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 legal provision and list the applicable contract clause categories. Provision: Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than two (2) business days after learning of such subpoena, court order, or other government process, shall notify the Company (to the extent such notice is legally permissible) and, at the Company’s expense, Executive shall: (a) take reasonable and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.

assistant: Confidentiality
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: None of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services or separation from service as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including share option agreements under any share option plan of the Company.

assistant: Transactions With Affiliates
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: body language would not be improper — was also reasonable. See Burks, 27 F.3d at 1429 & n. 3 (noting that trial counsel’s evaluation of a potential juror’s demeanor, tone, and facial expressions may lead to a "hunch” or "suspicion" that the juror might be biased, and that a peremptory challenge based on this reason would be legitimate); United States v. Power, 881 F.2d 733, 740 (9th Cir.1989) (accepting as legitimate the government's explanation that a juror’s "fidgeting and looking around as he sat in the jury box ... made the prosecutor believe that the individual would not be an attentive juror”). 12 . Although Collins does not challenge the prosecutor's strike against Juror 019, this strike is relevant to Collins’ Batson challenge. See Hernandez, 500 U.S. at 363, 111 S.Ct. 1859 (<HOLDING>) (internal quotation marks omitted); Purkett, Options: A. holding intent may be inferred from all facts and circumstances B. holding that parties may stipulate to facts from which jurisdiction may be inferred C. holding that a prosecutors motive may often be inferred from the totality of relevant facts D. holding that fraud may be inferred from circumstantial evidence E. holding that an invidious discriminatory purpose may often be inferred from the totality of the relevant facts

assistant: The best answer is C. holding that a prosecutors motive may often be inferred from the totality of relevant facts
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: Enter into any transaction with its Affiliates except (i) with respect to Assets which are not Unencumbered Assets, transactions occurring in the ordinary course of the business of owning and operating hotels, the Lender Parties agree that operating leases, loans, and guaranties of indebtedness are all in the ordinary course of business and (ii) with respect to Unencumbered Assets, subject to the consent of the Administrative Agent, not to be unreasonably withheld, transactions occurring in the ordinary course of the business of owning and operating hotels, and in each case in accordance with Section 5.01(i).

assistant: Transactions With Affiliates
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: At any time or from time to time upon the request of the Administrative Agent, each Loan Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of the Loan Documents.

assistant: Further Assurances
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 and each Subsidiary, to the extent its applicable, has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the consolidated financial statements of the Company for all current taxes and other charges to which the Company or any Subsidiary, if any, is subject and which are not currently due and payable. None of the federal income tax returns of the Company have been audited by the Internal Revenue Service. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal, state or foreign) of any nature whatsoever, whether pending or threatened against the Company or any Subsidiary for any period, nor of any basis for any such assessment, adjustment or contingency.

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: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

assistant: Participations
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: Grantee understands that he or she (and not the Company) shall be responsible for all applicable taxes required to be paid with respect to lapse of restrictions on the Restricted Stock. Grantee further understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid, if any, for the Restricted Stock and the fair market value of the Restricted Stock on the Lapse Date. Grantee understands that he or she may elect, pursuant to Section 83(b) of the Code, to be taxed at the time the Restricted Stock is granted rather than when and as the restrictions on the Restricted Stock lapse by filing a Section 83(b) election with the Internal Revenue Service within 30 days from the date the Restricted Stock is transferred to Grantee. Grantee understands that failure to make this filing timely shall result in the recognition of ordinary income by Grantee on the fair market value of the Restricted Stock as the Restricted Stock becomes vested and nonforfeitable. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.

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: The Seller is a corporation duly-organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Seller does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Seller is not a participant in any joint venture, partnership or similar arrangement. Except for the Stockholders, no other person owns any right, title or interest in or to any capital stock or other equity interest or owns any security that is exercisable or exchangeable for or convertible into any equity interest in the Seller.

assistant: Organizations
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: I agree that if one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties’ intent. Without limiting the generality of the foregoing, the parties hereby expressly state their intent that, to the extent any provision of this Agreement is unenforceable due to the scope (temporal, geographic or otherwise) being too broad, the court or arbitrator properly adjudicating any dispute with respect thereto shall modify such provision to the minimum extent necessary to cause such provision to be enforceable.

