orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What are the audit rights under this contract?
Answer: Upon thirty (30) days prior written notice from a Party (the "Auditing Party"), the other Party (the "Audited Party") shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine, at the Auditing Party's sole expense, the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the accuracy of the reports submitted by the Audited Party in accordance with Sections 3.4(d), 4.1(c) and 4.3(a) and the payment of Promotion Fees hereunder.
Upon thirty (30) days prior written notice from an Auditing Party, the Audited Party shall permit the Auditing Party's external auditors access to any relevant books documents, papers, and records of the Party involving any report delivered pursuant to Sections 3.2(d), 3.4(d) and 4.3(a) of this Agreement and the activities performed under this Agreement, if the other Party has credible evidence that the other Party violated terms of this Agreement, including with respect to Product Training under Section 3(e).
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign this Agreement without the prior written consent of the other Party; provided, however that either Party may assign in connection with a merger or sale of all or substantially all of its stock or assets, provided the assignee agrees to be bound by all of the terms and conditions of this Agreement.
Question: Consider the Joint Venture Agreement between Collectible Concepts Group, Inc. and Pivotal Self Service Tech, Inc. for MightyCell Batteries; Does this contract include any revenue or profit-sharing arrangements?
Answer: Division of Income and Losses. All income and credits, and all losses and      deductions shall be owned and shared among the Joint Venturers as follows:

     50% to Collectible Concepts Group, Inc.

     50% to Pivotal Self Service Tech, Inc.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Does this contract include an exclusivity agreement?
Answer: T&B hereby grants to LEA, and LEA hereby accepts from T&B, during the Term, the sole and exclusive worldwide right and license in and to the Licensed Intellectual Property, which right and license shall be limited to that which is necessary for LEA to (i) develop and create Educational Materials and (ii) develop, promote and conduct the Business worldwide , unless the license is earlier terminated as provided herein.
T&B shall not, during the Term, grant any third party a license to use the Licensed Intellectual Property within the Exclusive Field of Use.
In consideration of the exclusivity rights granted to LEA, commencing with the seventh (7t h) month of the Term and continuing each year of the Term thereafter, the minimum Royalties payable to T&B each month shall be the greater of the (i) applicable monthly Base Royalty and Marketing Royalty or (ii) $200,000.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Are there any services to be provided after the termination of this contract?
Answer: After the expiration of the Term or termination pursuant to Section 8.4 by either Party or Section 8.6 by Exact, based on cumulative Incremental Laboratory Services Revenue achieved during the Term or up to the termination date, Exact agrees to pay Pfizer the applicable royalty payment set forth below for twelve (12) consecutive Calendar Quarters following the expiration of the Term (the "Tail Period"); provided, however, the Tail Period shall be reduced to the number of full Calendar Quarters completed during the Term if less than twelve (12) Calendar Quarters if either Party terminates the Agreement without cause pursuant to Section 8.4 or Exact terminates as a result of a Change of Control pursuant to Section 8.6.
Exact shall use commercially reasonable efforts to provide six (6) month notice prior to the expiry of the Term, or in the case of termination by Pfizer under Section 8.4, within the applicable notice period in advance of the effective date of such termination, that Exact intends for Pfizer to continue providing Advertising services for the Product pursuant to Section 3.2(d).
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; What are the audit rights under this contract?
Answer: Such books and records shall be kept for at least three (3)         years following the end of the calendar month to which they pertain, and         shall be open for inspection by an independent certified public         accountant reasonably acceptable to Corio for the purpose of verifying         the amounts payable to Commerce One under this Agreement. Such         inspections may be made no more than once each calendar year, at         reasonable times and upon reasonable notice.
In addition, if         any such inspection reveals an underpayment of more than five percent         (5%) for the period under audit, Corio shall reimburse Commerce One for         the reasonable cost of the examination.
Question: Consider the Joint Venture Agreement between Collectible Concepts Group, Inc. and Pivotal Self Service Tech, Inc. for MightyCell Batteries; What is the governing law for this contract?
Answer: The Joint Venturers declare that in entering into this      Agreement, they have contracted with reference to the laws of the      Commonwealth of Pennsylvania, and the construction and interpretation of      the terms and provisions of this Agreement shall be interpreted and      construed under the laws of the Commonwealth of Pennsylvania, except in      such cases and to such extent as the laws of another jurisdiction shall      necessarily control.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the governing law for this contract?
Answer: This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its provisions concerning the applicability of the laws of other jurisdictions, and specifically excluding the United Nations Convention on the International Sale of Goods.
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; Does this contract include an exclusivity agreement?
