orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; Is there a most favored nation clause in this contract?
Answer: All Users shall be treated at least as favorable in all respects (including without limitation with respect to pricing, quality of service, and customer support responsiveness) as Boxlot treats users of the Boxlot Site.
Question: Consider the Transportation Services Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; Is there a clause preventing the solicitation of employees in this contract?
Answer: The Contractor and the Customer will not be allowed to employ employees of the other party, directly or indirectly, for one (1) year from the date the employee has ceased to be employed by the other party.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement shall be automatically renewed for an additional one year period on each anniversary of the Effective Date, unless terminated by either Party hereto upon ninety (90) days written notice to the other.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; What licenses are granted under this contract?
Answer: Where appropriate and to the extent required, each party undertakes to grant a royalty free license to the other Party solely for the design and development of product(s) under this Agreement.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; What is the notice period required to terminate the renewal?
Answer: This agreement shall automatically renew for successive six (6) month periods unless written notice is provided of either party's intent not to renew at least six (6) months before the end of the then-current term.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; What is the governing law for this contract?
Answer: This Agreement will be governed and construed in accordance with the laws of the State of New York without giving effect to conflict of laws principles. Both parties submit to personal jurisdiction in New York and further agree that any cause of action arising under this Agreement shall be brought in a court in New York City, NY.
Question: Consider the Transportation Services Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; What are the audit rights under this contract?
Answer: Shipper shall be entitled to audit Carrier's applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section 6.2 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the System; provided, however, such audit shall not require Carrier to disclose confidential information of any Person other than Shipper who is a shipper on the System
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; Is there a non-compete clause in this contract?
Answer: During the Term, of this Agreement and for an additional period of two (2) years from the date of termination of this Agreement, the Contractor undertakes not to develop on its own account any Product.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign, delegate, or transfer this Agreement or any of its rights or duties hereunder, without the prior written consent of the other Party. Any attempted assignment or delegation in violation of this section shall be void.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; What is the renewal term for this contract?
Answer: This agreement shall automatically renew for successive six (6) month periods unless written notice is provided of either party's intent not to renew at least six (6) months before the end of the then-current term.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3  [Intellectual Property Infringement], IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF GOODWILL, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3  [Intellectual Property Infringement], IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN THE AMOUNT THAT SUCH PARTY HAS EARNED PURSUANT TO THE REVENUE SHARING PROVISIONS OF SECTION 5.4  [Share of Net Revenue] IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall be automatically renewed for an additional one year period on each anniversary of the Effective Date, unless terminated by either Party hereto upon ninety (90) days written notice to the other.
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; What are the insurance requirements under this contract?
Answer: In this regard CONSULTANT shall be an additional insured under Company's applicable insurance coverages
Question: Consider the Transportation Services Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Does this contract include any volume restrictions?
Answer: New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity and Historical Shippers will have access to a maximum of ninety percent (90%) of the Available Capacity.
Carrier shall allocate up to ninety percent (90%) of the Available Capacity on a non-discriminatory historical basis to all Historical Shippers.
Carrier is not required to allocate more than two percent (2%) of the Available Capacity to any individual New Shipper.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: Both Parties agree that during the Term of this Agreement and for a period of two (2) years following the termination, both Parties will not (i) solicit, encourage, or take any other action, which is intended, directly or indirectly, to induce any employee to terminate his or her employment with a Party; or (ii) interfere in any manner with the contractual or employment relationship between the Parties and any their employees.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What is the governing law for this contract?
Answer: The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the law of the State of Israel, without giving effect to choice of law rules, and both Parties consent to jurisdiction by the courts of the City of Haifa.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall be effective as of that date (the "Effective Date") the Site becomes fully operational as set forth in writing and executed by both Parties and shall continue for a period of one (1) year from the Effective Date.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; What is the expiration date of this contract?