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 case excerpt and choose the best holding from the options. Case excerpt: house.” This is sufficient to connect West to the conspiracy of which Chapman was a part. See United States v. Misher, 99 F.3d 664, 668 (5th Cir. 1996) (stating that an individual’s “presence and association with other members of the conspiracy, when supported by other evidence, may be used to support the finding of a conspiracy”). Therefore, even, if the jury believed that only West knew about the guns, they had ample evidence that West was a co-conspirator of Chapman’s. West’s testimony would not likely have resulted in Chapman’s acquittal. Giv-. en these shortcomings of Chapman’s motion for a new trial, the district court did not abuse its discretion in failing to hold an evidentiary hearing on Chapman’s motion. See United States v. Brewer, 60 F.3d 1142, 1145-46 (5th Cir. 1995) (<HOLDING>). B. Boyer Boyer argues that the district court Options: A. holding that affidavit from a new witness was not newly discovered evidence because trial counsel knew of the existence of the witness before trial trial counsel with due diligence could have discovered the evidence B. holding that the district court did not abuse its discretion in denying motion for new trial based on newly discovered evidence where the evidence would serve only to impeach testimony C. holding defendant not entitled toa hearing on his motion for a new trial where he failed to prove that his new evidence was in fact newly discovered and that its recent discovery was in no way attributable to a previous lack of diligence D. holding that to justify a new trial based upon newly discovered evidence 1 the evidence must have been discovered after trial 2 the failure to discover this evidence must not be attributable to a lack of due diligence on the part of the movant 3 the evidence must not be merely cumulative or impeaching 4 the evidence must be material and 5 the evidence must be likely to produce an acquittal if a new trial is granted E. holding that to obtain a new trial based on newly discovered evidence the defendant must allege facts from which the court may infer diligence on the part of the defendant

assistant: The best answer is C. holding defendant not entitled toa hearing on his motion for a new trial where he failed to prove that his new evidence was in fact newly discovered and that its recent discovery was in no way attributable to a previous lack of diligence
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: rule, but emanates from the inherent power of the court. See A. Hollow Metal Warehouse v. United States Fidelity & Guar. Co., 700 F.Supp. 410, 411-12 (N.D.Ill.1988). Not only is a motion to reconsider an allowable method of reviewing a prior order, it is the most appropriate and advantageous method of seeking relief from an interlocutory order for a party to pursue. The beneficial aspect of distinguishing between the two methods of relief is readily apparent when the strict standard for granting relief under Rule 60(b) is contrasted with the practically unbridled discretion of a district court to reconsider a previous interlocutory order. Compare Greene v. Union Mutual Life Ins. Co. of America, 764 F.2d 19, 22 (1st Cir.1985), and United States v. Jerry, 487 F.2d 600, 604 (3d Cir.1973) (<HOLDING>), with Lomas & Nettleton Co. v. Wiseley, 884 Options: A. holding that the inherent power of the district court includes the power to santion attorneys for violations of court orders or other conduct which interferes with the courts power to manage its calendar and the courtroom B. holding that any change to a judgment made by the trial court while it retains plenary jurisdiction will restart the appellate timetable but only a motion seeking a substantive change will extend the appellate deadlines and the trial courts plenary power C. holding that a plenary suit is required to invoke the district courts supervisory control over the commissioners court D. recognizing plenary power of district court to alter interlocutory orders E. recognizing the inherent power of the court to coerce compliance with its orders

assistant: The best answer is D. recognizing plenary power of district court to alter interlocutory orders
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 must be considered overbroad and unconstitutional on its face. They further assert that the act is not susceptible to a narrowing construction which would shrink it to constitutional proportions and therefore the Appellate Division’s attempt to do so by the imposition of a monetary enforcement threshold of $750 was legally ineffective. We can agree with one aspect of plaintiffs’ argument. The act would be overreaching if its terms were to be enforced literally and inflexibly. Applied in this fashion, the oppressive effect of the statute on virtually all individuals engaging in nonpartisan as well as political conduct would far exceed the outermost bounds of its legitimate governmental purpose. Cf. New York Civil Liberties Union, Inc. v. Acito, 459 F.Supp. 75 (S.D.N.Y.1978) (<HOLDING>). The trial court found that “[t]here can be Options: A. holding that washingtons harassment statute was unconstitutionally overbroad because it covered constitutionally protected speech B. holding new yorks disclosure law unconstitutionally overbroad C. holding portions of the online solicitation of a minor statute unconstitutionally overbroad in violation of the first amendment D. holding the improper photography or visual recording statute unconstitutionally overbroad in violation of the first amendment E. holding that a statute must burden a substantial amount of protected speech to be unconstitutionally overbroad

