orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; What are the insurance requirements under this contract?
Answer: Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate.
Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.
Question: Consider the Website Design, Development, and Hosting Agreement between FreeCook and Mitchell's Web Advance; What is the expiration date of this contract?
Answer: Terms of the project: 12 weeks from February 8, 2018 to May 3, 2018
Question: Consider the Content License Agreement between PSiTech Corporation and Empirical Ventures, Inc.; What is the renewal term for this contract?
Answer: Thereafter, this Agreement shall renew automatically for one (1) additional three (3) year period (the "Renewal Term" and collectively, together with the Initial Term, the "Term") unless either party provides the other with written notice of non-renewal at least ninety (90) days before the expiration of the Initial Term].
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; Is there an anti-assignment clause in this contract?
Answer: This Agreement and all the rights and obligations of Party B hereunder shall not be assigned, pledged, sublicensed without the prior written consent of Party A.
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; Are there any price restrictions or controls specified in this contract?
Answer: The prices payable by Ultragenyx to Cremer for the Product (the "Price") shall be agreed [***] every contract year; provided, that the Price may not increase more than the [***] for such period or [***]%, whichever is higher.
Question: Consider the Agency Agreement for Stock Offering between Alliance Bancorp, Inc. of Pennsylvania and Sandler O'Neill & Partners, L.P.; 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 applicable to agreements made and to be performed in said State without regard to the conflicts of laws provisions thereof.
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; What are the audit rights under this contract?
Answer: Each Party shall have the right, during normal business hours and upon reasonable notice, to inspect all such records of the other Party, its Affiliates or Permitted Subcontractors.
At the request of the other Party, each Party will, and will cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 7.7 (Financial and Other Records) solely to confirm the accuracy of all financial reports, invoices and payments made hereunder or Budget spending under an approved Workflow Development Plan. Such examinations may not (a) be conducted more than once in any [***] month period (unless a previous audit during such [***] month period revealed an overpayment (or an underpayment of a Milestone Payment, FOU License Fees, or royalty for Licensed Products) of at least [***] percent ([***]%) of the amount actually due with respect to such period) or (b) [***]. The accounting firm will execute a reasonable written confidentiality agreement with the audited Party and will disclose to the auditing Party only such information as is reasonably necessary to provide the auditing Party with information regarding any actual or potential discrepancies between the amounts actually paid and the amounts payable under this Agreement.
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: At the end of such [*] ([*]) year period, HSWI shall have the right to renew the Agreement under materially the same terms or shall have an option to purchase the Translated Content outright to the extent rights permit and to the extent the parties mutually agree to terms for such sale.
Additionally commencing on the Effective Date and continuing for eighteen (18) months, World Book shall offer HSWI a right of first refusal to create any paid-subscription Chinese language websites, which do not exist as of the date hereof, using the Content on equal or better terms as agreed to between World Book and a third party.
Question: Consider the Sponsorship and Development Agreement between Teknik Digital Arts Inc. and Rick Smith Enterprises; What is the governing law for this contract?
Answer: This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.
This Agreement shall be governed by the laws of the State of Arizona applicable to agreements fully executed and performed therein.
Question: Consider the Endorsement Agreement between Andy North and Golfers Incorporated for F2 Golf Clubs; Are there any services to be provided after the termination of this contract?
Answer: Said books and records shall be maintained for a two (2) year period following the expiration or termination of  this Agreement.
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; What are the audit rights under this contract?
Answer: In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.
Question: Consider the Master Franchise Agreement between Smaaash Entertainment Private Limited and I-AM Capital Acquisition Company for Smaaash Centres; Is there a covenant not to sue included in this contract?
Answer: Franchisee shall not challenge, directly or indirectly, Franchisor's interest in, or the validity of, any Franchisor Property, or any application for registration or trademark registration thereof or any rights of Franchisor therein.
Question: Consider the Content License Agreement between PSiTech Corporation and Empirical Ventures, Inc.; What is the expiration date of this contract?
