence into Galician.\n\nThey are places for acute trauma and treatable illness."
},
{
"from": "gpt",
"value": "Son lugares para traumatismos agudos e enfermidades curables."
}
] |
[
{
"from": "human",
"value": "In this task, you are given an adjective, and your job is to generate its antonym. An antonym of a word is a word opposite in meaning to it.\n\nEx Input:\nsame\n\nEx Output:\nunique\n\n\nEx Input:\nnoisy\n\nEx Output:\nsilent\n\n\nEx Input:\ntalk\n\nEx Output:\n"
},
{
"from": "gpt",
"value": "write\n\n\n"
}
] |
[
{
"from": "human",
"value": "In this task, you are given a public comment from online platforms. You are expected to classify the comment into two classes: insult and non-insult. Insult is any lanugage or act that is disrespectful or scornfully abusive.\n\nComment: Hmmm doesn't the \"nothing about us, without us\" allow the previous era of segregation.? Don't include and therefore don't even need to acknowledge existence of, doesn't seem to be a great way to integrate populations. Since treating one group as marginal and second class (for example aboriginals in Canada, blacks in US) created so many of the current and historical injustices, why are so many marginalized groups now pushing to have that divide reinforced? I suppose it might make sense if their culture now had the upper hand and wanted a tit for tat revenge however it doesn't seem to me that they do have the upper hand and that these increased divisions can only hurt the more marginalized in their communities even more than they are now."
},
{
"from": "gpt",
"value": "Non-insult"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: Given a set of four words, generate the category that the words belong to. Words are separated by commas. The possible categories are social gathering, accomodation, physical property, measurement unit, corporate, nutritional value, boats, police punishment, location (proximity), card games, outdoor sport activity, military rank, baby animals, weather, consumer product, animals, boxing terminology, food, chocolate food, bird, type of sandwich, date status, body part, ocean, employment activity, moral characteristic, elements, poker, computers, construction, guitar part, shady activities, physical activity, kitchenware, temperature, type of rigidity, emotional status, season, mode of transportation, window material, activity, emotional display, geographical property, fried food, store status, widespread, aesthetic characteristic, alcoholic drinks, secretary duty, direction, personal characteristic, and animal.\nQ: close, near, bordering, closest\nA:"
},
{
"from": "gpt",
"value": "location (proximity)"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task you will be given a list of numbers and you need to find the mean (average) of that list. The mean of a list can be found by summing every number in the list then dividing the result by the size of that list. The output should be rounded to 3 decimal places.\nQ: [0.323, 11.306, 87.604, -83.158, 11.366, 49.123, 23.318, 53.095]\nA:"
},
{
"from": "gpt",
"value": "19.122"
}
] |
[
{
"from": "human",
"value": "In this task, you are given a sentence from the research paper and the category to which it belongs. Your task is to classify whether the given category is correct or not by providing \"True\" and \"False\", respectively. Here are the definitions for the categories: Background (Why is this problem important? What relevant works have been created before? What is still missing in the previous works? What are the high-level research questions? How might this help other research or researchers?), Purpose (What specific things do the researchers want to do? What specific knowledge do the researchers want to gain? What specific hypothesis do the researchers want to test?), Method (How did the researchers do the work or find what they sought? What are the procedures and steps of the research?), or Finding (What did the researchers find out? Did the proposed methods work? Did the thing behave as the researchers expected?). \",\n\nInput: Consider Input: Sentence: Porcine epidemic diarrhea virus ( PEDV ) is a causative agent of porcine epidemic diarrhea ( PED ). \n Section: background\n\nOutput: True\n\n\nInput: Consider Input: Sentence: Cryptococcosis was responsible for a significant proportion of AIDS-related mortality. \n Section: purpose\n\nOutput: False\n\n\nInput: Consider Input: Sentence: The lowest percentages of skin area covered by fluorescent-labelled hand rub were identified in the metacarpal area near the wrist and thumbs. \n Section: purpose\n\n"
},
{
"from": "gpt",
"value": "Output: False\n\n\n"
}
] |
[
{
"from": "human",
"value": "Instructions: In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to return the position of all the numerical elements in the given list in order. Assume the position of the 1st element to be 1. Return -1 if no numerical element is in the list.\nInput: ['w', '3117', '2965', 'Q', 'F', '4259', '5795', 'D', 'Y', 'A', '1901', '3407', '3107', '2671', '7669', '7923', 'q', '8717', '1121', 'y', '3749', 'C', '7431', 'k', '8655', 'U', 'u', '6629', 'j', '3499', '7129']\nOutput:"
},
{
"from": "gpt",
"value": "2, 3, 6, 7, 11, 12, 13, 14, 15, 16, 18, 19, 21, 23, 25, 28, 30, 31"
}
] |
[
{
"from": "human",
"value": "Given the task definition and input, reply with output. In this task, you will be presented with a question in Dutch language, and you have to write the part-of-speech tag for each word and punctuation in the question. Here is the list of part-of-speech tags used in this task: Adj: Adjective, Adv: Adverb, Art: Article, Conj: Conjunction, Int: Interjection, N: Noun, V: Verb, Num: Number, Misc: Miscellaneous, Pron: Pronoun, Prep: Preposition, Punc: Punctuation.\n\nUitgerekend in die rare week trakteerden de buitenlandse analisten ons op twee afwaarderingen .\n"
},
{
"from": "gpt",
"value": "V Prep Pron Adj N V Art Adj N Pron Prep Num N Punc"
}
] |
[
{
"from": "human",
"value": "Given a math problem with context and a question and 5 answer choices, the task is to provide the correct answer choice based on the problem. You must choose one of the given answer choices by letter: a, b, c, d, or e; anything else is invalid.\n\nQ: Problem: a certain sum is invested at simple interest at 18 % p. a. for two years instead of investing at 12 % p. a. for the same time period. therefore the interest received is more by rs. 300. find the sum ?\nOptions: a. 7000, b. 2500, c. 2778, d. 2800, e. 2791\n\nA: b\n****\nQ: Problem: the lcm of two numbers is 2310 and hcf is 55. if one of the numbers is 210. then what is the other number ?\nOptions: a. 715, b. 825, c. 330, d. 605, e. 465\n\nA: d\n****\nQ: Problem: how many bricks, each measuring 25 cm x 11.25 cm x 6 cm, will be needed to build a wall of 8.5 m x 6 m x 22.5 cm ?\nOptions: a. 6400, b. 6410, c. 6440, d. 6500, e. 6800\n\nA:"
},
{
"from": "gpt",
"value": "e\n****\n"
}
] |
[
{
"from": "human",
"value": "You will be given a piece of text either about an everyday event, or a general statement. If the event seems a plausible event to you, or the general statement makes sense matches your commonsense, output 'True', otherwise output 'False'.\n\nSince some time is reserved for commercials, the hour-long TV program lasts less than 60 minutes."
