orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What are the audit rights under this contract?
Answer: Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Is there a cap on liability under this contract?
Answer: PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Integra may offset all costs and expenses covered under (i) above against the Fees as provided in Section 2.2 (c) as its sole and exclusive remedy for the recovery of such costs and expenses.
Question: Consider the Agency Agreement for Stock Offering between Athens Bancshares Corporation, Athens Federal Community Bank, and Keefe, Bruyette & Woods, Inc.; Is there a cap on liability under this contract?
Answer: It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be  required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding  reimbursable expenses) to the Agent under this Agreement.
Question: Consider the Sponsorship Agreement between Sabco Racing, Inc. and Prolong Super Lubricants for NASCAR Racing Seasons 1998-2000; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence with the first race             ----- of the 1998 Winston Cup season and shall continue until the final race of the  year-2000 Winston Cup season.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions of this Agreement, RevMed hereby grants to Sanofi an exclusive (even as to RevMed and its Affiliates), royalty-bearing license (which shall be sub-licensable solely as provided in Section 3.4) under the RevMed Licensed Technology, to Research, Develop, Manufacture, use, sell, offer for sale, import and otherwise Commercialize and exploit Products (including, for clarity, any Companion Diagnostics with respect to such Products) in the Field in the Licensed Territory.
Subject to the terms and conditions of this Agreement, RevMed hereby grants to Sanofi an exclusive option, under the Patent Rights and Know-How claiming or embodied in the [***].
If Sanofi provides a Notice of Interest to RevMed within [***], then (i) RevMed shall, upon request of Sanofi, provide Sanofi with reasonable access to all other then-existing Know-How in RevMed's Control that exists in either paper or electronic form and pertains to the relevant SHP1-SHP2 Dual Inhibitor and (ii) the Parties shall negotiate exclusively in good faith and on a commercially reasonable basis the terms of a definitive agreement under which Sanofi would be granted SHP1-SHP2 Dual Inhibitor License Rights for [***] after RevMed receives such Notice of Interest (such period, the "SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; Is there an anti-assignment clause in this contract?
Answer: Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a "registered investment company") are services referred to in the definition of "investment advisor" under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as "investment advisory services"), then with respect to such Account, this Agreement:

(i) shall not commence until the effective date of its approval by the board of directors or trustees ("Board") of such Account;

(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;

(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;

(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Are there any price restrictions or controls specified in this contract?
Answer: Following the Initial Term, Women.com shall have the right, upon no fewer than sixty (60) days prior written notice to eDiets, to increase the amount of the Payment Schedule; provided, that (i) Women.com may not increase the Payment Schedule more than once in any period of twelve (12) consecutive months; and (ii) such increase may not exceed twenty percent (20%) of the then current Payment Schedule.
Question: Consider the Distributor Agreement between Accuray Incorporated and Siemens Aktiengesellschaft for Multiple LINAC and Multi-Modality Purchases; What is the expiration date of this contract?
Answer: Unless otherwise agreed in writing by Accuray and Distributor and subject to the termination rights contained in this Agreement,  this Agreement shall begin on the Effective Date and shall continue until the termination of the Strategic Alliance Agreement;  provided, however, that if a Termination Election relating to this Agreement is made pursuant to Section 10.3 of the Strategic  Alliance Agreement prior to such termination, this Agreement shall terminate 36 months after such Termination Election (the  "Term").
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).
Question: Consider the Agency Agreement for Stock Offering between Athens Bancshares Corporation, Athens Federal Community Bank, and Keefe, Bruyette & Woods, Inc.; Is there a minimum commitment required under this contract?
Answer: In the event the Company is unable to sell a minimum of    Shares within the period herein provided, this Agreement shall terminate and the  Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus  accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder,  except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof
In the event the Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in  accordance with the provisions of the Plan or as required by the Conversion Regulations, and applicable law, this Agreement shall terminate upon  refund by the Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such  person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder,  except as set forth in Sections 2(a) and (d), 7, 9 and 10 hereof.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Is there a non-compete clause in this contract?
Answer: Except pursuant to or as expressly permitted by this Agreement, RevMed shall not, shall cause its Affiliates not to, conduct or agree to conduct, outside of the Collaboration, on its own or together with one or more Third Parties, the Research, Development or Commercialization of any product that contains a SHP2 Inhibitor, including any SHP1-SHP2 Dual Inhibitor that [***]. For purposes of this Section, [***].
If after [***]: (i) Sanofi or its Affiliates, alone or with or through a Third Party, develop, manufacture or commercialize a Competing Product and (ii) Sanofi or its Affiliates have not commenced a Registrational Clinical Trial for a Product prior to commencing the activities in Section 12.2(d)(i), RevMed may terminate this Agreement effective [***] after it delivers written notice to Sanofi that it is exercising its rights under this Section 12.2(d) unless Sanofi elects in writing within such [***] period to [***].
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; What happens in the event of a change of control of one of the parties in this contract?
Answer: For purposes of this Agreement, "Change in Control" means a merger or consolidation of the party with, or any sale of all or substantially all of the assets of such party to, any other person, corporation or entity, unless as a result of such merger, consolidation or sale of assets the holders of such party's voting securities prior thereto hold at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving or successor corporation after such transaction.
Question: Consider the Sponsorship Agreement between American Champion Media, Inc. and Shun Li De Commerce & Trading Ltd for Boxing Event in China; Is there an anti-assignment clause in this contract?
Answer: 7)      All covenants, promises and agreements by or on behalf of the parties contained in this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the  parties; but nothing in this Agreement, expressed or implied is intended to confer on any party the right to assign its rights or  obligations hereunder.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there a covenant not to sue included in this contract?
Answer: Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the "Trademarks"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.
In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.
Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.
Distributor admits Airspan's exclusive ownership of the name "Airspan Networks Incorporated", "Airspan Communications Ltd.", "ANI", "ACL", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not).
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; What are the audit rights under this contract?
Answer: Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.
Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense
Question: Consider the Agency Agreement for Stock Offering between Athens Bancshares Corporation, Athens Federal Community Bank, and Keefe, Bruyette & Woods, Inc.; Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions herein set forth, the Company and the Bank hereby appoint  the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Common Shares and to  advise and assist the Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering  in the areas of market making and in syndicate formation (if necessary).
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; What is the duration of any warranties provided in this contract?
Answer: The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the "Initial Warranty Period.")
Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.
Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor.
Airspan warrants that, following repair or replacement, the repaired or replaced Equipment or Software by Airspan shall be free from defects in materials and faulty workmanship and that the Software will conform in all material respects to Airspan's published specifications therefor for ninety (90) days from date of shipment from Airspan to Distributor or until the end of the Initial Warranty Period, whichever is longer.
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What is the expiration date of this contract?
Answer: Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days' written notice to the other party hereto.
Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a "registered investment company") are services referred to in the definition of "investment advisor" under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as "investment advisory services"), then with respect to such Account, this Agreement:

(i) shall not commence until the effective date of its approval by the board of directors or trustees ("Board") of such Account;

(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;

(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;

(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); 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 without reference to any rules of conflict of laws.
This Letter shall be governed by and construed in accordance with the laws of the State of New York without reference to any rules of conflict of laws.
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: During the Term, Women.com agrees to give eDiets the right of first refusal to participate in all diet and diet-counseling related promotion opportunities created or otherwise made available by Women.com on channels or sub-channels created after the Effective Date of this Agreement, including sponsorships, anchor placements and any other content integration opportunities ("Diet Promos"). If Women.com proposes to create and make available Diet Promos after the Effective Date, it shall give eDiets written notice of its intention, describing the terms and conditions of participation in the Diet Promos. eDiets shall have fifteen (15) days from the giving of such notice to agree to participate in the applicable Diet Promo upon the terms and conditions specified in the notice by giving written notice of its agreement to Women.com.
eDiets.com will have the first right to substitute any of the following content features for any of the eight (8) content features selected above once inventory on such features becomes available.
Question: Consider the Sponsorship Agreement between American Champion Media, Inc. and Shun Li De Commerce & Trading Ltd for Boxing Event in China; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California and the laws of Hong Kong.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Are there any services to be provided after the termination of this contract?
Answer: After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement
Question: Consider the Agency Agreement for Stock Offering between Athens Bancshares Corporation, Athens Federal Community Bank, and Keefe, Bruyette & Woods, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be construed in accordance with the laws of the State of New York without regard to principles of  conflicts of law.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); What is the expiration date of this contract?
Answer: The term of this Agreement shall commence upon the Effective Date and, unless earlier terminated pursuant to this Article XII, shall continue in full force and effect until the expiration of Sanofi's payment obligations under Article IX or the Profit/Loss Share Agreement, whichever is later (the "Term").
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the foregoing, Women.com shall be entitled to (aa) provide mini and micro web sites and Women.com promotions and sponsorships to Jenny Craig; (bb) sell, display, or distribute advertisements, including banner advertisements, newsletter placements, internet radio, commerce placements and market research, or otherwise promote Competitive Companies on pages other than the Gateway Page of the Diet Center.
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; What licenses are granted under this contract?
Answer: NCB agrees that NPC may use NCB's name and its BIN, ICA and any other Visa and MasterCard identification numbers to the extent necessary or appropriate to perform the Merchant Processing Services.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the "Right") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; What is the governing law for this contract?
Answer: This Agreement shall be interpreted and enforced in accordance with the laws of the State of California as applied to agreements made, entered into and performed entirely in California by California residents, notwithstanding the actual residence of the parties, without giving effect to any choice of laws of California that would require the application of the laws of a state other than California.
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; Is there an anti-assignment clause in this contract?
Answer: Neither party shall assign this Agreement or any rights under it except with the prior written consent of the other.
Question: Consider the Agency Agreement for Stock Offering between Athens Bancshares Corporation, Athens Federal Community Bank, and Keefe, Bruyette & Woods, Inc.; What is the expiration date of this contract?
Answer: The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after  the completion of the Subscription Offering (the "End Date").