orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; Is there uncapped liability under this contract?
Answer: EXCEPT FOR A BREACH OF SECTION 8 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, NOR FOR ANY DAMAGES RELATING TO LOST DATA, LOST PROFITS, ADVERTISING OR PROMOTIONAL COSTS, TERMINATION OF EMPLOYEES, SALARIES OF EMPLOYEES OR SEVERANCE PAYMENTS, CREATION OF CUSTOMER BASE, OR FUTURE EXPECTATIONS OR OTHER ECONOMIC ADVANTAGE, HOWSOEVER ARISING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY IN LAW OR IN EQUITY, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Are there any exceptions to competitive restrictions in this contract?
Answer: The Reseller's exclusive right to market and sell the Products in the Territory is subject to the Reseller achieving the following milestones by the end of each year this Agreement is in effect (the "Annual Milestones"): Year Annual Milestone(s) Year 1 Not Applicable Each Year Thereafter The parties will agree at the beginning of the year on the Annual Milestone for such year
If the Reseller sells less than 50% of any year's Annual Milestone, Todos, in its sole discretion, may either (a) cancel the Reseller's exclusivity, and market, distribute, and sell the Products in the Territory directly or indirectly through other distributors and resellers, while leaving the Reseller with a non-exclusive right to distribute and sell the Products for the remainder of the term, or (b) terminate the Agreement upon one hundred eighty (180) days prior written notice, provided that the Reseller does not cure its failure to achieve 50% of the applicable year's Annual Milestone within the 180-day notice period.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; What is the governing law for this contract?
Answer: This Agreement shall be governed by the law of California, U.S.A. and the arbitrators shall apply California law to the merits of any dispute or claim, without reference to conflict of law principles.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Are there any services to be provided after the termination of this contract?
Answer: During the term of this Agreement and for one year thereafter, VerticalNet shall have the right to appoint a certified public accountant to audit Impresse's financial records relating to such payment to verify the accuracy of Impresse's financial records in order to verify the amount of the payments owed and/or paid hereunder, but no more frequently than once per year.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; Are the licenses granted under this contract non-transferable?
Answer: Subject to McDATA's prior written approval, McDATA grants Reseller a limited, nonexclusive, non-transferable, revocable license to use McDATA's Trademarks (defined as McDATA's name or any abbreviation thereof, its acronym, logotype or any other trademarks or trade names of McDATA) for the sole purpose of marketing and selling Products and End User Customer Services in the Territory during the term of this Agreement Reseller agrees to comply with McDATA's Logo Usage Guide, which is found at McDATA's web site, www.mcdata.com.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What licenses are granted under this contract?
Answer: During the Term of this Agreement and subject to its provisions, Aura grants to Zanotti a limited, non-exclusive license to use Aura's  Trademarks to identify and promote the sale of the AETRU System within the Field of Use in the Territory and Zanotti grants to Aura a limited,  non-exclusive license to use Zanotti's Trademarks to identify and promote the Products used in conjunction with the AETRU System within the  Field of Use in the Territory.
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; Does this contract include any revenue or profit-sharing arrangements?
Answer: Instead of fixed compensation, the Affiliate receives result- dependent Advertising Cost Compensation (also known in the element 5 Control Panel as "Commission") in exchange for publishing the advertisements. The Advertising Cost Compensation depends on the actual sales generated by end users referred via the electronic advertisement (the Affiliate's link).
The percentage of the respective Advertising Cost Compensation shall be stipulated by the Software Publisher, but shall not exceed 50% of the effective gross sales price of the software.
For each sale administered by element 5 of the Software under this Agreement, element 5 shall receive an additional service fee of 2% of the gross sales price (including taxes, shipping and handling, etc.) as well as the Advertising Cost Compensation defined in II. § 6 (4) and in addition to VAT or sales tax (where applicable).
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, and the courts of Tel-Aviv, Israel
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Are the licenses granted under this contract non-transferable?
Answer: Impresse hereby grants to VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the Impresse Area of the Co-Branded Site.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; What is the notice period required to terminate the renewal?
Answer: This Agreement shall be automatically renewed for additional successive one (1) year periods, unless written notice of non-renewal is received no later than six (6) months prior to the expiration of the then current term.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; What licenses are granted under this contract?
Answer: Subject to McDATA's prior written approval, McDATA grants Reseller a limited, nonexclusive, non-transferable, revocable license to use McDATA's Trademarks (defined as McDATA's name or any abbreviation thereof, its acronym, logotype or any other trademarks or trade names of McDATA) for the sole purpose of marketing and selling Products and End User Customer Services in the Territory during the term of this Agreement Reseller agrees to comply with McDATA's Logo Usage Guide, which is found at McDATA's web site, www.mcdata.com.
Reseller grants McDATA a license to use Reseller's trademarks and corporate logos solely for such marketing and reference purposes.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Is there an anti-assignment clause in this contract?
Answer: Except as expressly provided for herein, neither party may assign or otherwise transfer any of its rights or obligations under this  Agreement without the other party's prior written approval and any such assignment or transfer shall be void.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; What is the notice period required to terminate the renewal?
Answer: Thereafter, at the end of each renewal term, the Agreement shall renew for an additional two (2) years unless one party provides the other party with prior written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Does this contract include any volume restrictions?
Answer: Zanotti hereby agrees that Aura may, at any given time, store up to two (2) AuraGen systems in such Zanotti facilities as Aura  may designate from time to time.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; What is the renewal term for this contract?
Answer: This Agreement shall be automatically renewed for additional successive one (1) year periods, unless written notice of non-renewal is received no later than six (6) months prior to the expiration of the then current term.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; What licenses are granted under this contract?
Answer: Impresse hereby grants to VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the Impresse Area of the Co-Branded Site. Impresse shall permit Users who access the Co-Branded Site to access and use Co-Branded Content from the Co-Branded Site for the personal use of such Users in accordance with the then-current terms of Impresse's standard license agreement governing the use of such Co-Branded Content.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; Is there an anti-assignment clause in this contract?
Answer: Neither party will assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing sentence, McDATA may assign this Agreement to any entity controlled by, controlling, or under common control with McDATA or to any successor by merger, divestiture, consolidation or reorganization, or to any purchasers of all or substantially all of the assets of the business of McDATA without consent of Reseller.
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; What is the governing law for this contract?
Answer: Even in case of agreements with foreign (non-German) Software Publishers and Affiliates, the law of the Federal Republic of Germany applies.
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; What is the expiration date of this contract?
Answer: The term of this Agreement will begin upon acceptance of Affiliate's Program application and will end when terminated by either party of this Agreement. This Agreement is entered into for an unlimited period of time.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Does this contract provide for joint intellectual property ownership?
Answer: Upon termination of the Agreement, VerticalNet and Impresse shall jointly own all User Data.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; What is the renewal term for this contract?
Answer: Upon completion of the Initial Term, provided that the Reseller has achieved the Annual Milestones, the term of the Agreement shall be automatically renewed for an additional five (5) years. Thereafter, at the end of each renewal term, the Agreement shall renew for an additional two (2) years unless one party provides the other party with prior written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; What is the expiration date of this contract?
Answer: Unless terminated earlier as provided herein, this Agreement shall terminate on the date three (3) years from the Effective Date.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Does this contract include an exclusivity agreement?
Answer: Pursuant to the terms and conditions set forth in this Agreement, Aura appoints Zanotti as its exclusive supplier of the Products  within the Territory and Field of Use and Zanotti hereby accepts such appointment. In order to maintain the exclusivity granted hereunder, Zanotti  shall provide Aura with orders for a minimum of (i) one thousand (1,000) AETRU Systems during the first twenty-four (24) months of this  Agreement and (ii) seven hundred and fifty (750) AETRU Systems per year thereafter for so long as this Agreement remains in effect (the  "Minimum Order"). In the event that Zanotti fails to secure purchases