},
{
"from": "gpt",
"value": "True"
}
] |
[
{
"from": "human",
"value": "You are given a paragraph (Passage), a question (Question) and two answer options (Option1 and Option2). Your task is to find the correct answer (and return the string of the correct option, not option1/2) for the given question from the given options and based on the given passage. Answer of the question can be found directly from the passage.\nQ: Passage: Finishing up dinner I gathered the plates off of the table one by one . I placed them in the sink and let them soak for a good twenty minutes as I unloaded the dishwasher from the previous night before . I grabbed the dawn dish soap and with my trusty dish cloth I began scrubbing away at the dinner dishes . I felt it was necessary to give them an extra clean before putting them in the dishwasher . As I loaded the plates on the bottom of the dishwasher I placed the cups and bowls on the top . The silverware was always last to be put in so I loaded them in the little cubed trays at the bottom . After setting one in I cranked up the knobs and heard the swish of water as the dishwasher started up . Question: What did the person reach for? Option1: Washing powder. Option2: Dawn dish soap\nA: "
},
{
"from": "gpt",
"value": "Dawn dish soap"
}
] |
[
{
"from": "human",
"value": "You will be given a sentence. Check whether the sentence is grammatically correct and is meaningful. If the sentence is grammatically correct, then answer with '1', otherwise answer with '0'.\n\nLet me give you an example: Our friends won't buy this analysis, let alone the next one we propose.\nThe answer to this example can be: 1\nHere is why: Since all the entities are in thier correct positions the statement is grammatically correct.Hence, the output is 1.\n\nOK. solve this:\nThe clown amused the children with his antics.\nAnswer:"
},
{
"from": "gpt",
"value": "1"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nThis is a paraphrasing task. In this task, you're given a sentence and your task is to generate another sentence which express same meaning as the input using different words.\n\nhe dug his hand into the globe , pulled out a fistful of the little leaves , and jammed them into his mouth .\nOutput:"
},
{
"from": "gpt",
"value": "he dropped into the ball , took out a handful of hatches , and stuffed them into his mouth ."
}
] |
[
{
"from": "human",
"value": "Given the task definition and input, reply with output. In this task, you're given two sentences. Indicate if the first sentence clearly entails the second sentence (i.e., one can conclude the 2nd sentence by reading the 1st one). Indicate your answer with '1' if the first sentence entails the second sentence, otherwise answer with '0'.\n\nSentence 1: Witnesses allegedly hear and see documents being shredded all night long by Jorge Alvarez Aguirre and Rosario Piazza, two ex-Opel men who had followed their leader to VW. Sentence 2: People leaving GM with Lopez included Jose Gutierrez, Jorge Alvarez Aguirre, and Rosario Piazza.\n"
},
{
"from": "gpt",
"value": "0"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nIn this task, you are given an article. Your task is to summarize the article in a sentence.\n\nMedia playback is not supported on this device\nVern Cotter's men led until the last four minutes of their opening autumn Test before Tevita Kuridrani's try snatched victory for Australia.\nThe Scots play Argentina on Saturday and then Georgia a week later before a Six Nations opener against Ireland.\n\"We will take a lot of positives from the weekend,\" said Russell, 23.\n\"It was a good game against a very good team and we were ahead for a lot of the game.\n\"But there is a lot to learn about how to close out games with 10 minutes to go. The play-makers and decision-makers will learn from that.\n\"If we get into the same situation against Argentina, we will do things differently, and hopefully with a different outcome.\n\"We have still got another two games before the Six Nations. But having such a tight game against Australia that we potentially should have won, we will definitely learn from that and we will be a better team come the Six Nations.\"\nWhile Saturday's denouement at Murrayfield brought back painful memories of another one-point loss to the Wallabies at last year's World Cup, Russell does not believe there is any psychological barrier impeding the Scots\n\"Even when they scored the try I was still confident we could go down the other end and get a penalty or drop-goal or something,\" he said.\n\"Everyone is still gutted about it but the boys are generally pretty good at moving on. You have got a game next weekend so you can't dwell on it too much. That is the good thing about sport. You can make it right the next week.\n\"The boys are all smart enough rugby players to learn from it. We all know what we needed to do. We will look back over it, chat as a group and learn from it as a team. But I don't think we need the psychologists in.\"\nForwards coach Jonathan Humphreys was happy to highlight the many positive aspects of Scotland's display, including the \"phenomenal\" performances of second-row siblings Richie and Jonny Gray, and the first Test starts for props Allan Dell and Zander Ferguson.\n\"It is the best I have seen Richie play for a considerable period of time. And it isn't a one-off performance from Jonny - it is every single week, it is incredible,\" said the former Wales hooker.\n\"I thought the props stood out really well, and some of the stuff they did outside the set-piece was excellent. They really made a contribution.\"\nBut Humphreys acknowledged that most of Scotland's post-match debrief will focus on their failure to close out victory.\n\"It is not about learning to close a 20-point gap, but trying to close a one-point gap,\" he noted. \"You are up against a very good team who have been together for a long period.\n\"We need to close out one of these tough games. Once we do that, the cloud lifts and everything becomes a little easier. But the players are working very hard on that.\n\"Every time we come together we seem to be growing and becoming more confident in what we are trying to do.\n\"It is about trying to keep on that journey and hopefully by the time the Six Nations comes around, we are making significant steps to mounting a really good campaign.\"\nMedia playback is not supported on this device\nOutput:"
},
{
"from": "gpt",
"value": "Scotland will be a better team come next year's Six Nations if they learn to close out tight games, says fly-half Finn Russell."
