flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: must show that he took affirmative action to defeat or disavow the purpose of the conspiracy.”). As the D.C. Circuit recently noted, “withdrawal from the conspiracy is difficult, requiring an affirmative step.” Bahlul v. United States, 840 F.3d 757, 800 (D.C. Cir. 2016). Thus, withdrawal requires either coming clean to authorities of communicating abandonment to co-conspirators. See United Stales v. Walls, 70 F.3d 1323, 1327 (D.C. Cir. 1995). 2. Analysis Agustín acknowledges, as he must, that he bears the burden of establishing that he withdrew from the conspiracy upon his arrest, see Agustin’s MIL Preclude Posb-Arrest Intercepts at 3, a burden that must be proven by a preponderance of the evidence, see Smith v. United States, 568 U.S. 106, 109, 133 S.Ct. 714, 184 L.Ed.2d 570 (2013) (<HOLDING>); Moore, 651 F.3d at 90 (holding that “the Options: A. holding that the defendant bears the burden of proof and that such a disposition does not violate the due process clause B. holding that the defendant bears the burden under plainerror review C. holding that the defendant bears the burden of demonstrating that the action should be transferred D. holding that the plaintiff bears the burden of proof for all elements of section 523a15 E. holding that doctrine does not violate due process

assistant: The best answer is A. holding that the defendant bears the burden of proof and that such a disposition does not violate the due process clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: assistance of counsel.”. 4. Op. at 1036, last two lines of Section III.B. 1: Delete “we do not base our finding of incompetence entirely on this claim.” and replace with “we do not base our finding of ineffectiveness entirely on this claim.”. 5. Op. at 1036, second paragraph of section III.B.2: Delete Counsel’s unreasonable failure to investigate and present the factual and legal basis of Lin’s asylum claim would itself place her actions outside of the range of competent assistance of counsel under Strickland. Before exercising reasonable professional judgment over what facts and legal theories to advance to the IJ, she had to investigate Lin’s case sufficiently to learn what those facts were. See Wiggins v. Smith, 539 U.S. 510, 123 S.Ct. 2527, 2538-39, 156 L.Ed.2d 471 (2003) (<HOLDING>) (citing Strickland, 466 U.S. at 690-91, 104 Options: A. holding that unreasonable noise is not vague because unreasonable denotes objectivity based on circumstances B. holding that alleged choice not to present a conceivable defense when following an unreasonable investigation that failed to discover basis for that defense is itself unreasonable C. holding that a laches defense must be premised on an unreasonable delay that has somehow prejudiced the party asserting the defense D. holding that a party failed to present any evidence to rebut inference that delay was unreasonable and inexcusable E. holding that even if a defendant shows that particular errors of counsel were unreasonable he must show that they actually had an adverse effect on the defense and not merely that the errors had some conceivable effect on the outcome of the proceeding

assistant: The best answer is B. holding that alleged choice not to present a conceivable defense when following an unreasonable investigation that failed to discover basis for that defense is itself unreasonable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree that during your employment with the Company and for one year after your employment with the Company terminates for any reason, you will give the Company ten (10) business days’ written notice of your intention to Provide Services to any other Person that engages in or is preparing to engage in the Business of the Company within the Restricted Area. Such written notice must provide sufficiently detailed information so as to allow the Company to determine if you will be in breach of this Award Agreement if you Provide Services to such other Person.

assistant: Notices
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will comply with all applicable laws, ordinances, rules, regulations, and requirements of Government (including, without limitation, the Employee Retirement Income Security Act of 1974, as amended (ERISA) and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.

assistant: Compliance With Laws
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Purchase Agreement, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. In the event of a conflict or inconsistencies between the terms and conditions of this Agreement and the Purchase Agreement, the terms and conditions of the Purchase Agreement shall control.