Answer: The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any express provision of this Agreement, shall continue until five (5) years following the Effective Date (the "Initial Term").
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; Does this contract include an exclusivity agreement?
Answer: Cremer shall supply Ultragenyx exclusively with the Product worldwide, Ultragenyx shall purchase the Product exclusively from Cremer.
Question: Consider the Agency Agreement between General Electric Capital Corporation and Duckwall-Alco Stores, Inc. for Equipment Leasing; What are the audit rights under this contract?
Answer: Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; Can this contract be terminated for convenience, and under what conditions?
Answer: During the term of this Agreement, Party A may terminate this Agreement at any time with a written notice to Party B 30 days before such termination.
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Are there any services to be provided after the termination of this contract?
Answer: The insurance policies will be under an occurrence form, but if only a claims-made form is available to a Party, then such Party will continue to maintain such insurance after Expiration or the termination of this Agreement for a period of [***] ([***]) years following the end of the Term.
Upon Expiration of this Agreement: (i) the licenses granted to BLI from Ginkgo pursuant to Section 9.2 (Grants to BLI) and the licenses granted to Ginkgo from BLI in Section 9.1.1 (Scope of Grants) and 9.1.2 (License Grant to Exploit [***]) shall survive and become perpetual, irrevocable, and royalty-free, (ii) no royalties shall be payable by Ginkgo on the sale or transfer of a Licensed Product, (iii) the pricing terms for Beacon Optofluidic Machines, Consumables, and services (including Services) set forth in Section 5.2.2 (Pricing - Adjustments) shall [***], (iv) the restrictions on BLI set forth in Section 6.2.1 (Restrictions on BLI) shall survive to the extent set forth therein and (v) [***].
In the event that termination is the result of Ginkgo exercising the Buy-Down Election (including payment of the Buy-Down Amount), then, as of the effective date of termination: (a) any and all existing Headstart Periods shall immediately be deemed to have accelerated to conclusion, (b) the restrictions on BLI set forth in Section 6.2.1 (Restrictions on BLI) shall terminate; (c) the licenses granted to Ginkgo from BLI in Section 9.1.1 (Scope of Grants) and 9.1.2 (License Grant to Exploit [***]) shall survive and become perpetual and irrevocable
The Parties hereby acknowledge that, if this Agreement is terminated, then, depending on the manner of termination, Ginkgo may, as more fully set forth in Section 13.3 (Effects of Termination), be required to pay royalties to BLI with respect to Licensed Product, which royalties will be in line with BLI's then-standard commercial terms. In order for Ginkgo to more fully understand the royalty that may be owed to BLI in the event this Agreement is terminated, on an annual basis, starting at the end of the [***] Contract Year, BLI will provide Ginkgo, in writing, its then-current commercial terms with respect to royalties for the Licensed Products.
Question: Consider the Sponsorship and Development Agreement between Teknik Digital Arts Inc. and Rick Smith Enterprises; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).
Question: Consider the Master Franchise Agreement between Smaaash Entertainment Private Limited and I-AM Capital Acquisition Company for Smaaash Centres; What are the insurance requirements under this contract?
Answer: During the Term, Franchisee shall maintain policies of insurance as may be requested by Franchisor, subject to applicable law, in relation to the Smaaash Centres.
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Does this contract include an exclusivity agreement?
Answer: The term of the license for the Content delivered to HSWI as part of the Affinities, and the Affinities themselves, shall be perpetual, Exclusive, and irrevocable. World Book shall have no right to allow any party other than HSWI, including World Book, to publish, distribute, duplicate, or otherwise use the Reference Content that comprises the Affinities on the Open Free Web for purposes of creating any materials that are the same or similar to the Affinities and published online or in any other free digital media.
World Book shall not license to any third parties or otherwise use the Content as Affinities in any digital form during the term of the license.
In addition, such license for Translated Content shall be Exclusive for Display on the Open Free Web.
