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: This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section 14 of the Plan.

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 legal provision and list the applicable contract clause categories. Provision: This Release Agreement constitutes the entire agreement between myself and Splunk with respect to any matters referred to in the Release Agreement. The Release Agreement supersedes any and all other agreements between myself and Splunk, except for the Employee Invention Assignment and Confidentiality Agreement, attached hereto in Attachment 2, which remains in full force and effect. No other consideration, agreements, representations, oral statements, understandings or course of conduct which are not expressly set forth in the Release Agreement shall be implied or are binding. The Release Agreement may only be modified in a writing signed by myself and an authorized representative of Splunk. I am not relying upon any other agreement, representation, statement, omission, understanding, or course of conduct which is not expressly set forth in this Release Agreement. I understand and agree that neither this Release Agreement nor any part thereof shall be deemed or construed at any time or for any purpose as an admission of any liability or wrongdoing by either myself or Splunk. The terms and conditions of this Release Agreement will be interpreted and construed in accordance with the laws of California.

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 legal provision and list the applicable contract clause categories. Provision: Each of the parties irrevocably (i) submits itself to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for the purpose of any litigation directly or indirectly based upon, relating to or arising out of this Agreement or any of the transactions contemplated hereby or the negotiation, execution or performance hereof or thereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the Chancery Court of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any litigation with respect to this Agreement, (x) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 10.11 , (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 10.02 and agrees that service of any process, summons, notice or document by personal delivery to the respective addresses set forth in Section 10.02 shall be effective service of process for any litigation in connection with this Agreement or the transactions contemplated hereby. Nothing in this Section 10.11 shall affect the right of any party to serve legal process in any other manner permitted by Law.

assistant: Jurisdictions
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 word “including” shall have the inclusive meaning represented by the phrase “including without limitation.” Unless the context of this Agreement clearly otherwise requires, the word “or” shall have the meaning represented by the phrase “and/or,” references to the plural include the singular and references to the singular include the plural.

assistant: Construction
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: manner prior to the events at issue. And Zamora presented evidence from his direct supervisor concerning her belief that Superintendent Rounds overlooked her and another qualified Hispanic woman for promotion. This evidence was sufficient to satisfy Zamora’s “de minimis prima facie burden.” Plotke v. White, 405 F.3d 1092, 1101 (10th Cir.2005). We also agree with the district court that the Board articulated a legitimate, nondiscriminatory reason for Zamora’s termination. In the March 2011 letter, Superintendent Rounds outlined the findings and conclusions contained in Romero’s report and explained that Zamora’s conduct violated the Board’s policies regarding sexual harassment and compensatory time. See EEOC v. Horizon/CMS Healthcare Corp., 220 F.3d 1184, 1191 (10th Cir.2000) (<HOLDING>). Zamora argues that the Romero report was Options: A. holding that the defendants burden at this stage is one of production not one of persuasion B. holding that the plaintiffs have the burden of proof and persuasion as to the existence of standing C. holding that plaintiff bears burden of production as well as persuasion D. recognizing that the burden of persuasion for a showing of prejudice was on the defendant E. holding that the employers burden is one only of production inasmuch as the burden of proving an improper motive always remains with the plaintiff

assistant: The best answer is A. holding that the defendants burden at this stage is one of production not one of persuasion
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: subscriber certifies to 9gag , inc that if subscriber is an individual ( i.e. , not a corporate entity ) , subscriber is at least 13 years of age .

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: This Security Agreement and the other Loan Documents (i) are valid, binding and enforceable against Debtor and Bank in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof; and (iii) are the final expression of the intentions of Debtor and Bank. No promises, either expressed or implied, exist between Debtor and Bank, unless contained herein or therein. This Security Agreement, together with the other Loan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Security Agreement and the other Loan Documents. This Security Agreement and the other Loan Documents are the result of negotiations among Bank, Debtor and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties. Accordingly, this Security Agreement and the other Loan Documents shall not be construed more strictly against Bank merely because of Bank’s involvement in their preparation.

