orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Is there an anti-assignment clause in this contract?
Answer: You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or your Principals') business skill, financial capacity, and personal character.
Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.
You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business. 19.5.3 You agree that, by the terms of any conveyance, selling, assigning, leasing or transferring your interest in the Approved Location, you shall include these restrictive covenants as necessary to ensure that a Competitive Business that would violate this Section is not operated at the Approved Location for this two-year period, and you will take all steps necessary to ensure that these restrictive covenants become a matter of public record.
Question: Consider the Trademark License Agreement between Palmer Square Capital Management LLC and Palmer Square Capital BDC Inc.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a personal, non-exclusive, royalty-free right and license to use the Licensed Mark solely and exclusively as a component of Licensee's own corporate name and in connection with marketing the investment management, investment consultation and investment advisory services that Investment Advisor may provide to Licensee.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; Is there a covenant not to sue included in this contract?
Answer: In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.
In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property.
Except for claims under Sections 12.4  [Indemnification by PaperExchange] and 12.5  [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.
Question: Consider the Consulting Agreement between GROUPE PARAMEUS CORP and Sphere 3D Corp. for Financial and Investor Relations Services; What is the renewal term for this contract?
Answer: Without notification the contract will automatically extend for an additional month of service.
Question: Consider the Network Build and Maintenance Agreement between Commnet Wireless, LLC and AT&T Mobility LLC; What is the expiration date of this contract?
Answer: The "Term" of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or earlier termination of the last Addendum to expire or be terminated, at which time this Agreement will expire, unless this Agreement is sooner terminated in accordance with the terms and provisions of this Agreement.
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. We will then have the prior right and option, to be exercised by notice given at any time before the effective date of such proposed assignment and assumption, to accept an assignment of the Agreement to us upon the same terms and conditions, and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions that may be payable by you out of the consideration to be paid by such assignee for the assignment of the Agreement.
Question: Consider the Sponsorship Agreement between Excite, Inc. and Vitamin Shoppe Industries Inc. for Promotion on WebCrawler Channels; Is there a cap on liability under this contract?
Answer: EXCEPT UNDER SECTIONS 13(a) AND 13(b), IN NO EVENT WILL EITHER                  PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                  CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                  TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                  PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.                  EXCEPT UNDER SECTIONS 13(a) AND 13(b), THE LIABILITY OF EITHER                  PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN                  CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND                  WILL NOT EXCEED, THE AMOUNTS TO BE PAID BY CLIENT TO EXCITE                  HEREUNDER.
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; What licenses are granted under this contract?
Answer: Except as the parties may otherwise agree in writing, Converge, to the extent it has the legal right to do so, hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right and license to use, load, store, transmit, execute, copy, market, distribute, in any medium or distribution technology whatsoever, known or unknown, display, perform and sublicense the Converge-Independent Materials and the Third-Party Materials, in both Source Code and Object Code formats, and to make unlimited





instantiations thereof, for any and all purposes.
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What happens in the event of a change of control of one of the parties in this contract?
Answer: You represent and warrant to us, and agree, that your owners are accurately set forth on Exhibit C to this Agreement, and you also agree not to permit the identity of those owners, or their respective interests in you, to change without complying with this Agreement.
You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent. 16.4.1.1 As used in this Agreement, the term "transfer" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business.
If you are a partnership or limited liability partnership, then the partners of that partnership will not, without our prior written consent, admit additional general partners, remove a general partner, or otherwise materially alter the powers of any general partner.
Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you.
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What are the insurance requirements under this contract?
Answer: Prior to first commercial sale of any LICENSED PRODUCT(S) or LICENSED SERVICE(S) as the case may be in any particular country, Company shall establish and maintain, in each country in which Company shall sell LICENSED PRODUCT(S) or LICENSED SERVICE(S), product liability or other appropriate insurance coverage appropriate to the risks involved in marketing LICENSED PRODUCT(S) and/or LICENSED SERVICE(S) and will annually present evidence to JHU that such coverage is being maintained
Upon JHU's request, Company will furnish JHU with a Certificate of Insurance of each product liability insurance policy obtained. JHU shall be listed as an additional insured in Company's said insurance policies
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; Is there a cap on liability under this contract?
Answer: Except for claims under Sections 12.4  [Indemnification by PaperExchange] and 12.5  [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.
EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c)  [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)  [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c)  [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)  [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.
Question: Consider the Consulting Agreement between GROUPE PARAMEUS CORP and Sphere 3D Corp. for Financial and Investor Relations Services; What is the expiration date of this contract?
Answer: This Agreement is for a term (the "Term") of 12 months from the Effective Date on June 1s t 2020 and expiring May 31st 2021.
Question: Consider the Trademark License Agreement between Palmer Square Capital Management LLC and Palmer Square Capital BDC Inc.; 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 New York.
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Does this contract include any volume restrictions?