assistant: The best answer is B. holding new yorks disclosure law unconstitutionally overbroad
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: Each Loan Party has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither any presentation to the Lenders nor any of the reports (including without limitation all reports that any Loan Party is required to file with the SEC), financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided , that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time; it being understood and agreed that (a) any financial or business projections furnished by the Borrower are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower, (b) no assurance is given by the Borrower that the results of such projections will be realized and (c) the actual results may differ from the results of such projections and such differences may be material.

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 case excerpt and choose the best holding from the options. Case excerpt: elements of the agree- merit.’” Foley v. Interactive Data Corp. 47 Cal.3d 654, 254 Cal.Rptr. 211, 765 P.2d 373, 386 (1988) (quoting Goetz & Scott, The Limits of Expanded Choice: An Analysis of the Interactions Between Express and Implied Contract Terms 73 Cal. L.Rev. 261, 273-276 (1985)). The modern view is that, “[j]ust as assent may be manifested by words or other conduct, sometimes including silence, so intention to make a promise may be manifested in language or by implication from other circumstances.” Restatement (Second) of Contracts § 4 cmt. a (1981). Whether the parties acted in a manner sufficient to create implied contractual terms is a question of fact generally precluding summary judgment. See Reynolds v. Palnut Co., 330 N.J.Super. 162, 171-72, 748 A.2d 1216 (App.Div.2000) (<HOLDING>). As the court noted in Giudice v. Drew Chem. Options: A. holding that the plaintiff may proceed under a claim for breach of contract and unjust enrichment because the defendant admitted the existence of a contract solely for the purposes of summary judgment B. holding summary dismissal of breach of implied employment contract claim inappropriate where factual issue over existence of oral policy C. holding part performance of an oral agreement necessary to take the oral agreement out of the statute of frauds must be consistent only with the existence of the alleged oral contract D. holding failure to establish terms of an oral loan agreement precluded the existence of a breach of contract claim E. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract

assistant: The best answer is B. holding summary dismissal of breach of implied employment contract claim inappropriate where factual issue over existence of oral policy
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii)by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii)by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 not sell, assign, or convey any right, title, or interest whatsoever in or to the Property, or create or permit to attach any lien, security interest, easement, encumbrance, charge, or condition affecting the Property (other than the Permitted Exceptions).

assistant: Liens
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: filed a complaint against Guest Services, Inc., alleging that her discharge was wrongful. Ms. Washington claimed that her co-worker’s conduct in spraying the food with cleaning fluid contravened applicable District of Columbia health and food regulations, and that Guest Services had dismissed her (Ms. Washington) “for protesting safety, health, and food code violations on the part of the defendant.” On June 17, 1996, Guest Services filed a motion for summary judgment. Guest Services argued that Ms. Washington was an at-will employee and that her allegations, even if true, did not bring her within the only public policy exception to the at-will employment doctrine that had been recognized by this court at the time. See Adams v. George W. Cochran & Co., 597 A.2d 28, 34 (D.C.1991) (<HOLDING>). On July 23, 1996, the trial judge granted Options: A. holding that an atwill employee may not be discharged for refusal to violate the law B. holding that an atwill employee may bring a cause of action under section 1981 C. holding that an atwill employee can be discharged for any reason or no reason unless employee is discharged for reasons that contravene a clear mandate of public policy D. holding that absent a law or collective bargaining agreement a municipal employee is an employee atwill E. holding that an atwill employee may not recover for discriminatory discharge under section 1981 because the atwill relationship was not sufficiently contractual under tennessee law

assistant: The best answer is A. holding that an atwill employee may not be discharged for refusal to violate the law
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: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign, including FINRA) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or FINRA involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

