orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; Are there any services to be provided after the termination of this contract?
Answer: At the Supplier's option, on termination of this agreement:

(a) the Supplier may buy from the Distributor all or any stocks of Products for the current market value for those Products. The Distributor must deliver such Products to the Supplier within 14 days of receiving the Supplier's notice, and the Supplier must pay for the Products in full within 30 days of their delivery. The Supplier shall be responsible for the costs of packaging, insurance and carriage of the Products; or

(b) the Distributor may dispose of the balance of the Products in its possession and account to the Supplier for the Price for those Products;
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; How is intellectual property ownership assigned in this contract?
Answer: Unless this Agreement is terminated by Zogenix under Section 12.2(c), at Zogenix's option, which shall be exercised by written notice to Distributor, to the extent permitted under Applicable Laws, Distributor shall assign or cause to be assigned to Zogenix or its designee (or to the extent not so assignable, Distributor shall take all reasonable actions to make available to Zogenix or its designee the benefits of), at Zogenix's cost, all Regulatory Filings and Regulatory Approvals for the Product in the Field in the Territory.
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; What is the expiration date of this contract?
Answer: This Agreement will be in effect for one year from the Effective Date and will automatically renew for successive one (1) year periods unless terminated as provided below.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Is there a cap on liability under this contract?
Answer: Bioamber and Cargill agree to waive any and all claims against each other for consequential, punitive, incidental, special, or  other forms of "exemplary" losses whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including  any losses relating to lost use, lost profits, lost business, damage to reputation, or lost or diminished financing unless such claims are  based on a Party's gross negligence or willful misconduct.
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; What is the governing law for this contract?
Answer: This  Agreement  shall be  governed  by and  construed  in      accordance  with the laws of the  Province  of  British  Columbia  (without      regard to its conflict of laws provisions)  which shall be deemed to be the      proper law thereof.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What is the duration of any warranties provided in this contract?
Answer: In case of discrepancy found in Products





         delivered, DISTRIBUTOR shall report to PPG SHANGHAI in writing,          detailing all the discrepancies within 48 hours after delivery. PPG          SHANGHAI will not accept any claims for discrepancy in delivery beyond          the 48 hours period. If Products are found damaged upon delivery,          DISTRIBUTOR or its customers who directly receive the delivery shall          report to PPG SHANGHAI in writing within 48 hours.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Is there a cap on liability under this contract?
Answer: In the event that the Product fails to          conform to the warranties herein given, DISTRIBUTOR's exclusive remedy          and PPG SHANGHAI's sole responsibility is, at PPG SHANGHAI's option,          limited to the replacement of such nonconforming Product at PPG          SHANGHAI's expense or the refund of the purchase price attributable to          a specific delivery as to which a claim is made. For the avoidance of          doubt, PPG SHANGHAI hereby declares and represents that PPG SHANGHAI is          not responsible for any damage to the Products after they have been          taken away from PPG SHANGHAI's warehouse and caused by DISTRIBUTOR or          its transport agent.
PPG          SHANGHAI will not accept any claims for discrepancy in delivery beyond          the 48 hours period.
Notwithstanding the provisions of any law, rule, or regulation to the contrary, on the termination of this Agreement for any cause whatsoever, DISTRIBUTOR shall not be entitled to claim or receive from PPG SHANGHAI any compensation, reimbursement, or damages on account of any expenditure or commitment of any kind in connection with its business or on account of goodwill or on account of loss of prospective profits or otherwise. In no event shall PPG SHANGHAI be liable for consequential damages.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; What are the insurance requirements under this contract?
Answer: During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory.
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; What licenses are granted under this contract?
Answer: The Supplier hereby grants to the Distributor the non-exclusive right, in the Territory, to use the Trade Marks in the promotion, advertisement and sale of the Products, subject to, and for the duration of, this agreement.
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; What is the expiration date of this contract?
Answer: This Agreement  shall continue until  terminated as      provided herein.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Does this contract include any revenue or profit-sharing arrangements?
Answer: During the Distribution Term, and in addition to the consideration provided pursuant to Sections 6.1, 6.2, 6.3, and 6.4, for all Product supplied by Zogenix to Distributor under purchase orders submitted pursuant to the Supply Agreement in a particular Fiscal Year, Distributor shall pay to Zogenix a transfer price per unit of Product supplied (the "Transfer Price") equal to the sum of (i) [***] of the Fully-Burdened Manufacturing Cost per unit of Product for such Fiscal Year, (ii) [***] of aggregate annual Net Sales for such Fiscal Year, and (iii) the applicable markup percent of the applicable aggregate Net Price for such Fiscal Year, which markup percent is determined based on the incremental amount of Product ordered in such Fiscal Year as set forth below, as may be adjusted pursuant to Section 6.5(b):