assistant: Entire Agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: WL 860364, at *11 (N.D.N.Y. Mar. 13, 2012) (certifying a breach of contract class based on alleged deceptive practices); Taylor v. Am. Bankers Ins. Grp., Inc., 267 A.D.2d 178, 178, 700 N.Y.S.2d 458 (1st Dep’t 1999) (affirming certification of a breach of contract claim when “the predominant focus of this litigation is defendants’ general practice of offering, in prominent print, ostensibly easily avail arranty claims under California law, common questions predominate and class action treatment is appropriate. See, e.g., Brown v. Hain Celestial Grp., 2014 WL 6483216, at *17-18 (N.D.Cal. Nov. 18, 2014) (certifying class claiming violation of California’s express warranty law when products were allegedly falsely labeled organic); Wiener v. Dannon Co., 255 F.R.D. 658, 669 (C.D.Cal.2009) (<HOLDING>). f. California Unjust Enrichment Claim To Options: A. holding that for a class action to be maintained all class members must have a common and undivided interest in the property or matter involved B. holding class action is appro priate for california express warranty claims where material misrepresentations were made to all class members C. holding that where material misrepresentations are made to class members an inference of reliance arises to the entire class D. recognizing a narrow class of cases in which the termination of the class representatives claim for relief does not moot the claims of the class members E. holding that putative class members are not parties to an action prior to class certification

assistant: The best answer is B. holding class action is appro priate for california express warranty claims where material misrepresentations were made to all class members
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

assistant: Disclosures
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more separate counterparts, all of which shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or similar electronic means (including, without limitation, Adobe Portable Document Format (“ PDF ”) or other similar types of electronic scan programs), and the Parties agree that such execution and delivery shall have the same force and effect as delivery of an original document with original signatures and that each Party may use such signatures as evidence of the execution and delivery of this Agreement by the Parties to the same extent that an original signature could be used.

assistant: Counterparts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: scholarship endowments for the benefit of students attending only DePaul, NIU, and Loyola, despite Vrba’s intention expressed in article V(C)(2) that trust assets be used to award scholarships to students attending all universities, both public and private. We consider each of these arguments in turn. In response to National City’s argument that the amendment improperly terminated the Scholarship Trust, the majority defendants do not appear to contest that they were without authority to terminate the Scholarship Trust prior to the 50-year term specified in article V(C)(3) of Vrba’s will. Indeed, we note that our supreme court has previously held that trustees cannot utilize a general power of amendment to alter a fixed date of termination provided in a trust. See Olson, 399 Ill. at 242 (<HOLDING>). The majority defendants instead assert that Options: A. holding that dismissal with leave to amend should be granted even if no request to amend was made B. holding the district court is not required to grant a plaintiff leave to amend his complaint sua sponte when the plaintiff who is represented by counsel never filed a motion to amend nor requested leave to amend before the district court C. recognizing court has authority to modify agreement to cure any unreasonable provision as to duration or scope D. holding that courts may not alter waive or amend the filing deadline E. holding that a trust provision granting a trustee the power to alter amend or modify the trust agreement was never intended to confer authority to amend the trust agreement in so vital a part as to extend the period of its duration

assistant: The best answer is E. holding that a trust provision granting a trustee the power to alter amend or modify the trust agreement was never intended to confer authority to amend the trust agreement in so vital a part as to extend the period of its duration
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: In implementation of the foregoing, ANUBIS shall not disclose any of the Confidential Information to any person except those for whom disclosure is necessary for the effective performance of their responsibilities as employees of agents of ANUBIS, and, in each case, only to the extent required for such effective performance of responsibilities. Each party may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose.

assistant: Yes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days in the case of a Letter of Credit denominated in dollars and no less than four Business Days in the case of a Letter of Credit denominated in an Approved Currency) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, whether such Letter of Credit is to be denominated in dollars or in an Approved Currency, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall submit a letter of credit application as required by the Issuing Bank and using such bank’s standard form (each, a “ Letter of Credit Agreement ”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $25,000,000, (ii) the Revolving Credit Exposures shall not exceed the total Commitments and (iii) the Revolving Credit Exposures denominated in Approved Currencies shall not exceed the Approved Currency Sublimit.