  amounting to the Minimum Order for any particular period, the exclusive supplier rights granted pursuant to this Article 2 shall become non- exclusive commencing immediately following such period in which the Minimum Order was not achieved and Aura shall have full discretion to  purchase or otherwise obtain Product from sources other than Zanotti.
If, within five (5) business days of receipt of such  notice from Aura, Zanotti does not agree to match such price, the exclusive supplier rights granted pursuant to









  Article 2 above shall, upon Aura's sole election, immediately become non-exclusive with respect to such specific Product to which the lower price  applies and Aura shall have full discretion to purchase or otherwise obtain such Product from sources other than Zanotti.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement without cause upon sixty (60) days prior written notice to the other party.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; Is there a cap on liability under this contract?
Answer: No action,                   case, suit or proceeding, regardless of form, arising out of                   or related to this Agreement, may be brought by either party                   more than one (1) year after the cause of action has arisen,                   or in the case of nonpayment, more than two (2) years from the                   date of the last payment.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Is there a minimum commitment required under this contract?
Answer: During the Term of this Agreement, Impresse agrees to purchase from VerticalNet Banners and Newsletters for a total price of at least $[*] as set forth below in this Section 4.3  [BANNER/NEWSLETTER PURCHASE COMMITMENT].
Impresse agrees to purchase at least $[*] of such Banners and Newsletters in each calendar quarter after the Effective Date until a total of $[*] have been purchased, provided, the total dollar amount purchased by Impresse in any calendar quarter shall not consist of greater than 70% of either Banners or Newsletters.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; What is the expiration date of this contract?
Answer: This Agreement shall be effective as of the Effective Date and shall continue in effect for a period of five (5) years from the Reseller's first purchase order for Product issued to Todos (the "Initial Term"), unless terminated earlier by one of the parties in accordance with the terms of this Section 11.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What are the insurance requirements under this contract?
Answer: Bachem shall, during the Initial Term and any Renewal Terms, and [***] after the expiration of the last Product is delivered, obtain and maintain, at its own cost and expense and from a qualified insurance company, comprehensive general liability insurance including, but not limited to, contractual liability coverage and standard product liability coverage in an amount commensurate with industry standards.
Bachem shall provide, and shall cause its Affiliates and sublicensees who perform activities in connection with the manufacture of Product to provide, to Magenta, upon its reasonable request, a statement of coverages, amounts of insurance, and deductibles, and a copy of all policies including clauses within the policies that the insurance company has a duty to defend and indemnify.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado excluding its choice of law provisions.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Is there a non-compete clause in this contract?
Answer: Any such agreement