Answer: This agreement shall commence on January 20, 2014 (the "Effective Date") and shall continue in effect for six (6) months (the "Initial Term").
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; How is intellectual property ownership assigned in this contract?
Answer: CONSULTANT acknowledges that CONSULTANT's rights in all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Proprietary Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company's actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by CONSULTANT (whether alone or jointly with others) while under contract with the Company, whether before or after the date of this Agreement ("Work Product"), belong to the Company. CONSULTANT shall promptly disclose such Work Product to the Chief Executive Officer of the Company and, at the Company's expense, perform all actions reasonably requested by the Chief Executive Officer of the Company (whether during or after the consultancy) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). CONSULTANT acknowledges that all copyrightable Work Product which is capable of being classified as "works made for hire" under the U.S. Copyright Act of 1976, as amended, shall be deemed "works made for hire" and that the Company shall be the author of, and own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," CONSULTANT hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. Furthermore, CONSULTANT agrees to sign any written instrument of transfer for any rights relating to the Work Product which may be required to effect or evidence the assignment of rights in the Work Product to the Company. The foregoing provisions of this Section 6 shall not apply to any invention that CONSULTANT developed entirely on CONSULTANT's own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by CONSULTANT for the Company.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3  [Intellectual Property Infringement], IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF GOODWILL, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3  [Intellectual Property Infringement], IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN THE AMOUNT THAT SUCH PARTY HAS EARNED PURSUANT TO THE REVENUE SHARING PROVISIONS OF SECTION 5.4  [Share of Net Revenue] IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.
Question: Consider the Transportation Services Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there a minimum commitment required under this contract?
Answer: New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity
Products of the required specifications shall be Tendered for transportation in quantities of not less than 2,500 Barrels of the same specification, except that Carrier may, in its sole discretion, accept any quantity of Product if such quantity can be consolidated with other Product such that Carrier can make a single delivery of not less than 2,500 Barrels
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What is the notice period required to terminate the renewal?
Answer: This Agreement shall automatically be renewed for successive one (1) year increments unless either party request in writing, at least ninety (90) days prior to the anniversary date, that this Agreement not to be renewed.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; Does this contract include an exclusivity agreement?
Answer: Where Oak Ridge has identified a specific market opportunity which has been qualified together with Leclanché pursuant to 5.3 above, the Parties shall undertake to work exclusively with each other on such opportunities;

Otherwise there is no exclusivity expressed or implied by either Party.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Are there any third-party beneficiaries designated in this contract?
Answer: Lessor and Lessee expressly agree that Franchisor is a third party beneficiary of this Addendum.
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Is there uncapped liability under this contract?
Answer: VIP shall have no liability with respect to its obligations under this agreement or otherwise for consequential, exemplary, special, indirect, incidental or punitive damages even if it has been advised of the possibility of such damages in any event, other than claims covered by paragraph 8(b) or paragraph 6(a) of this agreement (which claims are excluded from this paragraph 9(f) limitation), the liability of VIP to BNL for any reason and upon any cause of action or claim in contract, tort or otherwise shall be limited to the amount paid by BNL to VIP in the twelve (12) month period prior to the accrual of the action or claim for the specific service which is the subject of the action or claim (or, if such accrual occurs during the first twelve (12) months of the initial term, then the liability shall be limited to the minimum fees payable by BNL to VIP during the first twelve (12) months of the initial term).
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Is there an anti-assignment clause in this contract?
Answer: CONSULTANT shall not be entitled to assign any of CONSULTANT's rights or obligations under this Agreement.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; What are the audit rights under this contract?
Answer: During such two-year period, and upon reasonable notice to the Billing Party, the Non-Billing Party shall have the right to have an audit conducted through a licensed independent accounting firm, of any billings, collections, and taxes on such itemized statement, and to examine the records and books of account of the Billing Party in connection therewith.