Answer: The number of Converge Support Personnel will not exceed seven persons without VNE's prior approval.
Question: Consider the Sponsorship Agreement between Excite, Inc. and Vitamin Shoppe Industries Inc. for Promotion on WebCrawler Channels; Is there uncapped liability under this contract?
Answer: EXCEPT UNDER SECTIONS 13(a) AND 13(b), THE LIABILITY OF EITHER                  PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN                  CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND                  WILL NOT EXCEED, THE AMOUNTS TO BE PAID BY CLIENT TO EXCITE                  HEREUNDER.
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; Are there any services to be provided after the termination of this contract?
Answer: Upon the termination of this Agreement, or upon Company's earlier requests, Consultant will deliver to Company all property relating to, and all tangible embodiments of, Inventions in Consultant's possession or control.
Question: Consider the Trademark License Agreement between Palmer Square Capital Management LLC and Palmer Square Capital BDC Inc.; What is the expiration date of this contract?
Answer: This Agreement shall expire if the Investment Advisor or one of its affiliates ceases to serve as investment adviser to the Licensee.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; Is there uncapped liability under this contract?
Answer: EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c)  [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)  [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c)  [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)  [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; Is there a cap on liability under this contract?
Answer: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JHU ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF JHU AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF JHU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE LICENSED PRODUCTS AND LICENSED SERVICES UNDER THIS AGREEMENT.
Question: Consider the Sponsorship Agreement between Excite, Inc. and Vitamin Shoppe Industries Inc. for Promotion on WebCrawler Channels; What licenses are granted under this contract?
Answer: c)       Each party hereby grants to the other a                           non-exclusive, limited license to use its trademarks,                           service marks or trade names only as specifically                           described in this Agreement.
g)       User Data will be owned by Client, and subject to the                           limitations contained herein, Client grants to Excite                           a non-exclusive license to use the User Data for the                           purposes of this Agreement.
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Is there a minimum commitment required under this contract?
Answer: Converge shall pay to VNE a minimum fee of Four and One-Half Million Dollars ($4,500,000) for VNE's provision of the Services during the Initial Term (the "Initial Term Minimum Fee").
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; Are there any third-party beneficiaries designated in this contract?
Answer: The parties agree that the Investment Advisor shall be a third party beneficiary of this Agreement, and shall have the rights and protections provided to the Licensee under this Agreement.
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development concept, discovery or other proprietary subject matter owned by Consultant or in which Consultant has an interest ("Item"), Consultant will inform Company in writing thereof, and Company is hereby granted and shall have a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as part of or in connection with the exploitation of such Invention.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; Are the licenses granted under this contract non-transferable?
Answer: VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.
VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link
PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What are the audit rights under this contract?
Answer: The Company shall make and retain, for a period of three (3) years following the period of each report required by Paragraph 4.4, true and accurate records, files and books of account containing all the data reasonably required for the full computation and verification of sales and other information required in Paragraph 4.4.
The Company shall permit the inspection and copying of such records, files and books of account by JHU or its agents during regular business hours upon ten (10) business days' written notice to the Company.
JHU shall have the right to audit any and all Company records related to this Agreement.
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What is the governing law for this contract?
Answer: This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under

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Texas law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.
The Franchise Agreement requires application of the laws of the State of Texas.
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Is there an anti-assignment clause in this contract?
Answer: Otherwise, neither party may assign this Agreement without the other party's prior written consent (not to be unreasonably withheld).
Question: Consider the Sponsorship Agreement between Excite, Inc. and Vitamin Shoppe Industries Inc. for Promotion on WebCrawler Channels; 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 California, notwithstanding the actual state                           or country of residence or incorporation of Excite or                           Client.
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What is the notice period required to terminate the renewal?
Answer: With respect to franchisees governed by Minnesota law, we will comply with Minn. Stat. § 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.
In sum, Minn. Stat. § 80C.14 (subd. 3) currently requires, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) of the Franchise Agreement.
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; Is there a covenant not to sue included in this contract?
Answer: The Licensee shall not otherwise contest, dispute, or challenge the Licensor's right, title, and interest in and to the Licensed Mark.
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; What licenses are granted under this contract?
Answer: Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development concept, discovery or other proprietary subject matter owned by Consultant or in which Consultant has an interest ("Item"), Consultant will inform Company in writing thereof, and Company is hereby granted and shall have a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as part of or in connection with the exploitation of such Invention.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What licenses are granted under this contract?
Answer: PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.
VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.
VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.
PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement and to non-exclusive license agreements executed prior to the EFFECTIVE DATE, JHU hereby grants to the Company a non-exclusive, non-transferable license to make, have made, import, offer for sale and sell the LICENSED PRODUCT(S) and the LICENSED SERVICE(S) in the United States and worldwide under the PATENT RIGHT(S) in the LICENSED FIELD.