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 legal provision and list the applicable contract clause categories. Provision: Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the CEO, or to such other address as either party may specify by notice to the other actually received.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 341 U.S. 321 71 S.Ct. 684 95 L.Ed. 968 EWING, Federal Security Administrator,v.GARDNER. No. 621. Decided May 7, 1951. PER CURIAM. 1 The petition for writ of certiorari is granted. The sole question presented by the petition is the validity of the affirmance by the Court of Appeals of the judgment rendered against the petitioner for costs by the District Court. There being no express statutory authority for the allowance of costs to the respondent, such an award of costs is precluded by 28 U.S.C. § 2412(a). The judgment of the Court of Appeals, insofar as it relates to the taxation of costs against the petitioner, is therefore reversed. 2 Reversed in part.

assistant: 9
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 party shall cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby; provided , however , that no party shall be obligated to take any actions or omit to take any actions that would be inconsistent with applicable Law. The Company agrees to the provisions set forth on Schedule 3 hereto.

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 case excerpt and choose the best holding from the options. Case excerpt: Id. The Court concluded that this conduct could be considered severe and outrageous, and permitted an inference that the supervisor intended to harm the plaintiff emotionally. Id.; but see, King v. Wiseway Super Center, Inc., 954 F.Supp. 1289 (N.D.Ind.1997) (dismissing a claim for intentional infliction of emotional distress, where the Plaintiffs supervisor constantly sabotaged her efforts to perform her job by scheduling her improperly, not allowing her to perform her job duties, not treating her as a manager, not giving her the information she needed, never communicating with her, never training her, forcing her to work without breaks, and making derogatory comments to others about her and her abilities); see also, McCreary v. Libbey-Owens-Ford Co., 132 F.3d 1159 (7th Cir.1997) (<HOLDING>). In the present case, Imhoff has not alleged Options: A. holding that where the complaint alleged that the employer gave the plaintiff a poor performance review increased his sales goals by 42 and pressured him to take early retirement the conduct was not extreme and outrageous B. holding that assistant principals allegedly defective investigation did not rise to the level of extreme and outrageous conduct C. holding that a single incident of yelling at plaintiff and refusing to assign him to quality control is not the kind of extreme and outrageous conduct the indiana supreme court had in mind when it adopted the tort D. holding that defendantemployers failure to follow mandatory personnel policies governing performance evaluations and its discipline and removal of plaintiff from his position without cause did not rise to the level of extreme and outrageous conduct E. holding that schools failure to inform plaintiffs parents or the police or to conduct its own investigation in response to learning that plaintiff had been raped at school was insufficiently extreme and outrageous

assistant: The best answer is C. holding that a single incident of yelling at plaintiff and refusing to assign him to quality control is not the kind of extreme and outrageous conduct the indiana supreme court had in mind when it adopted the tort
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: v. Metro. Hous. Dev. Corp., 429 U.S. 252, 266, 97 S.Ct. 555, 50 L.Ed.2d 450 (1977). “[A]n invidious discriminatory purpose may often be inferred from the totality of the relevant facts, including the fact, if it is true, that the [practice] bears more heavily on one race than another.” Washington v. Davis, 426 U.S. 229, 242, 96 S.Ct. 2040, 48 L.Ed.2d 597 (1976). This framework has been applied in a number of cases in this and other circuits involving allegations of discriminatory police enforcement practices. See, e.g, United States v. Bullock, 94 F.3d 896, 899 (4th Cir.1996) (applying selective enforcement test to criminal defendant’s claim that officer tended to escalate traffic stops of young black males into drug investigations); United States v. Bell, 86 F.3d 820, 823 (8th Cir.) (<HOLDING>), cert. denied, 519 U.S. 955, 117 S.Ct. 372, Options: A. holding that defendant was required to demonstrate discriminatory effect to sustain defense based upon theory that police enforced bicycle headlight law only against black offenders B. holding that arbitration clauses as contractual agreements must be enforced to their terms C. holding that property settlement agreements may be specifically enforced D. recognizing that an implied contract must result from a meeting of the minds of the parties in mutual assent to the terms and must be based upon a sufficient consideration free from fraud or undue influence not against public policy and sufficiently definite to be enforced E. recognizing that an insurance contract will generally be enforced as written unless to do so would violate the law or public policy

assistant: The best answer is A. holding that defendant was required to demonstrate discriminatory effect to sustain defense based upon theory that police enforced bicycle headlight law only against black offenders
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 Stock Option Agreement and the Plan set forth the entire agreement of the parties with respect to the Option granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.