Answer: During the Term, each Party hereby provides a worldwide, exclusive, royalty free, perpetual license of such Intellectual Property Rights for use by each licensee in its business in connection with the development and marketing and commercialization of the Product.
Question: Consider the Joint Venture Agreement between Collectible Concepts Group, Inc. and Pivotal Self Service Tech, Inc. for MightyCell Batteries; Is there an anti-assignment clause in this contract?
Answer: No Joint      Venturer shall be authorized or empowered to mortgage, hypothecate, pledge,      sell, or transfer, an interest in the Joint Venture, nor confer on any      successor or assignee the right to become a Joint Venturer without the      consent of the other Joint Venturer.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Subject to the terms of this Agreement, Exact on behalf of itself and its Affiliates, hereby grants to Pfizer a non-exclusive, royalty free license, with the right to sublicense to one or more of its Affiliates, under the Exact House Marks, the Exact Trademarks and the Exact Copyrights, during the Term, to the extent necessary or appropriate to allow Pfizer and its Affiliates to carry out activities under this Agreement including to Promote and Detail the Product in the Co-Promote Field in the Territory.
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance under the laws of the State of New York.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Subject to Corio's payment of the annual support and         maintenance fee, Commerce One's support and maintenance obligation of         the Software and MarketSite.net Service shall continue after termination         or expiration of this Agreement with respect to all Software Users         granted access to the Software and MarketSite.net Service prior to         termination or expiration of this Agreement.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the notice period required to terminate the renewal?
Answer: The Term shall automatically renew thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does the licensor's affiliates have any licensing rights under this contract?
Answer: Subject to the terms of this Agreement, Exact on behalf of itself and its Affiliates, hereby grants to Pfizer a non-exclusive, royalty free license, with the right to sublicense to one or more of its Affiliates, under the Exact House Marks, the Exact Trademarks and the Exact Copyrights, during the Term, to the extent necessary or appropriate to allow Pfizer and its Affiliates to carry out activities under this Agreement including to Promote and Detail the Product in the Co-Promote Field in the Territory.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual         and irrevocable, nonexclusive, nontransferable (except in accordance         with Section 14.1 of this Agreement), right and license in the Territory         to (i) reproduce the Software in machine executable object code format         only for installation on the Corio Servers; (ii) install multiple copies         of the Software on Corio's Servers which will be made remotely         accessible to Corio's Customers for their subsequent use, (iii) permit         limited access to and use of the Software and MarketSite.net Service by         Customers through Corio Servers; (iv) sublicense an unlimited number of         Customers to access and use the Software and MarketSite.net Service only         through the installation on Corio servers; and (v) use Commerce One's         tools and utilities, subject to any restrictions placed on the Commerce         One by third party software providers, to modify and manage the         Software.
Subject to the terms and conditions of this         Agreement, Commerce One grants to Corio a nonexclusive, nontransferable         (except in accordance with Section 14.1 of this Agreement),         royalty-free, fully paid up, perpetual right and license in the         Territory to reproduce, install and use additional copies of the         Software and Software tools and utilities, subject to any restrictions         placed on the Commerce One by third party software providers, in machine         executable object code for (i) Corio's internal business operations and         (ii) production, testing, development, upgrade, reporting and training.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Is there a covenant not to sue included in this contract?
Answer: Without limiting the generality of the foregoing, Biocept owns, and Life Technologies acknowledges Biocept's ownership of, (i) the Assay and the Selector technology, and (ii) all Intellectual Property Rights in the Assay and the Selector technology, and Life Technologies agrees that it shall not do or suffer to be done any act or thing or undertake any action anywhere that in any manner might infringe, or impair the validity, scope, or title of Biocept in the Assay, the Selector technology or Intellectual Property Rights owned by Biocept.
Question: Consider the Joint Venture Agreement between Collectible Concepts Group, Inc. and Pivotal Self Service Tech, Inc. for MightyCell Batteries; What is the expiration date of this contract?
Answer: The Joint Venture shall commence on the 1st of      March, 2003, and shall be effective until February 28, 2004 unless extended      by written agreement of the Joint Venturers not less than thirty (30) days      prior to scheduled termination.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the renewal term for this contract?
Answer: The Term shall automatically renew thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What licenses are granted under this contract?