Amount of Product Supplied per Fiscal Year Net Price Markup

For the portion of Product supplied less than or equal to the equivalent of [***] in Net Sales in such Fiscal Year [***]

For the portion of Product supplied in excess of the equivalent of [***] in Net Sales and less than or equal to the equivalent of [***] in Net Sales in such Fiscal Year [***]

For the portion of Product supplied in excess of the equivalent of [***] in Net Sales and less than or equal to the equivalent of [***] in Net Sales in such Fiscal Year [***]

For the portion of Product supplied in excess of the equivalent of [***] in Net Sales in such Fiscal Year [***]
Following the expiration of the Distribution Term and during the remaining Term of this Agreement, for all Product supplied by Zogenix to Distributor under purchase orders submitted pursuant to the Supply Agreement in a particular Fiscal Year, Distributor shall pay to Zogenix the Transfer Price per unit of Product supplied shall be equal to the sum of (i) [***] of the Fully-Burdened Manufacturing Cost per unit of Product for such Fiscal Year, and (ii) [***] of aggregate annual Net Sales for such Fiscal Year.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; Are the licenses granted under this contract non-transferable?
Answer: Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; Is there an anti-assignment clause in this contract?
Answer: The Distributor shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Marks granted under this agreement.
Without affecting any other rights that it may be entitled to, the Supplier may give notice in writing to the Distributor terminating this agreement immediately if the Distributor purports to assign its rights or obligations under this agreement to an entity that is not (1) affiliated with, (2) related to, or (3) sharing common ownership with the Distributor (a Permitted Assignee).
The Distributor shall not assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement, or purport to do any of the same; provided, however, the Distributor may assign or transfer this agreement to a Permitted Assignee without the consent of Supplier. The Distributor shall not sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; What are the audit rights under this contract?
Answer: Bioamber shall have the right to audit Cargill time sheets from time to time. Such audit shall occur once per year  during reasonable business hours by an independent third party agreed to by both parties, who shall be under obligations of  confidentiality.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Does this contract include an unlimited or all-you-can-eat license?
Answer: Bioamber hereby grants Cargill, and Cargill hereby accepts, an exclusive, worldwide, royalty-free license with an unlimited right to  sublicense under and to Bioamber Improvements for use outside the Field during the term of this Development Agreement. Such  use shall be for research purposes only.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Are the licenses granted under this contract non-transferable?
Answer: PPG SHANGHAI hereby grants to          DISTRIBUTOR during the Term, subject to the terms and conditions          hereinafter specified, a limited, nonexclusive, nonassignable and          nontransferable right to use the PPG Trademarks in the Territory for or          in connection with its advertisement, promotion, sale and distribution          of Products.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; What licenses are granted under this contract?
Answer: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.
The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.
The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.
The Association hereby grants Company the right to use the Association Name and Logo ("the Association Marks") on educational, promotional and or advertising materials throughout the Term (see Attachment "B").
Any display of Association Mark must be accompanied by one of the following relationship statements: a. "Freeze Tag is a national sponsor of Get Fit Don't Sit DayTM, a wellness engagement day of American Diabetes Association®" b. "Freeze Tag is a national sponsor of American Diabetes Association®"
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Is there an anti-assignment clause in this contract?
Answer: Except as expressly provided in this Section 14.3, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement and its rights and obligations hereunder without the other Party's consent:

(a) in connection with the transfer or sale of all or substantially all of the business of the assigning Party to a Third Party, whether by merger, sale of stock, sale of assets or otherwise; provided that in the event of a transaction (whether this Agreement is actually assigned or is assumed by the acquiring party by operation of law (e.g., in the context of a reverse triangular merger)), unless otherwise agreed with the acquiring party in writing, intellectual property of the acquiring party shall not be included in the intellectual property to which the other Party has access under this Agreement; or