}
] |
[
{
"from": "human",
"value": "In this task you are given a story and a question regarding that story. You must judge whether the question is answerable based on the info given to you. Label the instances as \"Answerable\" or \"Not Answerable\" based on your judgment. the story and the question are separated by a new line character.\n\nExample input: Bob was a computer scientist. He enjoyed natural language processing. He decided to revolutionize the industry! He formulated a machine learning algorithm to process words. He won the nobel prize for his work!\nWhy did He formulate a machine?\nExample output: Answerable\nExample explanation: He formulated a machine learning algorithm to process words.\nQ: Gina called her friend Lisa back home. She was happy when she answered. She hadn't talked to her for 10 days. Lisa was wondering what was taking Gina so long to come back home. Gina had no idea and had to tell Lisa as much.\nWhy had Gina no idea?\nA:"
},
{
"from": "gpt",
"value": "Not Answerable"
}
] |
[
{
"from": "human",
"value": "In this task, you are given an abstract of article. Your task is to generate label \"True\" if abstract is structured, otherwise generate \"False\". A structured abstract is composed of a topic sentence (or key sentence), relevant supporting sentences, and a closing (or transition) sentence. This structure is key to keeping your abstract focused on the main idea and creating a clear and concise image.\nExample: RanBP type proteins have been reported to increase the catalytic efficiency of the RanGAP-mediated GTPase reaction on Ran. Since the structure of the Ran-RanBP1-RanGAP complex showed RanBP1 to be located away from the active site, we reinvestigated the reaction using fluorescence spectroscopy under pre-steady-state conditions. We can show that RanBP1 indeed does not influence the rate-limiting step of the reaction, which is the cleavage of GTP and/or the release of product P(i). It does, however, influence the dynamics of the Ran-RanGAP interaction, its most dramatic effect being the 20-fold stimulation of the already very fast association reaction such that it is under diffusion control (4.5 x 10(8) M(-1) s(-1)). Having established a valuable kinetic system for the interaction analysis, we also found, in contrast to previous findings, that the highly conserved acidic C-terminal end of RanGAP is not required for the switch-off reaction. Rather, genetic experiments in Saccharomyces cerevisiae demonstrate a profound effect of the acidic tail on microtubule organization during mitosis. We propose that the acidic tail of RanGAP is required for a process during mitosis.\nExample solution: False\nExample explanation: Output is appropriate for the given abstract because it is not structured.\n\nProblem: CONTEXT A number of countries have implemented a policy of universal leukoreduction of their blood supply, but the potential role of leukoreduction in decreasing postoperative mortality and infection is unclear. \n OBJECTIVE To evaluate clinical outcomes following adoption of a national universal prestorage leukoreduction program for blood transfusions. \n DESIGN, SETTING, AND POPULATION Retrospective before-and-after cohort study conducted from August 1998 to August 2000 in 23 academic and community hospitals throughout Canada, enrolling 14 786 patients who received red blood cell transfusions following cardiac surgery or repair of hip fracture, or who required intensive care following a surgical intervention or multiple trauma. \n INTERVENTION Universal prestorage leukoreduction program introduced by 2 Canadian blood agencies. A total of 6982 patients were enrolled during the control period and 7804 patients were enrolled following prestorage leukoreduction. \n MAIN OUTCOME MEASURES All-cause in-hospital mortality and serious nosocomial infections (pneumonia, bacteremia, septic shock, all surgical site infections) occurring after first transfusion and at least 2 days after index procedure or intensive care unit admission. Secondary outcomes included rates of posttransfusion fever and antibiotic use. \n RESULTS Unadjusted in-hospital mortality rates were significantly lower following the introduction of leukoreduction compared with the control period (6.19% vs 7.03%, respectively; P =.04). Compared with the control period, the adjusted odds of death following leukoreduction were reduced (odds ratio [OR], 0.87; 95% confidence interval [CI], 0.75-0.99), but serious nosocomial infections did not decrease (adjusted OR, 0.97; 95% CI, 0.87-1.09). The frequency of posttransfusion fevers decreased significantly following leukoreduction (adjusted OR, 0.86; 95% CI, 0.79-0.94), as did antibiotic use (adjusted OR, 0.90; 95% CI, 0.82-0.99). \n CONCLUSION A national universal leukoreduction program is potentially associated with decreased mortality as well as decreased fever episodes and antibiotic use after red blood cell transfusion in high-risk patients.\n"
},
{
"from": "gpt",
"value": "Solution: True"
}
] |
[
{
"from": "human",
"value": "You are given a sentence in English. Your job is to translate the English sentence into Portugese.\n\nSomewhat like the curving of the universe."
},
{
"from": "gpt",
"value": "Um pouco como a curvatura do universo."
}
] |
[
{
"from": "human",
"value": "In this task you will be given a list of integers. You should round each integer to the nearest tens place. That means you should round the number to the nearest multiple of 10.\n\nExample Input: [-292, 855, 490, -141, 616, -65, -282, 501, -791, -511, 29, 318]\nExample Output: [-290, 860, 490, -140, 620, -60, -280, 500, -790, -510, 30, 320]\n\nExample Input: [-433, -461, 751, 97, 675, -447, 293, -242, 896, -381, -347, 299, 176, -456]\nExample Output: [-430, -460, 750, 100, 680, -450, 290, -240, 900, -380, -350, 300, 180, -460]\n\nExample Input: [294, 34, -255, -200, -210, -170]\nExample Output:"
},
{
"from": "gpt",
"value": "[290, 30, -260, -200, -210, -170]\n\n"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: You're given a sentence and your task is to classify whether the sentence is acceptable or not. Any sentence which is grammatically correct, has a naturalistic text, is written by a native speaker and which minimizes superfluous content is acceptable, otherwise unacceptable. If the sentence is acceptable then write \"acceptable\", otherwise \"unacceptable\".\nQ: Who gave what to whom?\nA:"
},
{
"from": "gpt",
"value": "acceptable"
}
] |
[
{
"from": "human",
"value": "In this task, you are given a premise, a hypothesis, and an update. The premise sentence describes a real-world situation and is always assumed to be true. The hypothesis sentence describes an assumption or inference that you might make about that situation having read the premise. The update provides additional information about the situation that might weaken or strengthen the hypothesis. A weakener is a statement that weakens the hypothesis. It makes you much less likely to believe the hypothesis is true. A strengthener is a statement that strengthens the hypothesis. It makes you much more likely to believe the hypothesis is true. Your task is to output 'strengthener' or 'weakener' if the update strengths or weakens the hypothesis, respectively.\n\nPremise: PersonX eats pasta\nHypothesis: PersonX then gets sauce on face\nUpdate: PersonX is a toddler"
},
{
"from": "gpt",
"value": "strengthener"
}
] |
[
{
"from": "human",
"value": "In this task you are given a sentence. You must judge whether there exist two consecutive words within the sentence with flipped orders, that is, whether the sentence will make sense and be correct if the order of two consecutive words changes. Label the instances as \"Inversion\" or \"Original\" based on your judgment.\n\nQ: When we finally got to the issue of gentry girls, though, Abigail didn't have much more to offer than Art had.\n\nA: Original\n****\nQ: Edwin pointed at the rusty suit of armour that now stood in the middle of the corridor.\n\nA: Original\n****\nQ: Tonight, I wouldn let't Brandon out of my sight.\n\nA:"
},
{
"from": "gpt",
"value": "Inversion\n****\n"
}
] |
[
{
"from": "human",
"value": "In this task, answer 'Yes' if the frequency of the given word in the two sentences is equal, else answer 'No'.\n\nSentence1: 'a man that has his refrigerator door open', Sentence2: 'two giraffes are walking through tall grass in open plains'. Is the frequency of the word 'plains' in two sentences equal?"
