conversations.from: human
conversations.value: Complete 'Section 1. Definitions. Any capitalize ... ' for this contract: WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.
  WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the "Non-Competition Agreement") to set out certain restrictive covenants of each Party.
  WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement.
  WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.
  AGREEMENT
  NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
  1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the "Master Framework Agreement").
  2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:
  "Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the "Sales Term" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the "Term")." 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.
  1
conversations.from: assistant
conversations.value: 1. [SIGNATURE PAGES FOLLOW]
  2
   IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.
  VIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer
  [SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.
  WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the "Non-Competition Agreement") to set out certain restrictive covenants of each Party.
  WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement.
  WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.
  AGREEMENT
  NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
  1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the "Master Framework Agreement").
  2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:
  "Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the "Sales Term" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the "Term")." 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.
  1
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.
  [SIGNATURE PAGES FOLLOW]
  2
   IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.
  VIVINT SOLAR: VIVINT SOLAR, INC., a Delaware corporation By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer
  [SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]
  [SIGNATURE PAGE]
  VIVINT: VIVINT, INC., a Utah corporation By: /s/ Alex J. Dunn Name: Alex J. Dunn Title: President
  [SIGNATURE PAGE]
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: NON-COMPETITION AGREEMENT AMENDMENT NO. 1
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * VIVINT, INC.
  * VIVINT SOLAR, INC.
  * Each of Vivint Solar and Vivint may also be referred to herein individually as a "Party", and collectively as the "Parties".
  * together with its successors and permitted assigns, "Vivint Solar"
  * together with its successors and permitted assigns "Vivint"
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: August 16, 2017
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement will become effective on the Effective Date, and will continue until the expiration of the "Sales Term" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the "Term")."
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?