assistant: Litigations
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 representations and warranties made herein and in any certificate delivered in connection herewith shall survive for a period of twenty-four (24) months following the Closing Date, at which time they shall expire; provided, however, that (i) the representations and warranties set forth in Sections 3.1, 3.3, 3.4, 4.1, 4.3, and 4.19 of this Agreement (the “ Fundamental Representations ”) shall survive until the expiration of the applicable statute of limitations and (ii) the representations and warranties in Section 4.6 of this Agreement shall survive until the expiration of the applicable statute of limitations. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties, then notwithstanding any statement herein to the contrary, the relevant representations and warranties shall survive as to such claim, until such claim is finally resolved. Unless a specified period is set forth in this Agreement (in which event such specified period will control), all agreements and covenants contained in this Agreement will survive the Closing and remain in effect until thirty (30) days after the expiration of the applicable statutes of limitations. To avoid any doubt, the parties agree that the time limitations herein limit the time in which a claim may be brought even though such time limits may be less than those otherwise afforded under applicable statutes of limitations. In the event that a claim has been brought within such time periods, the running of such time prior to the final adjudication of such claim shall not time bar the continuation of such claim.

assistant: Survival
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: As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described in the Fee Letter on the terms and subject to the conditions set forth therein.

assistant: Fees
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: that CPI had sustained actual damages. See DeJong, supra, 162 Ga. App. at 530 (1). There was no evidence that these were liabilities owed by CPI. Consequently, CPI lacks standing to pursue any damages belonging to H&I or NCO. See Augusta Tennis Club, supra, 219 Ga. App. at 94 (1). (b) Oami’s Damages “It is axiomatic that each corporation is a separate entity, distinct and apart from its stockholders.” (Citation and punctuation omitted.) Accurate Printers, Inc. v. Stark, 295 Ga. App. 172, 175 (1) (a) (671 SE2d 228) (2008). Canton Plaza was owned in the name CPI. Although Oami was the owner of CPI, he did not enter into the contracts underlying this lawsuit — the promissory note and security deed — in his individual capacity. As a result, Oami was not a party to those contracts. Cf. id. (<HOLDING>). Therefore, Oami was not entitled to pursue Options: A. holding that corporation and sole owner of corporation were separate legal entities and corporation was not party to contract signed by owner in individual capacity B. holding that claims of corporation vest in corporation C. holding that a corporation could be served by delivering a copy of the subpoena to an officer or managing or general agent of the corporation and that the agent could be an individual a partnership or another corporation D. holding that the individual defendants were acting as principals andor officers of the corporation and therefore there was no third party present to interfere in the relationship to which their corporation was a party E. holding individual who signed contract on behalf of a corporation is individually liable where he knew corporation was not incorporated at the time the contract was executed

assistant: The best answer is A. holding that corporation and sole owner of corporation were separate legal entities and corporation was not party to contract signed by owner in individual capacity
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 provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision or part thereof shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law which renders any provision of this Agreement invalid or unenforceable in any respect. To the fullest extent permitted by Law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable: (a) the Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces; and (b) the remainder of this Agreement shall not be affected by such invalidity or unenforceability.

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: Because of the need for confidentiality, we must maintain tight controls over our business records. Business records are those documents whose primary purpose is to record the actions of the Company, including marketing and financial matters. Therefore, you agree not to remove any business records (whether in written or electronic form) from our premises without the prior written consent of our President and Chief Executive Officer. Notwithstanding the foregoing, you may remove business records from Company premises to the extent necessary to carry out your responsibilities under the Employment Agreement. Such documents shall be returned to the premises immediately once they are no longer necessary. All documents must immediately be returned to the Company upon termination of employment.