assistant: Amendments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under Applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

assistant: Severability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans will be used to pay the Transaction Costs and for general corporate purposes, including, without limitation, the repayment, prepayment or paydown of other Indebtedness. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

assistant: Use Of Proceeds
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OHIO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE COLLATERAL AGENT AND EACH CREDITOR SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

assistant: Governing Laws
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless the context dictates otherwise, references herein to this Transition Services Agreement refer to this Transition Services Agreement together with all effective Project Statements. The headings contained in this Transition Services Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Transition Services Agreement. The provisions of this Transition Services Agreement will be construed according to their fair meaning and neither for nor against either party irrespective of which party caused such provisions to be drafted. The terms “include” and “including” do not limit the preceding terms. Each reference to “$” or “dollars” is to United States dollars. Each reference to “days” is to calendar days.

assistant: Interpretations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: outside the Golden Key Club, and a spent bullet shell found at the scene was consistent with having been shot from Laux' weapon. 3 . Although this Court has not directly addressed the issue, we have implicitly upheld a search based upon officers' reasonable belief that the person authorizing the search had the authority to do so. State v. Bailey, 276 S.C. 32, 37, 274 S.E.2d 913, 916 (1981) (where defendant left his pickup truck parked in his uncle’s yard, without any instructions or restrictions on its use, and vehicle was unlocked with keys inside, it was “reasonable for the officers to believe ... the [uncle] had authority to consent to the search.”). See also State v. Brockman, 329 S.C. 115, 494 S.E.2d 440 (Ct.App.1997), rev’d on other grounds, 339 S.C. 57, 528 S.E.2d 661 (2000)(<HOLDING>). 4 . Accordingly, we need not decide the more Options: A. holding that officers had a reasonable belief that defendants father had authority to consent to the search of his sons room and computer because he owned the home and had access to the room and computer at will B. holding that reliance on an attorneys erroneous belief as to the date of an estate tax filing deadline is insufficient to constitute reasonable cause C. holding that the question of whether police had a reasonable basis for finding that a third party had authority to consent to search is a question of law D. recognizing that suppression is not warranted if officers had an erroneous but reasonable belief of authority to consent E. holding search not to violate fourth amendment where officers belief that apparent landlord had the power to consent and that he had not revoked that consent was reasonable emphasis added

assistant: The best answer is D. recognizing that suppression is not warranted if officers had an erroneous but reasonable belief of authority to consent
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Modifications and change orders mutually agreed upon by the Parties that are not outside of the scope of work under the Continuing IWTAs and Subcontracts, such as changes in delivery schedule or destination, administrative changes and similar types of changes and modifications, shall be governed by the terms and conditions of the Continuing IWTAs or Subcontracts. For any new work, including work involving material changes in quantities or the nature of goods or services to be provided, that is not addressed in the previous sentence, the Parties may separately negotiate purchase orders not subject to this Agreement.

assistant: Modifications
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement may be executed by any one or more of the parties hereto by facsimile.

assistant: Counterparts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it is possible that those persons the legislature intended to protect from unlawful discrimination under the chapter could themselves be liable for unlawful retaliation. However, an employee who otherwise enjoys the protection of the statute is not, for that reason, shielded from liability for retaliatory conduct prohibited by the statute. Cf. Martin v. Irwin Indus. Tool Co., 862 F. Supp. 2d 37, 38, 38-40 (D. Mass. 2012) (rejecting co-worker defendant’s argument that retaliation provision in Massachusetts’ anti-discrimination law applied only to “employers and those ‘persons’ who exercise similar degrees of authority” and finding that statutory language allowed for a co-employee to be held liable); Beaupre v. Cliff Smith & Associates, 738 N.E.2d 753, 764, 764-67 (Mass. App. Ct. 2000) (<HOLDING>). Finally, we note that, if the legislature Options: A. holding plain language of act provides cause of action only against participating hospitals B. holding that although a statute regarding sentencing for firsttime drug offenders was plain obvious and unambiguous in its terms construing the statute by its plain language would be inconsistent with contrary to and illogical in light of the legislatures intent in enacting the statute C. holding that in construing statute courts must first look to its plain language D. recognizing that plain language of retaliation provision in massachusetts antidiscrimination statute provides on its face for individual personal liability and upholding jury verdict against employee under statute E. recognizing validity of state antidiscrimination provisions