Commencing on the Effective Date and continuing for eighteen (18) months, World Book shall work exclusively with HSWI to publish Chinese language Content for the Open Free Web and shall not itself, directly or indirectly, publish Chinese language Content for the Open Free Web.
Question: Consider the Endorsement Agreement between Andy North and Golfers Incorporated for F2 Golf Clubs; What licenses are granted under this contract?
Answer: Subject to the terms set forth in this Agreement, North hereby grants to Company the right and privilege  to use North's Likeness and North's Endorsement during the Term and within the Contract Territory in all reasonable forms of advertising  including, but not limited to television (including the infomercial format), radio, print advertising, brochures, pamphlets, product packaging,  point-of-purchase materials, Company's  web-site and a demonstration video (hereinafter referred to as "Advertising Materials")  in connection with Company's advertisement and sale of the Endorsed Product only.
Question: Consider the Content Distribution and License Agreement between ConvergTV, Inc. and Fulucai Productions Ltd.; What are the audit rights under this contract?
Answer: Each of the Parties may, at its own expense, audit the other Party's compliance with this Agreement, including but not limited to, auditing the other Party's representations and warranties.
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; What is the governing law for this contract?
Answer: The laws of the Federal Republic of Germany shall apply to the Agreement and any legal relations thereof, especially any purchase order, between Cremer and Ultragenyx shall be governed by that law.
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; What is the governing law for this contract?
Answer: The validity, implementation and interpretation of this Agreement shall be governed by the laws of PRC.
Question: Consider the Agency Agreement between General Electric Capital Corporation and Duckwall-Alco Stores, Inc. for Equipment Leasing; Does the licensee's affiliates have any licensing rights under this contract?
Answer: with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, "Software"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;
Question: Consider the Sponsorship Agreement between R. C. Boyd Enterprises, LLC and Cano Petroleum, Inc. for 'Honey Hole'; Is there a minimum commitment required under this contract?
Answer: The Company shall produce no less than forty (40) original episodes of the Show per year
The Company agrees to feature not less than two (2) persons designated by Cano as guests on not less than six (6)  separate episodes per year.
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Does the licensee's affiliates have any licensing rights under this contract?
Answer: To ensure that, [***], BLI shall, and hereby does, automatically grant to Ginkgo, as of the date Ginkgo purchases an aggregate of [***] ([***]) Beacon Optofluidic Machine from BLI, a non-exclusive, non-royalty bearing and sublicensable (through multiple tiers) worldwide license in any Intellectual Property Controlled by BLI that is necessary to [***], solely for Ginkgo's [***] own internal use so that Ginkgo (or its Affiliates or permitted sublicensees) may [***].
Ginkgo may grant sublicenses of the license granted to Ginkgo under Section 9.1.1 (Scope of Grants) and Section 9.1.2 (License Grant to Exploit [***]) with the prior written consent of BLI[***]; provided that such prior written consent of BLI shall not be needed for any sublicense granted by Ginkgo to (a) a Permitted Subcontractor of Ginkgo under Section 2.7 (Subcontracting) to the extent such sublicense relates to the subcontracted activities, (b) any wholly-owned subsidiary of Ginkgo existing as of the Effective Date or (c) any other Person, including other Affiliates and any Third Party, under Section 9.1.2 (License Grant to Exploit [***]) so long as, in the case of this clause (c), the sublicense [***].
Each sublicense of any license granted to BLI under this Section 9.2 (Grants to BLI) will (i) be in writing, (ii) be consistent with the terms and conditions of this Agreement and (iii) require each sublicensee thereunder to comply with all terms of this Agreement applicable to a sublicensee; provided that, subject to Section 6.2.1, such prior written consent of Ginkgo shall not be needed for any sublicense granted by BLI (a) under Section 9.2.1, to a Permitted Subcontractor of BLI under Section 2.7 (Subcontracting) to the extent such sublicense relates to the subcontracted activities, (b) any wholly-owned subsidiary of BLI existing as of the Effective Date, or (c) any other Person, including other Affiliates and any Third Party, under Section 9.2.2.