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 legal provision and list the applicable contract clause categories. Provision: No amendment or waiver of any term, provision or condition of this Agreement shall be effective unless in writing and executed by each of BCM and the Company. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

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 legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $6,750,000 of Shares and Warrants. Each Purchaser shall, on or prior to the Closing Date, deliver to the clearing account designated by the Placement Agent, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. Unless otherwise agreed upon by the Company and the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“ DVP ”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

assistant: Closings
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: sentencing should be held harmless so long as the evidence for the trial judge’s factual findings is overwhelming and no reasonable jury could have disagreed with them.” Morgan, 384. F.3d at 8 (citing Sustache-Rivera v. United States, 221 F.3d 8, 18-19 (1st Cir.2000)). That is, if the evidence overwhelmingly proves the factual basis underlying the sentence enhancement; we will find no plain error for the judge’s failure to submit the facts to a jury. We simply fail to see how a judicial finding for sentence enhancement, explicitly sanctioned by the Sentencing Guidelines; and overwhelmingly proved at trial, would seriously affect the fairness, integrity, or public reputation of judicial proceedings., See. Johnson v. United States, 520 U.S. 461, 470, 117 S.Ct. 1544, 137 L.Ed.2d 718 (1997)(<HOLDING>). Here, the judge’s findings — that Stokes used Options: A. holding that the district courts faib ure to submit the issue of materiality to the jury was not an error that seriously affected the fairness integrity or public reputation of judicial proceedings because the evidence supporting materiality was overwhelming and essentially uncontroverted at trial B. holding that even if a defendant is able to show that there was a plain error that affected his substantial rights a court of appeals is not required to reverse a conviction unless it finds that the error seriously affected the fairness integrity or public reputation of judicial proceedings C. holding that a plain error did not seriously affect the fairness integrity or public reputation of the judicial proceedings even though the error was assumed to have affected substantial rights D. holding that plain error exists when 1 an error was committed 2 that was plain 3 that affected the defendants substantial rights and 4 the error seriously affects the fairness integrity or public reputation of judicial proceedings E. holding that failure to charge drug quantity in the indictment and submit it to the jury seriously affects the fairness integrity and public reputation of judicial proceedings so that the court should exerciseits discretion to recognize the error

assistant: The best answer is A. holding that the district courts faib ure to submit the issue of materiality to the jury was not an error that seriously affected the fairness integrity or public reputation of judicial proceedings because the evidence supporting materiality was overwhelming and essentially uncontroverted at trial
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: without limiting any other remedies , supercell may limit , suspend , terminate , modify , or delete accounts or access to the service or portions thereof if you are , or supercell suspects that you are , failing to comply with any of these terms of service or for any actual or suspected illegal or improper use of the service , with or without notice to you .

assistant: Unilateral termination
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: records as "those records, files, documents, and other materials which ... (1) contain information directly related to a student; and ... (M) are maintained by an educational agency or institution or by a person acting for such agency or institution." 20 U.8.C. § 1282g(a)(4)(A). Education records do not include: "(i) records of instructional, supervisory, and administrative personnel and educational personnel ancillary thereto which are in the sole possession of the maker thereof and which are not acces-gible or revealed to any other person exeept a substitute; (Gi) records maintained by a law enforcement unit of the educational ageney or institution that were created by that law enforcement unit for the purpose of law enforcement; (iii) in th 79 Ohio St.3d 168, 680 N.E.2d 956 (1997) (<HOLDING>), cert. denied 522 U.S. 1022, 118 S.Ct. 616, Options: A. holding that municipal court records were admissible under official records or public documents exception B. holding that records relating to a student court were not education records C. holding that university students redacted disciplinary records were not education records D. holding that seventeen missing records does not constitute improper record keeping because the fact that the records are not at the station does not mean that the records are incorrect or inaccurate E. holding that records of personal phone calls made by staff employees of the house of representatives fall outside the current definition of public records and were properly redacted