Any audit conducted pursuant to this Section 5.7  [Records -] shall not be conducted in such a manner as to unreasonably interfere with the Non-Billing Party's operations and in no event shall an audit be conducted more frequently than once each year.
Question: Consider the Transportation Services Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What is the renewal term for this contract?
Answer: This Agreement shall automatically be renewed for successive one (1) year increments unless either party request in writing, at least ninety (90) days prior to the anniversary date, that this Agreement not to be renewed.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Is there a cap on liability under this contract?
Answer: Except with respect to your obligations to indemnify us and claims that we may bring under Sections 7, 9, 15, or 16 of this Agreement, and except for claims arising from your non-payment or underpayment of any amounts owed to us or our affiliates, (1) any and all claims arising out of or related to this Agreement or the relationship between you and us shall be barred, by express agreement of the parties, unless an action or proceeding is commenced within two (2) years from the date the cause of action accrues; and (2) you and we hereby waive to the fullest extent permitted by law, any right to or claim for any punitive or exemplary damages against the other, and agree that, except to the extent provided to the contrary in this Agreement, in the event of a dispute between you and us, each party will be limited to the recovery of any actual damages sustained by it.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with Swiss law.
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event of a 'Change of Control' of Company, then if CONSULTANT's services are terminated without cause at any time within a twelve (12) month period following such Change of Control, CONSULTANT shall receive a termination fee equal to twelve (12) months compensation hereunder at the then current monthly rate, including any stock compensation.
Question: Consider the Transportation Services Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; What is the governing law for this contract?
Answer: This Agreement shall be governed and construed in accordance with the laws of the state of Texas without giving effect to the conflict of law rules thereof.
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Are there any services to be provided after the termination of this contract?
Answer: From and after notice of termination is received by VIP, any new reports or other services provided by VIP other than routine processing services which have been done for BNL under this Agreement shall be deemed to be additional services and shall be performed by VIP at VIP's then current rates for such termination services as specified on Schedule A.
Upon termination or expiration of this Agreement, BNL shall return all software and related manuals, if any, provided by VIP to BNL during the term of this Agreement.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Are the licenses granted under this contract non-transferable?
Answer: On or before the Launch Date, each party shall grant the other party a non-exclusive, non-transferable, revocable right to use their approved Marks, for the sole purpose of advertising, marketing, promotion and sale of the Co-Branded Service.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; What is the expiration date of this contract?
Answer: Subject to Article 22.2, this Agreement shall remain in force for an Initial Period of 1 year, which may be renewed by mutual consent for such period as the Parties may agree ("Term"), unless it is terminated earlier in accordance with this Agreement or for any of the following reasons:
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall continue for an initial term of year as of the Effective Date.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Is there uncapped liability under this contract?
Answer: Except with respect to your obligations to indemnify us and claims that we may bring under Sections 7, 9, 15, or 16 of this Agreement, and except for claims arising from your non-payment or underpayment of any amounts owed to us or our affiliates, (1) any and all claims arising out of or related to this Agreement or the relationship between you and us shall be barred, by express agreement of the parties, unless an action or proceeding is commenced within two (2) years from the date the cause of action accrues; and (2) you and we hereby waive to the fullest extent permitted by law, any right to or claim for any punitive or exemplary damages against the other, and agree that, except to the extent provided to the contrary in this Agreement, in the event of a dispute between you and us, each party will be limited to the recovery of any actual damages sustained by it.
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; What licenses are granted under this contract?
Answer: During the term of this Agreement or any extension thereof, BNL shall have a non-exclusive license to use the VIP System on-line as designated by VIP.
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Is there a non-disparagement clause in this contract?
Answer: CONSULTANT acknowledges that any disparaging comments by him against the Company are likely to substantially depreciate the business reputation of the Company. CONSULTANT agrees to act in good faith so as to not harm the business reputation of the Company in any way. CONSULTANT further agrees that it will not directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the Company or its owners, officers, directors, or employees in any forum or through any medium of communication.