assistant: The best answer is D. recognizing that plain language of retaliation provision in massachusetts antidiscrimination statute provides on its face for individual personal liability and upholding jury verdict against employee under statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay to Executive an annual base salary (“ Base Salary ”) of $250,000 in accordance with the Company’s normal payroll procedures. The Compensation Committee shall review the Executive’s Base Salary no less than annually and may increase (but not decrease) such Base Salary during the term of this Agreement.

assistant: Base Salary
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in Section 2.4 and 2.5 or as otherwise expressly specified on the Schedules hereto, each Party will be responsible for any costs and expenses incurred by such Party in connection with the provision of the respective Transition Services hereunder.

assistant: Expenses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders, Administrative Agent and Borrower agree that any legal action or proceeding by or against Borrower or with respect to or arising out of this Agreement, the Notes, or any other Credit Facility Document may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States of America for the Southern District of New York, or any appellate court thereof, as Administrative Agent may elect. By execution and delivery of this Agreement, the Lenders, Administrative Agent and Borrower accept, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Lenders, Administrative Agent and Borrower irrevocably consent to the service of process out of any of the aforementioned courts in any manner permitted by law. Nothing herein shall affect the right of Administrative Agent to bring legal action or proceedings in any other competent jurisdiction. The Lenders, Administrative Agent and Borrower further agree that the aforesaid courts of the State of New York and of the United States of America shall have exclusive jurisdiction with respect to any claim or counterclaim of Borrower based upon the assertion that the rate of interest charged by the Lenders on or under this Agreement, the Loans and/or the other Credit Facility Documents is usurious. The Lenders, Administrative Agent and Borrower hereby waive any right to stay or dismiss any action or proceeding under or in connection with this Agreement or any other Credit Facility Document brought before the foregoing courts on the basis of forum non-conveniens.

assistant: Consent To Jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Both before and after giving effect to (a) the Loans made and Letters of Credit Issued on or prior to the date this representation and warranty is made or remade, (b) the disbursement of the proceeds of such Loans to or as directed by Borrower, and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties taken as a whole are Solvent.

assistant: Solvency
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all taxes, assessments and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

assistant: Taxes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made by each Grantor herein or in any certificate or other instrument delivered by each Grantor or on its behalf under this Security Agreement shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of this Security Agreement and the other Loan Documents.

assistant: Warranties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Award may be amended only by a writing executed by the Company and the Participant which specifically states that it is amending this Award. Notwithstanding the foregoing, this Award may be amended solely by the Committee by a writing which specifically states that it is amending this Award, so long as a copy of such amendment is delivered to the Participant, and provided that no such amendment adversely affecting the rights of the Participant hereunder may be made without the Participant’s written consent. Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Participant, the provisions of the SARs or this Award in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in Applicable Laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to SARs which have not been exercised as provided herein.

assistant: Amendments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock (and on the shares of Common Stock received upon their conversion) shall be subject to withholding and backup withholding of taxes to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by the Holders.