},
{
"from": "gpt",
"value": "No"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task you will be given a list, of lists, of integers. For every inner list contained in the input list, you should multiply every even number in that list. The output should be a list of integers with the same length as the number of lists in the input list. If there are no even numbers in an inner list you should output 0 for that list.\nProblem:[[40, 40], [27, -23], [5, -46], [29, 32, 10], [30, 40, 0, -23]]\nSolution:"
},
{
"from": "gpt",
"value": "[1600, 0, -46, 320, 0]"
}
] |
[
{
"from": "human",
"value": "Given a command in a limited form of natural language, provide the correct sequence of actions that executes the command to thus navigate an agent in its environment. A command can be broken down into many different actions. Actions are uppercase and are individual steps that serve as the building blocks for a command. For commands, 'left' and 'right' are used to denote the direction of an action. The word 'opposite' turns the agent backward in the specified direction. The word 'around' makes the agent execute an action while turning around in the specified direction. The word 'and' means to execute the next scope of the command following the previous scope of the command. The word 'after' signifies to execute the previous scope of the command following the next scope of the command. The words 'twice' and 'thrice' trigger repetition of a command that they scope over two times or three times, respectively. There are only six actions: 'I_LOOK', 'I_WALK', 'I_RUN', 'I_JUMP', 'I_TURN_LEFT', and 'I_TURN_RIGHT'. These actions respectively align with the commands 'look', 'walk', 'run', 'jump', 'turn left', and 'turn right'. Actions and commands do not have quotations in the input and output.\n\n[Q]: walk around right thrice after run left twice\n[A]: I_TURN_LEFT I_RUN I_TURN_LEFT I_RUN I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK I_TURN_RIGHT I_WALK\n\n\n[Q]: turn opposite right thrice and run right thrice\n[A]: I_TURN_RIGHT I_TURN_RIGHT I_TURN_RIGHT I_TURN_RIGHT I_TURN_RIGHT I_TURN_RIGHT I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN\n\n\n[Q]: look opposite left twice after run around right twice\n[A]:"
},
{
"from": "gpt",
"value": "I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_RIGHT I_RUN I_TURN_LEFT I_TURN_LEFT I_LOOK I_TURN_LEFT I_TURN_LEFT I_LOOK\n\n\n"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nIn this task, you will be presented with a passage and have to answer a question based on your understanding of the events inferred from the passage. Try to find the best answer that is most likely to fill in \"_\". Note that the URLs in the text have been replaced with [Link].\n\nLondon, England (CNN) -- Britain's Prince William asked his girlfriend Kate Middleton to marry him, he said Tuesday, setting up the most anticipated royal wedding since Prince Charles and Diana, princess of Wales, got married nearly 30 years ago. William gave Diana's sapphire-and-diamond engagement ring to his fiancee when he popped the question during a vacation in Kenya last month, he said. \"It's my mother's engagement ring, so of course it's very special to me, and Kate's now very special to me, so it was only right to put the two together,\" he said Tuesday. \"It was a total shock\" when the prince proposed, Middleton said, adding that she was very excited. \"We were out there with friends and things, so I really didn't expect it at all.\"NEW: William's brother Harry is delighted to be getting a sister at last, he saysBoth the ring and Kate are \"special to me,\" the prince saysThe engagment ring his mother, Diana, wore was last seen in public in 1996The wedding is planned for the spring or summer of 2011 \n Question:His brother _ said he was \"delighted that my brother has popped the question!.\nOutput:"
},
{
"from": "gpt",
"value": "Harry"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nYou are given an open-domain question from an open movie database. Your task is to provide an answer to that question. Try to only include the answer. Do not put it in a sentence.\n\nwho is the director of Rosalie Goes Shopping?\nOutput:"
},
{
"from": "gpt",
"value": "Percy Adlon"
}
] |
[
{
"from": "human",
"value": "In this task, you are given inputs 'i', 'j', and A, where 'i' and 'j' are integers and A is a list. A list is shown by two brackets and comma-separated numbers and characters inside, like ['1', '12', 'l']. You need to concatenate all elements of A from the ith element to the jth element, and then reverse the resulting string. 'i' and 'j' will be non-negative, and will always have a value less than the length of A. 'i' will always be less than 'j'. Perform the operations in order, i.e., do not reverse first and then concatenate.\n\n26, 26, ['6889', '1843', '3667', 'I', '7035', '5757', 'L', '4247', '1471', 'z', '8037', 'Z', '6985', '3539', '2133', 'g', 'z', '885', 'R', 'c', '9571', '2733', 'a', 'C', '8691', '9527']\n7259\n\n9, 16, ['E', 'M', '361', '4657', '8215', '8495', '73', 'O', '1949', '8617', '7963', 'B', '4393', 'b', '5085', '1535', 'A', 't', '4831', 'v', '9665', 'Z', '7017', '4449', 'Z', 'd', 'Q', '3879', 'J', 'y']\n53515805b3934B369771689491\n\n6, 15, ['7135', 'm', 'a', '8839', 'O', '401', '7133', 'n', 'S', 'Y', '9551', 'm', 'P', 'I', '51']\n"
},
{
"from": "gpt",
"value": "15IPm1559YSn3317104\n\n"
}
] |
[
{
"from": "human",
"value": "Q: The task is to generate the correct answer for a given math problem.\nProblem: 32 % of 1500 is\nA:"
},
{
"from": "gpt",
"value": "480"
}
] |
[
{
"from": "human",
"value": "TASK DEFINITION: In this task the focus is on physical knowledge about the world. Given the provided goal task in the input, describe a process that would lead to the asked outcome. This process often involves physical motions with objects, such as moving them, arranging them in a certain way, mixing them, shaking them, etc. \nPROBLEM: To be able to hear the television better,\n\nSOLUTION: increase the volume of the television speakers to an appropriate level.\n\nPROBLEM: Hoe to roll soft tacos\n\nSOLUTION: start with a warm moist tortilla- Place the contents in the approximately center of your partially folded tortilla. ... Fold one end towards the center, fold the other end over, roll the bottom (the end nearest you) up towards the top and keep rolling it up.\n\nPROBLEM: how to charge riding mower battery\n\nSOLUTION:"
},
{
"from": "gpt",
"value": "Make sure the charger is off. Hook-up the positive cable on the charger to the positive terminal on the battery. Hook up the negative cable on the charger to the negative terminal on the battery. Set the charger to the slowest charge rate.\n\n"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then an example. Follow the example to solve a new instance of the task.\nGiven a sentence in English language, translate the sentence to Igbo language keeping the meaning of the original sentence intact\n\nEnglish sentence: How is this possible\nSolution: Olee kwere omume?\nWhy? The Igbo translation means the same as the original sentence in the English language.\n\nNew input: English sentence: 7 Of Judah; Nahshon the son of Amminadab.\nSolution:"
},
{
"from": "gpt",
"value": "7 Nke Juda, Nahshon nwa Aminadab."