assistant: The best answer is C. holding that university students redacted disciplinary records were not education 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 legal provision and list the applicable contract clause categories. Provision: Subject to termination of Employee’s employment pursuant to Section 7 below, the initial term of Employee’s employment hereunder shall be for a period commencing as of the date of this Agreement and ending on December 31, 2021 (the “Term”).

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: Moreover, the issue of parental involvement, at the behest of police officials, to arrange the police interview with Alvarado and the subsequent refusal by police to let his parents attend the interview are certainly relevant issues in the totality of circumstances. See Thompson, 516 U.S. at 113, 116 S.Ct. 457 (stating that “in custody” determination is made against the backdrop of historical facts that make up the “totality of circumstances”); see also note 3, supra. Considering these additional factors in the objective determination of custodial status, we do not believe that a reasonable 17-year-old in Alvarado’s position would have felt “at liberty to terminate the interrogation and leave.” Thompson, 516 U.S. at 112, 116 S.Ct. 457; cf. Berkemer, 468 U.S. at 442, 104 S.Ct. 3138 (<HOLDING>). B. We proceed now to the second level of the Options: A. holding that materiality is established if a reasonable man would attach importance to its existence or nonexistence in determining his choice of action in the transaction in question B. holding that the relevant dispositive inquiry is whether it would be clear to a reasonable state official that his conduct was unlawful C. holding that it is only by looking at how similarly situated entities acted in a similar situation that a factfinder may determine what was commercially reasonable D. holding that the only relevant inquiry in an in custody determination is how a reasonable man in the suspects position would have understood his situation E. holding that the relevant time of inquiry is the date of the filing of the complaint

assistant: The best answer is D. holding that the only relevant inquiry in an in custody determination is how a reasonable man in the suspects position would have understood his situation
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 notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to Executive, the address on file with the Bank, and if to the Bank, Prime Meridian Bank, 1897 Capital Circle NE, Second Floor, Tallahassee, Florida, Attention: Jill McMillan, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

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: This Agreement shall not be effective until seven (7) days after Holly signs it and returns it to Whiting Petroleum’s Vice President, General Counsel and Corporate Secretary. During that seven (7)-day period, Holly may revoke his acceptance of this Agreement by delivering to Whiting Petroleum’s Vice President, General Counsel and Corporate Secretary a written statement stating he wishes to revoke this Agreement or not be bound by it.

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 case excerpt and choose the best holding from the options. Case excerpt: be made as to whether death was a probable consequence of the defendant’s conduct. Id. at 541. In other words, the Court apparently looked beyond the requirements of the underlying offense, ordinary negligence, to determine if the death was “a probable consequence” of this particular defendant’s action. As we note later, this view has been expressed by a few other jurisdictions, and it represents a minority view that has merit— as long as the jury is properly instructed that the probable consequences of the defendant’s actions were obvious. The Pennsylvania Supreme Court in Commonwealth v. Heck, 517 Pa. 192, 535 A.2d 575, 579 (1987), decided after Jumper, held the contrary view that a showing of criminal negligence is required for vehicular homicide. 11. —The misdemeanor -29 (1992) (<HOLDING>); but see United States v. Walker, 380 A.2d Options: A. holding that under the particular facts alleged in the indictment vehicular homicide was a lesser offense included in the murder charge B. holding that dwi manslaughter and vehicular homicide are different forms of the same offense C. holding that vehicular homicide involving criminal negligence is not a crime of violence under begay D. holding that the state must prove criminal negligence for its homicide by vehicle statute even though the statute specifically states that any traffic violation is sufficient E. holding that a careless driving statute could not be used as a predicate for vehicular homicide because careless driving can occur without criminal negligence