(b) to an Affiliate, provided that the assigning Party shall remain liable and responsible to the non‑assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate.
For the avoidance of doubt, in the event that either Party assigns this Agreement pursuant to this Section 14.3(a), the other Party shall have the right to terminate this Agreement pursuant to Section 12.2(i).
Any assignment not in accordance with this Section 14.3 will be null and void.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there a covenant not to sue included in this contract?
Answer: King recognizes Depomed's title to the Depomed Trademarks, and shall not at any time, during or after the Term, do or knowingly suffer to be done any act or thing which will in any way impair the rights of Depomed in or to the Depomed Trademarks. King acknowledges and agrees that it shall not acquire and shall not claim any title to the Depomed Trademarks adverse to Depomed by virtue of the rights granted under this Agreement or through King's use of the Depomed Trademarks, it being the intention of the parties that all goodwill and improved reputation generated by King and use of the Depomed Trademarks shall inure to the benefit of Depomed.
Depomed recognizes King's title to the King Trademarks, and shall not at any time, during or after the Term, do or knowingly suffer to be done any act or thing which will in any way impair the rights of King in or to the King Trademarks.
Depomed acknowledges and agrees that it shall not acquire and shall not claim any title to the King Trademarks adverse to King by virtue of the rights granted under this Agreement or through Depomed's use of the King Trademarks, it being the intention of the parties that all goodwill and improved reputation generated by Depomed and use of the King Trademarks shall inure to the benefit of King.
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; What is the governing law for this contract?
Answer: This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Ohio law.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What licenses are granted under this contract?
Answer: PPG SHANGHAI hereby grants to          DISTRIBUTOR during the Term, subject to the terms and conditions          hereinafter specified, a limited, nonexclusive, nonassignable and          nontransferable right to use the PPG Trademarks in the Territory for or          in connection with its advertisement, promotion, sale and distribution          of Products.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there a cap on liability under this contract?
Answer: Except as set forth above, Depomed shall be under no liability whatsoever to compensate King or make any other payment to King for any decision to recall, initiate a market withdrawal or take any other corrective action with respect to the Product.
In the event that a Depomed Supply Failure occurs, notwithstanding its compliance with its obligations under Section 6.1, to fulfill all orders for the Product generated by King activities in a timely and efficient manner, upon written notice to Depomed (a "King Manufacturing Notice"), King shall have, and hereby grants King, exercisable only in accordance with the provisions hereof, the right, but not the obligation, to manufacture, or have manufactured, the Product on behalf of Depomed, at Depomed's expense, including expenses related to the technical transfer of the Product, and Depomed will provide reasonable assistance to King in connection therewith, including by transferring or licensing to King all Technology necessary or useful to give King the capability of manufacturing the Product so that King can undertake manufacture of the Product; provided, however, that Depomed shall not be required to reimburse King for more than [***] percent ([***]%) of Depomed's standard cost for such Product.
NEITHER KING NOR DEPOMED (WHICH FOR THE PURPOSES OF THIS SECTION 11.2 SHALL INCLUDE THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY PUNITIVE DAMAGES, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATING TO OR ARISING FROM THIS AGREEMENT, EVEN IF SUCH DAMAGES MAY HAVE BEEN FORESEEABLE; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; What happens in the event of a change of control of one of the parties in this contract?
Answer: This Agreement may be terminated by either Party upon [***] written notice to the other Party in the event that the other Party undergoes a Change of Control; provided, however, that such termination notice shall only be effective if delivered within [***] after the later of the occurrence of such Change of Control or the date the Party undergoing the Change of Control delivers written notice thereof to the other Party.
Except as expressly provided in this Section 14.3, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement and its rights and obligations hereunder without the other Party's consent:

(a) in connection with the transfer or sale of all or substantially all of the business of the assigning Party to a Third Party, whether by merger, sale of stock, sale of assets or otherwise; provided that in the event of a transaction (whether this Agreement is actually assigned or is assumed by the acquiring party by operation of law (e.g., in the context of a reverse triangular merger)), unless otherwise agreed with the acquiring party in writing, intellectual property of the acquiring party shall not be included in the intellectual property to which the other Party has access under this Agreement; or

(b) to an Affiliate, provided that the assigning Party shall remain liable and responsible to the non‑assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; Does this contract include any volume restrictions?
Answer: The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; What is the notice period required to terminate the renewal?
Answer: This agreement begins on the Commencement Date and, subject to clause 11.2, shall continue for an initial term of one (1) years (Initial Term) and indefinitely after that until terminated by either party giving at least twelve (12) months' prior written notice to expire on or after the expiry date of the initial term.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Are the licenses granted under this contract non-transferable?
Answer: The Research License shall be provided to Bioamber only, with no rights  to sublicense and with no "have made" rights.
Bioamber hereby grants Cargill, and Cargill hereby accepts, an exclusive, worldwide, royalty-free license with an unlimited right to  sublicense under and to Bioamber Improvements for use outside the Field during the term of this Development Agreement.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either Party without the prior written consent of the other Party.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Is there a minimum commitment required under this contract?
Answer: DISTRIBUTOR agrees to satisfy the annual and quarterly sale targets for          the Products set forth in Appendix 3 herein as mutually agreed to by          the parties hereof.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Is there a non-compete clause in this contract?
Answer: During the Term, without the prior written approval of Zogenix, Distributor shall not, and shall cause its Affiliates not to, either directly or indirectly, file for Regulatory Approval of, promote, market, offer for sale, sell, import or distribute in the Territory any product containing fenfluramine or any salt, enantiomer, or polymorph of fenfluramine, or any product for [***].