}
] |
[
{
"from": "human",
"value": "Q: In this task, you're given a paragraph and title from the research paper. Your task is to classify whether the given title is suitable or not for the research paper based on the given paragraph. Return \"True\" if title is proper according to paragraph else \"False\".\nParagraph: Host resistance to viral infection requires type I (a/b) and II (g) interferon (IFN) production. Another important defense mechanism is the degradative activity of macroautophagy (herein autophagy), mediated by the coordinated action of evolutionarily conserved autophagy proteins (Atg). We show that the Atg5-Atg12/Atg16L1 protein complex, whose prior known function is in autophagosome formation, is required for IFNg-mediated host defense against murine norovirus (MNV) infection. Importantly, the direct antiviral activity of IFNg against MNV in macrophages required Atg5-Atg12, Atg7, and Atg16L1, but not induction of autophagy, the degradative activity of lysosomal proteases, fusion of autophagosomes and lysosomes, or the Atg8-processing protein Atg4B. IFNg, via Atg5-Atg12/Atg16L1, inhibited formation of the membranous cytoplasmic MNV replication complex, where Atg16L1 localized. Thus, the Atg5-Atg12/Atg16L1 complex performs a pivotal, nondegradative role in IFNg-mediated antiviral defense, establishing that multicellular organisms have evolved to use portions of the autophagy pathway machinery in a cassette-like fashion for host defense. \n Title: Article Nondegradative Role of Atg5-Atg12/ Atg16L1 Autophagy Protein Complex in Antiviral Activity of Interferon Gamma\nA:"
},
{
"from": "gpt",
"value": "True"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task, you are given a context paragraph, a question based on that and corresponding answer of a question. Your task is to generate supporting fact/knowledge from context paragraph which helps in answering a given question.\nProblem:Paul T. Scheuring (born November 20, 1968) is an American screenwriter and director of films and television shows. His work includes the 2003 film \"A Man Apart\" and the creation of the television drama \"Prison Break\", for which he was also credited as an executive producer and head writer. Question: Who is older, Guy Manos or Paul Scheuring? Answer: Guy Manos\nSolution:"
},
{
"from": "gpt",
"value": "Paul T. Scheuring born November 20, 1968 is an American screenwriter and director of films and television shows."
}
] |
[
{
"from": "human",
"value": "Part 1. Definition\nIn this task, you are given inputs i,j, and A, where i and j are integers and A is a list. You need to concatenate all elements of A from the ith element to the jth element, and print the resultant string. i and j will be non-negative, and will always have a value less than the length of A. i will always be less than j.\nPart 2. Example\n6, 14, ['9545', '5185', '1667', 'w', 's', '9559', 'T', 'u', 'U', '6843', 'L', 'l', '6365', '7103', 'A', '2381', '5037', 'X', '4487', 'd']\nAnswer: 9559TuU6843Ll63657103\nExplanation: Here, concatenating all the elements between the 6th element and 14th element gives '9559TuU6843Ll63657103'.\nPart 3. Exercise\n1, 17, ['N', '6771', 'B', 'i', 'O', 'y', '3167', 's', '1225', '6379', 'x', '6351', 'i', 'q', 'x', 'U', '3857', 'n', '6423', 'e', 'K', '5055', '5987']\nAnswer:"
},
{
"from": "gpt",
"value": "N6771BiOy3167s12256379x6351iqxU3857"
}
] |
[
{
"from": "human",
"value": "Q: In this task, you're given the beginning and the ending of a three-part story. Your job is to complete the short story by writing a middle sentence that seamlessly connects the first and last sentence. Generated sentences must be short, have fewer than 10 words, and be simple as if narrating to a child. Avoid using any irrelevant extra information when creating the middle sentence, and use names (e.g. Jack, Barbara,...) instead of pronouns (e.g. he / she) wherever possible.\nBeginning: My fitness instructor told everyone to stand straight. Ending: At the end of the day, I felt sore.\nA:"
},
{
"from": "gpt",
"value": "I followed what my instructor said."
}
] |
[
{
"from": "human",
"value": "In this task you will be given a claim and a perspective. You should determine whether that perspective supports or undermines the claim. If the perspective could possibly convince someone with different view, it is supporting, otherwise it is undermining.\n\nQ: claim: We must enforce term limits on the legislative branch of government.\n perspective: as times went one, the more someone is in control of his power, the more likely he will succumb to use such power for personal advantage\n\nA: support\n****\nQ: claim: Speed limits should be reduced.\n perspective: With reduced speed comes reduced deaths\n\nA: support\n****\nQ: claim: Children should be allowed to have facebook accounts.\n perspective: Facebook will become another web-based venue for sexual predators fishing for jailbait\n\nA:"
},
{
"from": "gpt",
"value": "undermine\n****\n"
}
] |
[
{
"from": "human",
"value": "Definition: In this task, you are given two simple actions (associated with \"A\", \"B\"). You must identify which action is considered less ethical. Do not generate anything else apart from one of the following characters: 'A', 'B'.\nInput: (A) cleaning up our kitchen counter-top\n(B) getting mad at my roommates because of their cat\nOutput:"
},
{
"from": "gpt",
"value": "B"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task, you're given a pair of sentences, sentence 1 and sentence 2, that agree with each other. Your job is to alter sentence 2 so that the pair contradict each other. Generated sentences must be short, with less than 15 words. New information can be introduced. Avoid using pronouns to confuse the subject of the sentence.\nProblem:Sentence 1: Woman weaves while young girl sits nearby with colorful weaving all around them. Sentence 2: The woman is weaving.\nSolution:"
},
{
"from": "gpt",
"value": "The woman is skiing down a mountain."