Answer: Subject to the terms of this Agreement, Exact on behalf of itself and its Affiliates, hereby grants to Pfizer a non-exclusive, royalty free license, with the right to sublicense to one or more of its Affiliates, under the Exact House Marks, the Exact Trademarks and the Exact Copyrights, during the Term, to the extent necessary or appropriate to allow Pfizer and its Affiliates to carry out activities under this Agreement including to Promote and Detail the Product in the Co-Promote Field in the Territory.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual         and irrevocable, nonexclusive, nontransferable (except in accordance         with Section 14.1 of this Agreement), right and license in the Territory         to (i) reproduce the Software in machine executable object code format         only for installation on the Corio Servers; (ii) install multiple copies         of the Software on Corio's Servers which will be made remotely         accessible to Corio's Customers for their subsequent use, (iii) permit         limited access to and use of the Software and MarketSite.net Service by         Customers through Corio Servers; (iv) sublicense an unlimited number of         Customers to access and use the Software and MarketSite.net Service only         through the installation on Corio servers; and (v) use Commerce One's         tools and utilities, subject to any restrictions placed on the Commerce         One by third party software providers, to modify and manage the         Software.
Subject to the terms and conditions of this         Agreement, Commerce One grants to Corio a nonexclusive, nontransferable         (except in accordance with Section 14.1 of this Agreement),         royalty-free, fully paid up, perpetual right and license in the         Territory to reproduce, install and use additional copies of the         Software and Software tools and utilities, subject to any restrictions         placed on the Commerce One by third party software providers, in machine         executable object code for (i) Corio's internal business operations and         (ii) production, testing, development, upgrade, reporting and training.
Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement) royalty-free, fully paid up right and license in the         Territory, on Corio Servers, to make a reasonable number of copies of         the Demonstration Software solely for demonstration purposes to         potential Customers.
Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement), right and license in the Territory to sell and distribute         such software licenses to Customers pursuant to this Section 2.4.
Upon the release of the Source Code to Corio pursuant to         Section 12.2 of this Agreement, Corio shall have a royalty-free,         nonexclusive, nontransferable, right and license in the Territory to use         and modify the Source Code to support and maintain the Software until         the expiration or termination of Corio's Customers' End User License         Agreements.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; What are the insurance requirements under this contract?
Answer: Each party, at its own expense, shall maintain product liability and other appropriate insurance (or self- insure) in an amount consistent with industry standards during the Term and shall name the other party as an additional insured with respect to such insurance. Each party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to the other party upon request.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; Is there a covenant not to sue included in this contract?
Answer: The parties desire to resolve disputes arising out of this                Agreement without litigation.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the expiration date of this contract?
Answer: The term "Term" shall mean an initial term of five years, automatically renewable thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term; provided, however, T&B shall have the right to terminate the license after the first year of the Term if LEA does not conduct the Business so as to meet the Cash Sales benchmarks set by the parties for years two through five of the Term, as set forth in Section 3.3, below.
The Term shall commence upon the Effective Date and shall continue for an initial term of five (5) years.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Is there a minimum commitment required under this contract?
Answer: Notwithstanding the above, Pfizer agrees to invest its portion of Shared M&P Expense each Calendar Year subject to, (a) Exact spending at least twelve million dollars ($12,000,000) in Baseline M&P Expense each Calendar Quarter (provided, that notwithstanding Exact's quarterly spend for Baseline M&P Expense, Exact shall spend a total of eighty million dollars ($80,000,000) in Baseline M&P Expense each Calendar Year measured as of the end of each Calendar Year), (b) an amount equal to the total Shared M&P Expense contributed by both Parties is used for Marketing and Promotion and (c) a total sum of not less than eighty million dollars ($80,000,000) of Baseline M&P Expense is used for Marketing and Promotional activities, including the costs of Exact Sponsorships and Related Activities; provided, however, the Parties may agree to reallocate Shared M&P Expenses by 28

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018





mutual written consent.
Exact agrees it shall spend at least eighty million dollars ($80,000,000) toward Marketing and Promotion (including any amounts spent between January 1, 2018 and the Effective Date) and the pro-rated Shared M&P Expense for 2018.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Is there a cap on liability under this contract?
Answer: NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE GRANTED HEREUNDER; provided, however, that this Section shall neither (a) apply to any liability for damages arising from breach of any obligations of confidentiality under Article 10, nor (b) limit the indemnification obligations of the parties arising under Article 12 of this Agreement.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; Is there a cap on liability under this contract?
Answer: PageMaster Corporations' liability shall in no event exceed an amount equivalent to the amounts received by PageMaster Corporation hereunder.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Is there a covenant not to sue included in this contract?
Answer: Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.
Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Is there uncapped liability under this contract?
Answer: NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE GRANTED HEREUNDER; provided, however, that this Section shall neither (a) apply to any liability for damages arising from breach of any obligations of confidentiality under Article 10, nor (b) limit the indemnification obligations of the parties arising under Article 12 of this Agreement.