  reached between Zanotti and Aura regarding such worldwide sales and marketing shall prohibit competition among Zanotti and Aura with regard  to AETRU Systems and shall be memorized in a separate agreement between the Parties.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; What are the audit rights under this contract?
Answer: Both parties are entitled to reports of sales and to                            conduct periodic audits to ensure accuracy of                            Payments as follows:

                           a.       Each party will provide to the other a                                     quarterly report (in hard copy and                                     electronic copy (if applicable)) showing the                                     AMR Product Suite sales including the Gross                                     Proceeds and the Production Costs.
Each party shall have the right to conduct                                     an audit after the end of each calendar year                                     to verify the accuracy of the other party's                                     quarterly reports for that year, provided                                     the audit must be initiated no later than                                     June 30th of each year, and that if no such                                     audit is conducted, then the quarterly                                     reports for that year will be deemed                                     accurate.
In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment to the                                     Payee, then the Payor shall have the right,                                     at the Payor's cost, to have its own auditor                                     verify the Payee's audit. If the Payor audit                                     confirms the report of the Payee's auditor,                                     then the Payor will pay the deficiency                                     within fifteen (15) days from the time Payee                                     invoices for the deficiency.
In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment of more                                     than three percent (3.0%) to the Payee, then                                     the Payor shall have the right, at the                                     Payor's cost, to have its own auditor verify                                     the audit. If the Payor audit confirms the                                     report of the Payee's auditor, then the                                     Payor will pay the deficiency and the cost                                     of the Payee's audit within fifteen (15)                                     days from the time Payee invoices for those                                     fees and provides standard proof of the time                                     and expenses incurred.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Does this contract include any revenue or profit-sharing arrangements?
Answer: Impresse shall pay VerticalNet [*]of Impresse VerticalNet Revenue accruing during the term of this Agreement, payable to VerticalNet on or before the thirtieth day of the calendar quarter immediately following the quarter in which such revenue was collected by Impresse.
If government regulations prevent Impresse from sharing any revenues associated with Impresse Services, VerticalNet and Impresse shall negotiate in good faith a compensation structure that seeks to provide VerticalNet with compensation equal to that set forth in Section 4.6  [REVENUE SHARING].
Question: Consider the Local Programming and Marketing Agreement between MediaCo Holding Inc. and WBLS-WLIB LLC; What licenses are granted under this contract?
Answer: Programmer shall not separately sell advertising time on the HD2 Channel but may market the WLIB Programs as being rebroadcast on the HD2 Channel.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What is the duration of any warranties provided in this contract?
Answer: In the event that Magenta does not inform Bachem within the [***] period that the Product does not meet the Specifications, Magenta shall be deemed to have accepted the Product.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; What is the renewal term for this contract?
Answer: Thereafter, this Agreement automatically renews for successive terms of one (1) year.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Are there any exceptions to competitive restrictions in this contract?
Answer: In order to maintain the exclusivity granted hereunder, Zanotti  shall provide Aura with orders for a minimum of (i) one thousand (1,000) AETRU Systems during the first twenty-four (24) months of this  Agreement and (ii) seven hundred and fifty (750) AETRU Systems per year thereafter for so long as this Agreement remains in effect (the  "Minimum Order"). In the event that Zanotti fails to secure purchases









  amounting to the Minimum Order for any particular period, the exclusive supplier rights granted pursuant to this Article 2 shall become non- exclusive commencing immediately following such period in which the Minimum Order was not achieved and Aura shall have full discretion to  purchase or otherwise obtain Product from sources other than Zanotti.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned in whole or in part by                   either party without prior written consent of the other.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Is there an anti-assignment clause in this contract?
Answer: Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other to an Affiliate of such party, or to the surviving party in a merger or consolidation, or to a purchaser of all or substantially all of its assets.