assistant: Withholdings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Torts § 757 emt. b (1989)). 119 Even viewing all of the facts and drawing all of the inferences therefrom in the light most favorable to CDC, see Bingham v. Roosevelt City Corp., 2010 UT 37, ¶ 10, 235 P.3d 730, we agree with the trial court that CDC has not carried its burden of setting forth sufficient facts to create a genuine issue of material fact as to the first prong of the statutory definition-that the pricing information was not generally known and not readily ascertainable by proper means. 120 CDC points to no record evidence of how its pricing information was in fact developed. Nor does it cite to any record evidence indicating that its pricing information or its method for obtaining pricing information is unique or especiall 6 TS, 2008 WL 2004327, at *8 (D.Utah May 9, 2008) (<HOLDING>); Delto Med. Sys., Inc. v. Mid-America Med. Options: A. holding that the plaintiff failed to carry its burden of proving that its customer list was a trade secret in part because the sole evidence in regard to the customerlist concerned the expenditures in an unidentified sum B. holding that the plaintiff presented sufficient evidence to establish an agency relationship for service to be effective C. holding that a customer list may be protectable as a trade secret if it is secret and the court examines and determines if it is protectable based on three factors 1 what steps if any an employer has taken to maintain the confidentiality of a customer list 2 whether a departing employee acknowledges that the customer list is confidential and 3 whether the content of the list is readily ascertainable D. holding that the plaintiffs customer list was not a trade secret in part because there was no evidence that by the nature of the plaintiffs business extraordinary effort was involved in compiling the customer list E. holding that the plaintiff presented sufficient evidence to create a genuine issue of material fact that its customer list was a trade secret because the plaintiff presented evidence that the list took ten years and great expense to the company to develop

assistant: The best answer is E. holding that the plaintiff presented sufficient evidence to create a genuine issue of material fact that its customer list was a trade secret because the plaintiff presented evidence that the list took ten years and great expense to the company to develop
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Plan shall be submitted to the stockholders of the Company for approval at the Company’s 2015 annual meeting of stockholders and, if so approved, the Plan shall become effective as of the date on which the Plan was approved by the Company’s stockholders. Once effective, this Plan shall supersede and replace the Prior Plan; provided , that the Prior Plan shall remain in effect with respect to all outstanding awards granted under the Prior Plan until such awards have been exercised, forfeited, cancelled, expired, or otherwise terminated in accordance with the terms of such awards. This Plan shall terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of its effective date, unless terminated earlier by the Board; provided , however , that no Incentive Stock Options shall be granted after the tenth anniversary of the date on which the Plan was approved by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan.

assistant: Effective Dates
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you live in ( or your principal place of business is in ) the united states , please read the binding arbitration clause and class action waiver in section 15 .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in Section 3 hereof, the MTE RSUs shall vest on the [NUMBER OF YEARS] anniversary of the Grant Date. Notwithstanding the foregoing, the Committee shall have the authority to remove the Restrictions on the MTE RSUs whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the Grant Date, such action is appropriate.

assistant: Vesting
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission on a Current Report on Form 8-K.

assistant: Notices
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive will have such powers and duties as may from time to time be prescribed by the Company’s Chief Executive Officer or another designated Company executive. The Executive shall devote her full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executive’s performance of her duties to the Company.

assistant: Duties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall, to the fullest extent to which it is empowered to do so by applicable law, defend, indemnify and hold you harmless from and against all claims, demands, lawsuits, liabilities, losses, damages, penalties, fines, costs and expense (including, but not limited to, reasonable related attorneys’ fees) arising from any actual, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, to which you are or are threatened to be made a party by reason of your services as an officer and/or director of the Company.

assistant: Indemnifications
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for the offenses on different days and under different cause numbers. Kennedy contends that, because the offenses were originally brought in the same indictment, they should have counted as one sentence for criminal-history purposes, but he fails to provide any legal authority either supporting his assertion or even addressing the district court’s implicit determination that the offenses being originally charged in one indictment did not alter the result under the guideline provision governing whether prior sentences are counted separately or as a single sentence. Accordingly, Kennedy cannot demonstrate counsel’s failure to object to the criminal-history calculation on prior felony offenses constituted deficient performance. E.g., McCoy v. Lynaugh, 874 F.2d 954, 968 (5th Cir.1989) (<HOLDING>). As for Kennedy’s claim that counsel was Options: A. holding that appellate counsel could not be found to have rendered ineffective assistance for failing to raise issues that are without merit B. holding that counsel was not deficient in failing to present a meritless argument C. holding that an attorney is not ineffective for failing to make a meritless objection D. holding counsel was not deficient for declining to make a meritless argument E. holding that counsel was not deficient for failing to make an objection that lacked merit