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; What is the governing law for this contract?
Answer: This Agreement, the rights and obligations of the parties hereto, and any claims or disputes thereto, shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles. Venue for any proceedings not subject to arbitration under this Agreement shall be in the state and federal courts located in New York, New York.
Question: Consider the Endorsement Agreement between Andy North and Golfers Incorporated for F2 Golf Clubs; Does this contract include any volume restrictions?
Answer: North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2011  for the purpose of producing the following: (1) one 30-minute infomercial; (2) one 30-second television commercial; (3) one  demonstration dvd on how to use the Endorsed Product. (4) product testimonials and (5) still photographs for print  advertisements and packaging (hereinafter referred to as "Production Appearance").
North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2012  for the purpose of producing either new or updated Advertising Materials. Sa
Should Company request for North to conduct Additional Production/Promotional Appearances and North agrees to  appear, Company shall pay North an additional fee for such appearance(s) as set forth in paragraph 6.d. below. North has no obligation  to make such appearance.
The voice over  appearance shall take place at North's personal residence or at another mutually agreed upon location in Wisconsin, and shall not  exceed two (2) hours in duration.
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Does the licensor's affiliates have any licensing rights under this contract?
Answer: With respect to any Intellectual Property developed by BLI or its Affiliates in collaboration or on behalf of a Third Party during the Term of this Agreement that is [***] for (a) [***] or (b) [***], with respect to each, BLI and its Affiliates shall [***] to [***] that BLI or its Affiliates Control such Intellectual Property so that BLI may grant a license to Ginkgo with respect to such Intellectual Property as set forth in Section 9.1 (Grants to Ginkgo).
Subject to the terms and conditions of this Agreement, and in consideration for the payments to BLI under this Agreement, during the Term, BLI, on behalf of itself and its Affiliates, hereby grants and shall grant to Ginkgo a non-exclusive, sublicensable (solely in accordance with Section 9.1.4 (Consent to Sublicense)), non-transferable, non-royalty-bearing (subject to Section 13.3.2 (Effects of Termination Based Upon Ginkgo Buy-Down Election)) worldwide license in, to and under (i) BLI Background IP, and (ii) other Intellectual Property that is Controlled by BLI and that is [***] BLI Inventions, with both of (i) and (ii) being limited to what is necessary for Ginkgo to [***] and (iii) the Collaboration Intellectual Property solely to:

(a) perform research [***] on biological entities, including organisms, cells and strains (and sub-components thereof);

(b) (i) design and develop (A) Collaboration Workflows as generally contemplated under a Workflow Development Plan and (B) Ginkgo Workflows as permitted under this Agreement and (ii) use [***] Workflows to conduct the activities set forth in clause (a) and clause (c) of this Section 9.1.1 (Scope of Grants);

(c) perform commercial research [***] and other Commercial Services for Third Parties; and

(d) in each case of clauses (a) through (c) of this Section 9.1.1 (Scope of Grants), the license granted is for activities solely within the Licensed Field.
Question: Consider the Content Distribution and License Agreement between ConvergTV, Inc. and Fulucai Productions Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Producer further grants to ConvergTV the right and license to Distribute the Program on any ConvergTV channel, and/or other distribution outlets, that exists today or that is created or developed in the future and this right includes the right to Distribute on any channels of a ConvergTV affiliate and/or other distribution outlets without limitation.
Question: Consider the Master Franchise Agreement between Smaaash Entertainment Private Limited and I-AM Capital Acquisition Company for Smaaash Centres; What are the audit rights under this contract?
Answer: During the Term, Franchisor shall have the right to conduct audits of Franchisee with respect to the Smaaash Centres, and inspect the Smaaash Centres, after providing a written notice of 5 (five) days. Franchisee shall be under an obligation to provide any information as may be requested by Franchisor with respect to the Smaaash Centres, including the books of accounts and other relevant documents or records maintained in relation to the Smaaash Centres.