}
] |
[
{
"from": "human",
"value": "Categorize the comment on the basis of toxicity. If the comment is toxic (harmful, malicious, derogatory, threat, insult, identity attck, etc.) output Yes, otherwise output No.\nOne example is below.\nQ: haha you guys are a bunch of losers.\nA: Yes\nRationale: The comment here has word 'losers', which is used as an attack on a subject in the comment. Hence, it is a positive example\nQ: Fuck this asshole and fuck ADN with it's fascist peer reviewed comment censorship.\nA:"
},
{
"from": "gpt",
"value": "Yes"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: You are given a sentence, a question and two answer options. Your task is to write down the index ('A' or 'B') of the **incorrect** option for the given question.\nProblem:Sentence: A bulldozer weighs more then a truck. Question: If both are accelerating, which will take longer to reach top speed? (A) truck (B) bulldozer\nSolution:"
},
{
"from": "gpt",
"value": "A"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: Given a passage with a context and an answer, construct a question on the basis of the information present in the passage. Construct the question in such a way that (i) it is unambiguous, (ii) it is answerable from the passage, (iii) its answer is unique (iv) it answer uses text phrases from the passage. Avoid creating questions that (i) can't be answered correctly without actually understanding the passage and (ii) uses the same words or phrases given in the passage.\nQ: Context: The general view on the pathogenesis of drug-induced idiosyncratic liver injury (DILI) is that parent compounds are rendered hepatotoxic by metabolism, mainly by cytochrome (CYP) 450, although other metabolic pathways can contribute. Anecdotal reports suggest a role of CYP 450 polymorphisms in DILI. We aimed to assess in a series of Spanish DILI patients the prevalence of important allelic variants of CYP2C9 and CYP2C19, known to be involved in the metabolism of several hepatotoxic drugs.', 'Genotyping of CYP2C9 ((*)2, (*)3) and CYP2C19 ((*)2 and (*)3), was carried out in a total of 28 and 32 patients with a well established diagnosis of DILI. CYP2C9 and CYP2C19 variants were analysed in genomic DNA by means of PCR-FRET and compared with previous findings in other Caucasian populations.', 'CYP2C9 and CYP2C19 allele and genotype frequencies were in agreement with Hardy-Weinberg equilibrium. Fourteen patients (50%) were heterozygous and 1(4%) found to be compound heterozygous for the CYP2C9 allele. Seven (22%) were found to carry one and 1(3%) carried two CYP2C19 mutated alleles. No patients were homozygous for (*)3 allele. The distribution of both CYP2C9 and CYP2C19 allelic variants in DILI patients were similar to those in other Caucasian populations. Patients with variant and those with wild-type alleles did not differ in regard to clinical presentation of DILI, type of injury and outcome.\nAnswer: We find no evidence to support CYP2C9 and CYP2C19 genetic polymorphisms as predictable potential risk factors for DILI.\nA:"
},
{
"from": "gpt",
"value": "Are genetic polymorphisms of CYP2C9 and CYP2C19 related to drug-induced idiosyncratic liver injury ( DILI )?"
}
] |
[
{
"from": "human",
"value": "Write a correct answer to the given question based on its associated fact. Make sure that your answer is contained in the associated fact. Don't be creative and introduce any new word that is not mentioned in the associated fact! Remember that the associated fact has been rearranged to form the question. So, the correct answer words must lie within the associated fact. The correct answer can be a word, phrase, or even a sentence.\n\nEx Input:\nFact: cell division is how humans grow and repair themselves. \nQuestion: what uses cell division to grow and repair themselves?\n\nEx Output:\nhumans.\n\n\nEx Input:\nFact: Genes are molecules that contain a single protein. \nQuestion: what are molecules that contain a single protein?\n\nEx Output:\ngenes.\n\n\nEx Input:\nFact: Organisms use fat to store energy. \nQuestion: Where do organisms store energy?\n\nEx Output:\n"
},
{
"from": "gpt",
"value": "In fat.\n\n\n"
}
] |
[
{
"from": "human",
"value": "You are given a conversation between two people.'Person1:' and 'Person2:' are used to separate their respective dialogues. You have to classify if there exist more than 2 unique emotions in conversation. If there are more than 2 unique emotions present in the conversation, the output should be classified as '1' else it should be '0'\n\nPerson1: I'm afraid of the darkness . \nPerson2: Don't worry . I'll drive you back . \nPerson1: Thank you . "
},
{
"from": "gpt",
"value": "1"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task you will be given a list of numbers and you should remove all duplicates in the list. If every number is repeated in the list an empty list should be returned. Your list should be numbers inside brackets, just like the given list.\nQ: [5, 4, 6, 3, 6, 2, 1, 0, 6, 7]\nA:"
},
{
"from": "gpt",
"value": "[5, 4, 3, 2, 1, 0, 7]"
}
] |
[
{
"from": "human",
"value": "Definition: In this task, you are given a fact statement and question based on the fact. Your task is to generate the correct answer for the question. The answer needs to be generated using the context fact statement.\nInput: Fact: dead organisms rot. Question: Dead organisms, like trees provide?\nOutput:"
},
{
"from": "gpt",
"value": "thriving communities"
}
] |
[
{
"from": "human",
"value": "Given the task definition and input, reply with output. In this task, you're given an article and an answer. Your task is to generate the question for the answer based on the given article.\n\nArticle: The new world of today introduced new threats that were not known in the previous generations: Internet predators . Often we do a lot of our researching, shopping, talking; just about everything online nowadays. New advancements in revolution comes along with the unwanted attackers. There are people out there who gain pleasure from, interrupting and taking from our peaceful lives what's not rightfully theirs. But like with everything, there are indeed counteractive measures that can be set in place to fend off these predators from such damage. I'd like to introduce the Guardian Eye. Within this program is a complex program which has several functions to create a safe atmosphere for whomever uses the computer, It has the ability to track and log every key stroke, every website that has ever been accessed, takes screenshots of web pages, blocks web pages according to content and even sends you messages via email once conspicuous activity has been reported and logged. Just think, you or child could be browsing and searching through the Internet and inappropriate content pops up with several different windows. You try to click out of the windows but you accidentally click one which releases spyware, infecting your computer. Guardian Eye blocks unwanted content from popping up or appearing to the users, which I thought was extremely convenient. In this way there is not even the slightest temptation. This product helps prevent damage from being done to your computer and worse, your identity. It's quite the product and it offers a little version so you may try it out first. If you'd like the full package, it's a once time fee 39.99 and can be installed on unlimited computers for your convenience. It's a nice deal and I'm considering getting it again considering I do a lot of writing on various websites myself. \n Answer: It stops spyware from entering the computer.\n"
},
{
"from": "gpt",
"value": "In what way is Guardian Eye most useful to kids?"
}
] |
[
{
"from": "human",
"value": "In this task, you're given a statement, further information available on a particular linked term from the statement, and a question. Your job is to generate the answer to the question by using the information provided. If there is no clear answer obtainable, output 'none'.\n\nContext: On January 28, 2016, Jared Harris joined the film. Link Information: (born 24 August 1961) Question: At what age did Jared Harris join Allied?"