assistant: The best answer is E. holding that counsel was not deficient for failing to make an objection that lacked merit
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The authorized and outstanding capital stock of the Company on a fully diluted basis as of the date of this Agreement and the Final Closing Date (not including the Units ) are set forth in the SEC Filings. Except as set forth in the SEC Filings, there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible into or exchangeable for or giving any right to subscribe for any Units of capital stock or other equity interest of the Company or any of the Subsidiaries. The only officer, director, employee and consultant stock option or stock incentive plan or similar plan currently in effect or contemplated by the Company is described in the SEC Filings. There are no outstanding agreements or preemptive or similar rights affecting the Company's Common Stock.

assistant: Capitalization
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “vagaries of the calendar or the occurrence of natural or manmade disasters.” Id. The statutory definitions quoted above exclude overtime, callback pay, clothing allowances, and other such benefits, which are, likewise, items of pay that are affected by variations in the calendar and emergencies. Longevity pay does not vary with the calendar or emergencies. It is regular; it is basic pay; and the fact that its amount must be determined by a calculation does not change those facts. The courts in sister states have also held that longevity pay constitutes salary for the purpose of calculating pension benefits, and their reasoning is persuasive. See, Abbott v. City of Los Angeles, 178 Cal. App. 2d 204, 3 Cal. Rptr. 127 (1960); Hay v Highland Park, 134 Mich. App. 624, 351 N.W.2d 622 (1984) (<HOLDING>); Gentile v City of Detroit, 139 Mich. App. Options: A. holding that courts have inherent power to hire and require salaries be paid to secretaries clerks probation officers and assistants B. holding that police officials did not have property interest in continuation of longstanding policy of providing officers with step and longevity salary increases C. holding that longevity pay enhanced the regular periodic salaries paid to firefighters and police officers D. holding that a threeday suspension without pay did not infringe police officers liberty interest E. holding that even if the plaintiff had asserted a cause of action under the virginia wrongful death act against the city police officers the police officers would be entitled to sovereign immunity

assistant: The best answer is C. holding that longevity pay enhanced the regular periodic salaries paid to firefighters and police officers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

assistant: Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 377 S.E.2d at 597. The defendant agreed that he could renew the motion if, as a result of jury voir dire, there was a problem. Id. Because the defendant never renewed the motion, we refused to consider his contention on appeal that the trial court had abused its discretion by failing to grant a change of venue. Id. Although Green did not agree to continue his change of venue motion as did the defendant in Hoke, Green, however, did not object to the circuit court’s decision to take the motion under advisement pending the outcome of voir dire. Consequently, it was incumbent upon Green to renew the motion before the jury was empanelled and sworn, or at least remind the court that it was still pending and that he wanted the court to rule on it. Cf. Lenz, 78, 570 S.E.2d 863, 863-64 (2002) (<HOLDING>). After voir dire was completed but before the Options: A. holding appellant did not waive right to article 3823 instruction in failing to object to introduction of evidence when he raised a fact issue regarding the legality of the seizure of the cocaine B. holding defendant did not expressly or implicitly waive objection raised in motion to strike the evidence when defendant later did not object to a jury instruction covering the same issue C. holding that the trial court need not hold a voluntariness hearing where the defendant did not object and no evidence presented raised the issue D. holding that the defendant could not appeal a jury instruction where he did not object to the challenged instruction but in fact requested it and stated he was satisfied with it E. holding that argument was not preserved where defendant did not file a pretrial motion to suppress and did not object or make a motion to exclude the evidence until his motion to dismiss at the close of all of the evidence

assistant: The best answer is B. holding defendant did not expressly or implicitly waive objection raised in motion to strike the evidence when defendant later did not object to a jury instruction covering the same issue