assistant: The best answer is E. holding that a careless driving statute could not be used as a predicate for vehicular homicide because careless driving can occur without criminal negligence
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: Subject to Sellers’ and Buyers’ disclosure rights pursuant to Section 6.5 , all non-public information provided by Seller or Buyer to Buyer or Seller, respectively, or obtained by Buyer or Seller relating to the Properties or either Party, including, without limitation, (a) any environmental assessment or audit, (b) the identities of Sellers or Buyers and their respective Affiliates, as applicable, and the fact that they have entered into this Agreement and (c) the terms of this Agreement (collectively, the “ Information ”) shall be treated as confidential by the Parties. Subject to requirements of Law, Sellers and Buyers agree to transmit the Information only to such of their Representatives who need to know the Information for the sole purpose of Sellers and Buyers’ consummation of the transactions contemplate herein and who are informed of Sellers and Buyers’ agreement to maintain the confidentiality of such Information. In the event that the transactions contemplated herein are not closed for any reason, then each Party shall return to the other Party or destroy all copies of all Information obtained from the other Party in its possession or in the possession of any of its Representatives. The Parties agree that post-Closing (1) Buyers shall have the right to use the Information pertaining to the Properties, Tenants and other operational matters and (2) Sellers shall not disclose the Information except as may be required by applicable Law, without the prior written consent of Buyers. The provisions of this Section 10.21 shall survive the Closing or termination of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: his claims address a liability of the bank; they do not diminish or defeat any specific asset of the bank. Young first argues that the D’Oench doctrine does not apply in the instant case because he falls under the “completely innocent borrower” exception that the Ninth Circuit developed in FDIC v. Meo, 505 F.2d 790 (9th Cir.1974). The Meo court held that the D’Oench doctrine did not apply because the borrower at issue was “a completely innocent party.” Id. at 792. Although the Fourth Circuit has not previously addressed the issue, other circuit courts of appeal that have addressed the so-called “innocent borrower exception” since Meo have rejected it because it conflicts with the underlying rationale of the D’Oench doctrine. See, e.g., Motorcity of Jacksonville, Ltd., 83 F.3d at 1325 (<HOLDING>); Dendinger v. First Nat’l Corp., 16 F.3d 99, Options: A. holding that a finding of bad faith is necessary to invoke the spoliation doctrine B. holding that no complete innocence exception to the doench doctrine exists C. holding that the doench doctrine applies even when the customer is completely innocent of any bad faith recklessness or negligence D. holding that the fifth circuit does not recognize an innocent borrower exception to the doench doctrine E. holding that a bad faith claim is a tort

assistant: The best answer is C. holding that the doench doctrine applies even when the customer is completely innocent of any bad faith recklessness or negligence
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: evidence that the student has violated or is violating either the law or the rules of the school. Such a search will be permissible in its scope when the measures adopted are reasonably related to the objectives of the search and not excessively intrusive in light of the age and sex of the student and the nature of the infraction. T.L.O. 469 U.S. at 340-342, 105 S.Ct. at 742-743 (footnotes omitted). Examining the facts of this case in light of the holding of T.L.O., we find that Harborcreek High School officials did not have a proper basis for conducting the search of Cass’ locker. We first note that the canine sniff is the action with which we are concerned because this constitutes a search under Pennsylvania law according to Commonwealth v. Johnston, 515 Pa. 454, 530 A.2d 74 (1982) (<HOLDING>); See also, Commonwealth v. Martin, 534 Pa. Options: A. holding that a canine sniff of luggage does not constitute a search B. holding that a canine sniff is a search for purposes of the fourth amendment C. holding canine sniff during traffic stop is not illegal search under fourth amendment D. holding a canine sniff on a legitimately detained automobile is not a search within the meaning of the fourth amendment E. holding canine sniff of an unattended vehicle parked outside the curtilage of defendants home was not a search within the meaning of the fourth amendment