assistant: Records
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: arguments is now the basis for serious sanctions imposed on civil litigants who raise them”). Indeed, this court has upheld a Fed.R.CivJP. 12(b)(6) dismissal of Mr. Ambort’s refund claim for failure to state a claim upon which relief may be granted. Benson v. United, States, Nos. 94-4182, 95-4061, 1995 WL 674615, at **2 - 3 (10th Cir. Nov. 13, 1995). In that case, we specifically stated that “Mr. Am-bort, a United States citizen born in California and living in the United States, is subject to the tax laws” and that his assertion of status as a nonresident alien was frivolous. Id. at *3. Contrary to Ambort’s contentions, the consistent rejection of his frivolous arguments does not equate to a denial of access to the courts. See Werner v. Utah, 32 F.3d 1446, 1447 (10th Cir.1994) (<HOLDING>). And, consequently, Ambort’s refusal to accept Options: A. holding that prisoners have a constitutional right to meaningful access to courts and examining the facility as a whole to determine whether such access was sufficient B. recognizing a right of access to civil proceedings C. holding that media members had no constitutional right of access to tapes D. holding that a plaintiff has no absolute unconditional right of access to the courts and no constitutional right of access to prosecute frivolous or malicious actions E. holding that the total denial of all access to the law library for seven months violated the plaintiffs constitutional right of access to the courts

assistant: The best answer is D. holding that a plaintiff has no absolute unconditional right of access to the courts and no constitutional right of access to prosecute frivolous or malicious actions
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: Within thirty (30) days after November 30, 2018, and within thirty (30) days after each successive November 30 thereafter that this Agreement is in effect, the Company shall have the right to review this Agreement, and in its sole discretion either continue and extend this Agreement, terminate this Agreement, and/or offer Employee a different agreement and will notify Employee of such action within said thirty (30) day time period mentioned above. This Agreement shall remain in effect until so terminated and/or modified by the Company. Failure of the Company to take any action within said thirty (30) days shall be considered an extension of this Agreement for an additional twelve (12) month period of time. Notwithstanding anything to the contrary contained in this “sunset provision,” it is agreed that if a Change of Control occurs while this Agreement is in effect, then this Agreement shall not be subject to termination or modification under this provision, and shall remain in force for a period of twelve (12) months after such Change of Control, subject to further twelve (12) month anniversary date renewals.

assistant: Terms
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: & Rem.Code Ann. § 33.003 (West 2008) (emphasis added). Thus, if legally sufficient evidence does not exist of the negligence of a settling physician, his percentage of responsibility should not be submitted. See id. § 33.003(b) (expressly prohibiting submission to jury of any person’s percentage of responsibility absent legally sufficient evidence); Rehab. Facility at Austin, Inc. v. Cooper, 962 S.W.2d 151, 154 (Tex.App.-Austin 1998, no pet.) (interpreting predecessor statute and holding that trial court properly refused to submit settling defendant’s negligence to jury); see also Tex.R. Civ. P. 278 (authorizing trial court to submit to jury only questions raised by pleadings and evidence); Kroger Co. v. Betancourt, 996 S.W.2d 353, 358 (Tex.App.-Houston [14th Dist.] 1999, pet. denied) (<HOLDING>). That is, section 33.003, the comparative Options: A. holding that to establish tort liability in a negligence action there must be a legal duty on the part of the defendant to plaintiff B. holding that defendant was not harmed by submission of invalid fraud claim C. holding submission of question on comparative responsibility of settling defendant is required only if evidence exists supporting liability on part of settling defendant D. holding when reasonable minds cannot differ the question of comparative negligence is a question of law appropriate for summary judgment E. recognizing that whether a duty exists is a question of law for the courts

assistant: The best answer is C. holding submission of question on comparative responsibility of settling defendant is required only if evidence exists supporting liability on part of settling defendant
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: legislation because it “grants Native Americans a right not enjoyed by other Americans, that is, a right to the protection of a special ethnic-based trademark for its style of goods that is not available to any other race or ethnicity.” (Def.’s Mem. 28.) As such, Specialties argues, the IACA should be subjected to strict scrutiny, a test it cannot survive. But the Supreme Court has established that statutes providing for special treatment of Indians will not be disturbed “[a]s long as the special treatment can be tied rationally to the fulfillment of Congress’ unique obligation toward the Indians.” Morton v. Mancari, 417 U.S. 535, 555, 94 S.Ct. 2474, 41 L.Ed.2d 290 (1974); see also United States v. Antelope, 430 U.S. 641, 645 & n. 6, 97 S.Ct. 1395, 51 L.Ed.2d 701 (1977) (<HOLDING>). Accordingly, federal courts have long Options: A. holding the constitution vests the federal government with exclusive authority over relations with indian tribes B. recognizing the inherent power of indian tribes to exercise criminal jurisdiction over all indians C. holding that congress which regulated the introduction of alcoholic beverages in indian country could validly delegate to indian tribes its authority to regulate that subject matter because indian tribes themselves possessed independent authority over the subject matter D. holding that federal legislation with respect to indian tribes is not based upon impermissible racial classifications and noting that article i 8 of the constitution gives congress the power to regulate commerce with the indian tribes E. holding that an indian tribes exercise of criminal jurisdiction over nonindians is inconsistent with the domesticdependent status of the tribes and that tribes may not assume such jurisdiction without congressional authorization