},
{
"from": "gpt",
"value": "Answer: 54"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nIn this task, you are given a sentence that is either in the Yoruba language or the English language. Your task is to identify the language of the input sentence. Input sentences should be in Yoruba or English language and also it cannot have two languages at a time.\n\nIn 2017, he was arrested and subsequently sentenced to a five-year term for peacefully sharing his faith with others.\nOutput:"
},
{
"from": "gpt",
"value": "English"
}
] |
[
{
"from": "human",
"value": "In this task, you are given an answer, and your task is to generate a reasonable question for that answer.\n--------\nQuestion: I want to see a horror film.\n\nAnswer: Want to see a movie together?\n\n\nQuestion: they are really nice\n\nAnswer: Are the people friendly?\n\n\nQuestion: It's on my list of things to see.\n\nAnswer:"
},
{
"from": "gpt",
"value": "Did you know we have a world-famous zoo here?\n\n\n"
}
] |
[
{
"from": "human",
"value": "Given the task definition and input, reply with output. In this task you are given a sentence. You must judge whether the main verb of the sentence is in present or past tense. Label the instances as \"Present\" or \"Past\" based on your judgment. If there is no verb in the given text, answer \"Present\".\n\n\" What about Prince Daniel, \" Julia exclaimed.\n"
},
{
"from": "gpt",
"value": "Past"
}
] |
[
{
"from": "human",
"value": "In this task, you are given a sentence. You must judge whether a single noun or verb has been replaced with another word with the same part of speech. The inversion would result in the sentence sounding unnatural, So unnatural sentences will be considered changed. Label the instances as \"Original\" or \"Changed\" based on your judgment.\nOne example: Gideon brought his phone to his ear and resonated with Bev at HQ .\nSolution is here: Changed\nExplanation: \"resonated\" doesn't fit in this sentence.\n\nNow, solve this: Hell , she 'd lived through those years with him , doing her best to protect him by taking the carton of the blame when she could .\nSolution:"
},
{
"from": "gpt",
"value": "Changed"
}
] |
[
{
"from": "human",
"value": "Given a sequence of actions to navigate an agent in its environment, provide the correct command in a limited form of natural language that matches the sequence of actions when executed. Commands are lowercase and encapsulate the logic of the sequence of actions. Actions are individual steps that serve as the building blocks for a command. There are only six actions: 'I_LOOK', 'I_WALK', 'I_RUN', 'I_JUMP', 'I_TURN_LEFT', and 'I_TURN_RIGHT'. These actions respectively align with the commands 'look', 'walk', 'run', 'jump', 'turn left', and 'turn right'. For commands, 'left' and 'right' are used to denote the direction of an action. opposite turns the agent backward in the specified direction. The word 'around' makes the agent execute an action while turning around in the specified direction. The word 'and' means to execute the next scope of the command following the previous scope of the command. The word 'after' signifies to execute the previous scope of the command following the next scope of the command. The words 'twice' and 'thrice' trigger repetition of a command that they scope over two times or three times, respectively. Actions and commands do not have quotations in the input and output.\n\nLet me give you an example: I_TURN_LEFT I_JUMP\nThe answer to this example can be: jump left\nHere is why: If the agent turned to the left and jumped, then the agent jumped to the left.\n\nOK. solve this:\nI_TURN_RIGHT I_LOOK I_TURN_LEFT I_JUMP I_TURN_LEFT I_JUMP I_TURN_LEFT I_JUMP I_TURN_LEFT I_JUMP\nAnswer:"
},
{
"from": "gpt",
"value": "jump around left after look right"
}
] |
[
{
"from": "human",
"value": "In this task, you are given an input list A. You need to extract and sort the unique digits used in the list in ascending order. Return -1 if there is no digit in the list.\nQ: ['c', 'l']\nA: "
},
{
"from": "gpt",
"value": "-1"
}
] |
[
{
"from": "human",
"value": "Instructions: In this task you are given a sentence. You must judge whether subject of the main clause is singular or plural. Label the instances as \"Singular\" or \"Plural\" based on your judgment.\nInput: Things were different now.\nOutput:"
},
{
"from": "gpt",
"value": "Plural"
}
] |
[
{
"from": "human",
"value": "In this task, you're given a statement, and three sentences as choices. Your job is to determine which sentence clearly disagrees with the statement. Indicate your answer as '1', '2', or '3' corresponding to the choice number of the selected sentence.\n\nInput: Consider Input: Statement: Their efforts are enhanced by five other individuals who are not attorneys and two permanent part-time consultants. Choices: 1. Their efforts are improved by five other people who are not lawyers. 2. Their efforts are improved by five other people who are lawyers. 3. Their efforts are improved by five other people who are not lawyers but have studied the law extensively.\n\nOutput: 2\n\n\nInput: Consider Input: Statement: Today's surplus represents both opportunity and obligation. Choices: 1. Last year's surplus was a disaster. 2. The surplus is for the food rations for the war. 3. The opportunity as well as the obligation are represented by today's surplus.\n\nOutput: 1\n\n\nInput: Consider Input: Statement: She observed that institutionalizing new practices was just the beginning of the task. Choices: 1. The task involved far more than she initially anticipated. 2. She carefully noted how to skirt around the safeguards in order to complete her assignment. 3. She was good at observing and saw that more was required than just the basics.\n\n"
},
{
"from": "gpt",
"value": "Output: 2\n\n\n"
}
] |
[
{
"from": "human",
"value": "In this task you will be given a list of integers. You should round each integer to the nearest tens place. That means you should round the number to the nearest multiple of 10.\nOne example: [-83, 53, -48, 8]\nSolution is here: [-80, 50, -50, 10]\nExplanation: The output correctly rounds each integer in the input list to the nearest ten. So this is a good example.\n\nNow, solve this: [-547, 601, -305, 570, 719, 667, 757, -846, 589, 434]\nSolution:"
},
{
"from": "gpt",
"value": "[-550, 600, -300, 570, 720, 670, 760, -850, 590, 430]"
}
] |
[
{
"from": "human",
"value": "Q: In this task, you're given a review from Amazon. Your task is to generate a rating for the product on a scale of 1-5 based on the review. The rating means 1: extremely poor, 2: poor, 3: neutral, 4: good, 5: extremely good.\nThe item does not match what is in the photo. The pin provided doesn't fit the hole that has the 1.25\" square tubing(no the 1.25\" Square Tubing does not run the whole length of the outside tubing.)\nA:"
},
{
"from": "gpt",
"value": "2"
}
] |
[
{
"from": "human",
"value": "Part 1. Definition\nGiven a disfluent sentence, modify the sentence to it to its equivalent fluent form, preserving the meaning of the sentence.\nPart 2. Example\nWho did the Han Chinese want to help the Khitan no I mean the Mongols fight?\nAnswer: Who did the Han Chinese want to help the Mongols fight?\nExplanation: The input initially means Khitan and then changes to Mongols, hence this is correct.\nPart 3. Exercise\nWhat wasn't the purpose of William Pitt's no the Loudoun's troops at Fort Henry?\nAnswer:"
},
{
"from": "gpt",
"value": "What wasn't the purpose of Loudoun's troops at Fort Henry?"