assistant: The best answer is B. holding that a canine sniff is a search for purposes of the fourth amendment
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: A four-year statute of limitations applies to claims brought under § 1981, and thus the Wingate incident is timely and may be considered on summary judgment. See generally Jones v. R.R. Donnelley & Sons Co., 541 U.S. 369, 124 S.Ct. 1836, 158 L.Ed.2d 645 (2004). 11 . Plaintiff also has identified two instances in 2004 where Miller called his employees "black bastards,” and approximately five instances at the beginning of his tenure as general manager, presumably at some point in 2004 when he transferred to Landover, where he commented that the problems he was experiencing in the route department were attributable to the fact that his employees were African-American. (See Doc. No. 63, Holmes Dep. at 23, 81-82, 87.) Carter did not begin working for Miller until 2005 1, 335 (6th Cir.2008) (<HOLDING>). This Court need not take a position on this Options: A. holding that the court can only consider evidence of other acts of harassment of which a plaintiff becomes aware during the period of his or her employment B. holding that where the district court dismisses a complaint and provides a stated period within which the plaintiff may amend the order of dismissal becomes final upon the expiration of the time allowed for amendment the time for appeal is measured from the date on which the district court order of dismissal becomes final C. holding that the allegations of plaintiffs coemployees of sexual harassment by manager were irrelevant to plaintiffs hostile work environment claim absent evidence that plaintiff was contemporaneously aware of the alleged harassment D. holding that the court may only consider the discrete acts that occurred within the appropriate time period E. holding that the plaintiff must establish that a supervisors harassment was within the scope of his employment and that the employer failed to respond adequately and effectively when it learned of the harassment

assistant: The best answer is A. holding that the court can only consider evidence of other acts of harassment of which a plaintiff becomes aware during the period of his or her employment
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: and techs unfamiliar with Advantor products,” signaling that he viewed the information as unique to Advantor. By contrast, DRS asserts—without definitive evidence—that these concepts are “known by any experienced technician.” Further, the confidentiality provision of Larson’s employment agreement supports an argument that Advanfor maintained the secrecy of the Larson Information. The provision prohibited use of any information deemed “confidential” “for any reason other than ... for the benefit of Advantor.” This prohibition extended “indefinitely after Larson quit his job at Advantor. Under Florida law, the Provision was sufficient to demonstrate that Advantor took “reasonable” efforts to maintain the secrecy (if any) of the Larson Information. See, e.g., Premier Lab, 10 So.3d at 206 (<HOLDING>). But we are unclear whether any information Options: A. holding that disclosure of trade secret without protection of express confidentiality agreement was not fatal to trade secret protection where disclosure occurred during sale negotiation B. holding that use of teflonstretching machine was not public use within meaning of section 102b noting that employees were told to keep machine confidential and that budd did not keep the machine hidden from employees legally bound to keep their knowledge confidential does not evidence a failure to maintain the secret C. holding that glc 152 15 provides that the only party immune from suit under the statute is the direct employer a special employer is not immune because the special employer is not liable for the payment of workers compensation and there was no agreement between the direct employer and the special employer that the special employer would be liable for the payment of such compensation D. holding that the lack of a confidentiality agreement does not necessarily defeat an argument that information is a trade secret because where an employee acquires during the course of his employment a special technique or process developed by his employer he is under a duty to keep it confidential E. holding that an employee whose disability is related to his ability to perform the duties of his position is not disabled under the act and therefore an employer has no duty to accommodate

assistant: The best answer is D. holding that the lack of a confidentiality agreement does not necessarily defeat an argument that information is a trade secret because where an employee acquires during the course of his employment a special technique or process developed by his employer he is under a duty to keep it confidential
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, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances to purchase or carry any “margin stock” (as defined in Regulation U) in violation of Regulation T, U or X. Borrower will not request any Loan or Facility LC, and Borrower shall not use, and Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Facility LC (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions.