assistant: The best answer is D. holding that federal legislation with respect to indian tribes is not based upon impermissible racial classifications and noting that article i 8 of the constitution gives congress the power to regulate commerce with the indian tribes
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 Owner and the Seller shall maintain in confidence and shall not, without the prior written consent of the Buyer, use, disclose or give to others any proprietary fact or information regarding the business of the Buyer (including the Business), which is not generally available to the public (including but not limited to information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, vendor lists, inventions or any other technical, trade or business secret or confidential or proprietary information of the Buyer or of any third party provided to the Owner in the course of the Owner's relationship with the Buyer or its predecessors). Seller and the Owner shall not disclose any of the business terms of this transaction without the written consent of the Buyer, except, on a need to know basis, to their respective professional advisors and except insofar as such disclosure may be required by applicable Law. The non-disclosure restrictions in this Section 9.5 shall stay in effect until the later of (a) such time as the confidential and proprietary information has properly become known to the general public through no wrong-doing or breach by the Seller, or (b) five (5) years from the Closing Date. Notwithstanding, all information constituting a trade secret shall be held in secret for as long as such time is reasonably necessary to protect the Buyer's legitimate business interests.

assistant: Confidentiality
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 and its Domestic Restricted Subsidiaries own, or are licensed to use, all Intellectual Property material to the conduct of their businesses, and the use thereof by the Borrower and its Domestic Restricted Subsidiaries does not, to the knowledge of the Borrower, infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any other Person, in each case except where the failure to own or license Intellectual Property, or any infringement on Intellectual Property rights would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

assistant: Intellectual Property
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: Each of the following events shall constitute an " Event of Default " hereunder: (a) the Borrower defaults in making any payment when the same shall become due under this Note or any of the other Loan Documents, and such default shall continue for five (5) days after the due date therefore; (b) the Borrower fails to comply with any term, covenant or agreement of this Note or any of the other Loan Documents (other than a payment default covered by subsection (a) above), and such failure shall continue for twenty (20) days from the earlier of: (i) notice from the Lender or (ii) the date on which the Borrower first becomes aware of the noncompliance; (c) the commencement of proceedings under any bankruptcy or insolvency law by or against the Borrower or any other person primarily or secondarily liable under this Note, or in respect thereof, including any person or entity who has pledged or granted to the Lender a security interest or other lien in property on behalf of the Borrower, or an inability to pay its obligations when due; (d) the commencement of any levy or sale upon or execution or other proceedings of any nature, including a foreclosure of a subordinate lien on the assets of the Borrower, whereby the owner shall or may be deprived of title or right of possession to either property or any part thereof; (e) the Borrower makes a general assignment for the benefit of creditors; (f) a lien for the performance of work or the supply of materials is filed against the property of the Borrower and un- satisfied or unbonded for a period of thirty (30) days after the date of filing thereof; (g) the occurrence of any material adverse change in the business, operations, properties or condition (financial or otherwise) of the Borrower, or any Collateral, which, in the opinion of the Lender, acting in good faith, impairs its security or impairs the Borrower's ability to meet its payment obligations under the Note or any other Loan Document; (h) the Borrower's dissolution or termination of existence; (i) any loss, theft, or damage to the Collateral which is not fully covered by insurance and which, in the opinion of the Lender acting in good faith, impairs its security or increases its risk; and (j) the occurrence and continuation of an "Event of Default" under the Loan Agreement. Upon an Event of Default, the Lender may, so long as such condition exists, declare the entire Loan Balance immediately due and payable, in addition to any other rights and remedies the Lender may have at law or equity, by providing written notice to the Borrower.

assistant: Remedies