}
] |
[
{
"from": "human",
"value": "You are given a question. You need to detect which category better describes the question. A question belongs to the description category if it asks about description and abstract concepts. Entity questions are about entities such as animals, colors, sports, etc. Abbreviation questions ask about abbreviations and expressions abbreviated. Questions regarding human beings, description of a person, and a group or organization of persons are categorized as Human. Quantity questions are asking about numeric values and Location questions ask about locations, cities, and countries. Answer with \"Description\", \"Entity\", \"Abbreviation\", \"Person\", \"Quantity\", and \"Location\".\n\nWhat are amphibians ?\nDescription\n\nWhat state has the longest Great Lakes shoreline ?\nLocation\n\nWhat prison is found in Ossining , New York ?\n"
},
{
"from": "gpt",
"value": "Location\n\n"
}
] |
[
{
"from": "human",
"value": "Part 1. Definition\nIn this task you will be given a list of numbers and you need to find the mean (average) of that list. The mean of a list can be found by summing every number in the list then dividing the result by the size of that list. The output should be rounded to 3 decimal places.\nPart 2. Example\n[1,3,5]\nAnswer: 3.000\nExplanation: The mean of the input list is (1+3+5)/3, which equals 3. This is a good example.\nPart 3. Exercise\n[-59.409, 11.318, 60.798, 73.485, 72.784, -16.016, -33.438, -73.826, 66.933, -59.474]\nAnswer:"
},
{
"from": "gpt",
"value": "4.316"
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task, you're given the title of a five-sentence story and the first four sentences. Your job is to write the last sentence of the story to not connect with the rest of the story. Ensure that the generated sentence is contextually relevant to the story.\nSee one example below:\nProblem: Title: Marcus Buys Khakis. Sentence 1: Marcus needed clothing for a business casual event. Sentence 2: All of his clothes were either too formal or too casual. Sentence 3: He decided to buy a pair of khakis. Sentence 4: The pair he bought fit him perfectly.\nSolution: He left in a huff for having his ideas mocked.\nExplanation: Marcus is buying clothes for a business event and not presenting an idea.\n\nProblem: Title: Winning at chess. Sentence 1: Eric wanted to beat his brother at chess for once. Sentence 2: He studied in the night reading books and perusing the internet. Sentence 3: He asked a few friends to practice with him. Sentence 4: When he met his brother on Saturday, he was ready.\nSolution:"
},
{
"from": "gpt",
"value": "Jennifer was relieved to have done a good deed despite her fear."
}
] |
[
{
"from": "human",
"value": "In this task, you are given an article. Your task is to summarize the article in a sentence.\nQ: Thompson was captain of relegated Southport last season scoring one goal in 26 appearances.\nThe 26-year-old has not played a competitive fixture since seriously injuring his patella in January.\nA former England Under-19 international, Thompson is the Silkmen's eighth signing of the summer.\nFind all the latest football transfers on our dedicated page.\nA: "
},
{
"from": "gpt",
"value": "National League club Macclesfield Town have signed former Celtic, Colchester and Tranmere defender Josh Thompson on a free transfer."
}
] |
[
{
"from": "human",
"value": "Detailed Instructions: In this task, you are given sentences from movie reviews. The task is to classify a sentence as \"POS\" if the sentiment of the sentence is positive or as \"NEG\" if the sentiment of the sentence is negative\nProblem:Fear Dot Com is more frustrating than a modem that disconnects every 10 seconds .\nSolution:"
},
{
"from": "gpt",
"value": "NEG"
}
] |
[
{
"from": "human",
"value": "You will be given a definition of a task first, then some input of the task.\nIn this task, you are given inputs i and A, where i is an integer and A is a list. You need to output the first i elements of A, starting with the 1st element in A. i will always have a value less than the length of A\n\n7, ['L', 'z', 'y', 'Y', 'l', '6675', 'F', 'M', '1195', 'v', '2843', '2645', 'P', '8791', 'a', '8041', '7459', 'M']\nOutput:"
},
{
"from": "gpt",
"value": "L, z, y, Y, l, 6675, F"
}
] |
[
{
"from": "human",
"value": "In this task, you are given inputs i,j, and A, where i and j are integers and A is a list. You need to return the sum of all the numerical elements in the list A between the positions i and j (including positions i and j). Return 0 if no numerical element is present in the list between the given ranges. i and j will be non-negative, and will always have a value less than the length of A. i will always be less than j.\n\nLet me give you an example: 3, 7, ['A', '23', '7413', '6933', '3369', '807', 'M', '456']\nThe answer to this example can be: 18522\nHere is why: Here, the numbers from 3rd to 7th position are '7413', '6933', '3369', and '807', hence their sum (7413+6933+3369+807) is 18522.\n\nOK. solve this:\n13, 15, ['9425', '4725', 'o', 'E', '5195', 'I', '5731', 'S', '1119', 'w', '5687', 'z', 'l', '9555', '8963', 'v', '2639', 'P', 'C', 'g', '4865', 'q', '9835', 'h', 'W', 'B']\nAnswer:"
},
{
"from": "gpt",
"value": "18518"
}
] |
[
{
"from": "human",
"value": "In this task, you're given five sentences, numbered 1 through 5. Your job is to generate a title for the story that makes complete sense. The title must be short, with less than three words, use simple language, and include the main topic of the story.\n\nEx Input:\nSentence 1: I made spaghetti last night. Sentence 2: I went to the fridge to get my Romano cheese, which I love! Sentence 3: To my great disappointment, I had none. Sentence 4: I thought grated cheddar might be a replacement. Sentence 5: I tried that and it was horrible, so I ate a hamburger instead.\n\nEx Output:\nNo Romano!\n\n\nEx Input:\nSentence 1: Jimmy went to his family's Thanksgiving celebration. Sentence 2: He went to the kitchen to help his mom cook the meal. Sentence 3: Jimmy saw smoke coming from the oven. Sentence 4: He tried to save the turkey, but it was already burnt. Sentence 5: Jimmy and his family decided to order pizza instead.\n\nEx Output:\nThanksgiving\n\n\nEx Input:\nSentence 1: Tina went to this new restaurant yesterday. Sentence 2: She was not that excited about it. Sentence 3: When she got there she was saw someone she knew. Sentence 4: Tina saw her old friend. Sentence 5: She ended up inviting her for coffee afterwards.\n\nEx Output:\n"
},
{
"from": "gpt",
"value": "Bumping into old friends\n\n\n"
}
] |
[
{
"from": "human",
"value": "Given a sentence in Spanish, generate a new Spanish sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.\nQ: Una granada puede destruir el gatillo de un arma.\nA: "
},
{
"from": "gpt",
"value": "Una calculadora puede tirar del cuerpo de un arma."
}
] |
[
{
"from": "human",
"value": "Definition: Given a sentence, generate what should be the most likely next statement. The next statement should be reasonable and logically correct.\nInput: Someone crawls along a row sending patrons to their feet. Someone\nOutput:"
},
{
"from": "gpt",
"value": "steps out onto a balcony."
}
] |
[
{
"from": "human",
"value": "Definition: In this task, you will be given sentences in which your task is to recognize the name of the drug or medicine. Drugs are substances that change a person's mental or physical state. They can affect how your brain works, how you feel and behave, your understanding, and your senses. Although there might be several correct answers, you need to write one of them.\nInput: Circulating anticoagulant in the procainamide-induced lupus syndrome.\nOutput:"
},
{
"from": "gpt",
"value": "procainamide"
}
] |
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