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: Notwithstanding the provisions of Section 4(a) of this Agreement, this Agreement and Executive’s employment hereunder shall terminate automatically upon Executive’s death and Executive’s rights under this Agreement shall cease as of the date of such termination, except that (i) the Bank shall pay to Executive’s spouse, personal representative, or estate the unpaid portion, if any, of his accrued unpaid Base Salary as of the date of death and any expense reimbursement due to Executive as of his date of death, and (ii) the Bank shall provide to Executive’s dependents any benefits due under the Bank’s employee benefit plans.

assistant: Death
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: we hold that it unambiguously creates a support obligation. See In re Marriage of Johnson, 781 N.W.2d 553, 557 (Iowa 2010) (“[W]e conclude as a matter of law that a provision in a dissolution decree requiring one spouse to provide medical support in the form of health insurance payments to the other spouse is modifiable spousal support....”). Wife argues that her decision to waive alimony unambiguously demonstrates the insurance obligation is not an incident of support. However, alimony is not the only form of support available in a divorce. See S.C.Code Ann. § 20-3-130 (Supp.2009) (discussing the different forms of alimony and “[s]uch other form of spousal support ... as appropriate under the circumstances”); Whitfield v. Hanks, 278 S.C. 165, 165, 293 S.E.2d 314, 315 (1982) (<HOLDING>). Wife and the family court have placed too Options: A. holding that an award of back pay is an issue for the court B. holding that home purchased with separate funds and titled in one spouses name was transmuted into marital property because home was used as marital residence and the other spouse contributed to payments and repairs on home C. holding trial court had no authority to award portion of the marital property to wifes children from another marriage even though money they received by way of social security benefits were commingled with the marital estate and used in part for the aequisition of marital property D. holding an award of possession of the marital home is an incident of support E. holding that the objective of maintaining the marital residence for the best interest of the minor children is properly accomplished not by granting exclusive ownership of the home to the wife but by granting the wife exclusive use and possession of the marital residence during the minority of the children

assistant: The best answer is D. holding an award of possession of the marital home is an incident of support
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: firmness in fear of immediate bodily harm. State v. Roberts, 270 N.C. 655, 658, 155 S.E.2d 303, 305 (1967) (quotation marks and citations omitted). In this case, based on the underlying factual scenario giving rise to Defendant’s charges, we believe an assault with a deadly weapon was involved in the commission of the crime of resisting an officer. Specifically, Defendant’s actions of stating that he wasn’t going with the officers, running into the bedroom where he stood within arm’s reach of a loaded revolver, and resisting while being handcuffed and removed from the bedroom were an “unequivocal appearance of an attempt, with force and violence, to do some immediate physical injury to” the officers. Id.; see also State v. Barksdale, 181 N.C. App. 302, 307, 638 S.E.2d 579, 583 (2007) (<HOLDING>) (citation omitted). In sum, the trial court Options: A. holding that an unloaded gun used in the commission of an aggravated assault is a deadly weapon B. holding that an obstructionofjustice enhancement was appropriate based on the defendants assault on a witness after trial and rejecting the defendants argument that because the assault occurred after trial it could not impact the prosecution of his case C. holding that resisting arrest is lesser offense of assault on an officer D. holding that consent is not a defense to the charge of second degree assault where the assault occurred in the context of a prison fight between inmates E. holding that we are not persuaded by defendants contention that an assault did not take place because he never made physical contact with the weapon in light of the evidence showing that the gun was only inches from defendants outstretched hand and that defendant was actively forcefully and to some degree successfully resisting the officers attempt to arrest him we do not believe in light of our states definition of assault that defendants failure to physically touch the weapon precludes the commission of an assault with the firearm

assistant: The best answer is E. holding that we are not persuaded by defendants contention that an assault did not take place because he never made physical contact with the weapon in light of the evidence showing that the gun was only inches from defendants outstretched hand and that defendant was actively forcefully and to some degree successfully resisting the officers attempt to arrest him we do not believe in light of our states definition of assault that defendants failure to physically touch the weapon precludes the commission of an assault with the firearm
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: you and the company agree that you and the company may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding .

assistant: None