orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Does this contract provide for joint intellectual property ownership?
Answer: In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.
In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the "Abandoned Joint IP"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; How is intellectual property ownership assigned in this contract?
Answer: FMI shall assign to Roche its rights to any intellectual property in or arising from the Sample Results (except for FMI Improvements).
Roche shall exclusively own all information, results, and intellectual property from Advanced Genomic Analyses performed on Roche samples ("Roche-Owned Advanced Genomic Analysis Results"), and any inventions arising from the Roche-Owned Advanced Genomic Analysis Results, and FMI will assign all rights to any such inventions to Roche (except for FMI Improvements).
Roche shall exclusively own, and FMI shall assign to Roche, all intellectual property arising from the Immunotherapy Testing Platform Development that Covers methods of treatment, stratifying patients, or identifying patients that would benefit from a particular treatment, and all other methods useful in connection with the therapeutic treatment of a patient.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Does this contract include any revenue or profit-sharing arrangements?
Answer: Subject to the mutual agreement of Vendor and Distributor, in the event that Vendor provides a new sales lead to Distributor that results in the sale of the Products, Distributor shall pay to Vendor a commission equal to twenty-five percent (25%) of the gross profit for the Products, where gross profit shall mean the difference between the price paid by the customer (where Distributor will determine the customer price for the Products on a case by case basis) and the price paid by Distributor for the Products.
Question: Consider the Sponsorship Agreement between Tickets.com, Inc. and MP3.com, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall remain in full force and effect until one (1) year subsequent to the Effective Date, provided however, that Tickets may terminate this Agreement for any reason upon thirty (30) days' notice to MP3. com at any time prior to the expiration of sixty (60) days subsequent to the Effective Date.
Question: Consider the Servicing Agreement between CURO RECEIVABLES FINANCE II, LLC and CURO MANAGEMENT, LLC; 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 ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Question: Consider the Servicing Agreement between CURO RECEIVABLES FINANCE II, LLC and CURO MANAGEMENT, LLC; What is the expiration date of this contract?
Answer: This Agreement shall continue in force until the earlier to occur of (i) the Owner no longer owns any Receivables or Participation Interests, and (ii) subject to Section 7(d), the delivery of written notice of termination by the Owner to the Servicer pursuant to Section 7(c), in each case upon which event this Agreement shall automatically terminate unless otherwise agreed in writing between the Servicer and the Owner.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.
In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.
During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the "Royalty") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; 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 Delaware.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; How is intellectual property ownership assigned in this contract?
Answer: In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the "Abandoned Joint IP"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement.
The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; What are the insurance requirements under this contract?
Answer: c. Sponsor must obtain, and continuously maintain, at its own expense, the following insurance policies:     1. Workers' Compensation in compliance with California's laws, including Employers' Liability with minimum limits of:   $ *** Each Accident; $ *** Disease - Each Employee; $ *** Disease - Policy Limit.

  2. An Insurance Services Office occurrence based Commercial General Liability Insurance Policy, including contractual liability and products/completed operations liability coverage with minimum limits of:

$ *** Each Occurrence; $ *** General Aggregate; $ *** Products/Completed Operations Aggregate.
All insurance policies must be issued by an admitted insurance carrier with an A.M. Best rating of A-8 or better. SDBF, Padres LP, the City of San Diego and each of their subsidiary or affiliated companies and its and their directors, officers and employees must be named  as Additional Insureds under the Commercial General Liability, Automobile Liability  and Umbrella Liability Policies. All of these policies must contain Cross Liability Endorsements, or their equivalent. Further, coverage for the Additional Insureds shall apply on a primary basis irrespective of any other insurance, whether collectible or not. All policies shall be endorsed to provide a Waiver of Subrogation in favor of SDBF.
Sponsor shall provide SDBF with certificates of insurance evidencing compliance with all insurance provisions noted above prior to the commencement of the sponsorship and annually prior to the expiration of each required insurance policy.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Is there an anti-assignment clause in this contract?
Answer: Distributor shall not sell or otherwise transfer any of the rights granted pursuant to this Agreement to any third party without the prior written consent of Vendor; provided, however, Distributor may enter into distribution arrangements with regional distributors within the Territory in its efforts to promote, advertise and distribute the Products in accordance with this Agreement;
No assignment by either Party of any rights, including rights to money due or to become due under this Agreement, or delegation of any duties under this Agreement or under any purchase orders subject to this Agreement, shall be binding on the nonassigning Party unless and until a written consent has been obtained from the nonassigning Party.
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What is the expiration date of this contract?
Answer: The "Term" shall begin on the date hereof and shall expire December 31, 2023, subject to early termination pursuant to the terms of Section 19. Flotek, may, by written notice given to FCC on or before September 30, 2023, elect for the Term to be extended to December 31, 2024.
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Is there a minimum commitment required under this contract?
Answer: Not later than the first Business Day of […***…] during the Profiling Term and Profiling Renewal Terms, Roche will provide FMI with a rolling forecast of its estimated requirements for Sample Profiling for the following […***…], the rolling forecast for the […***…] of which shall be deemed to be a binding order for sample volume (including specifications for the number of samples to be run using each of FMI's different tests) ("Binding Orders").
Question: Consider the Servicing Agreement between Nationwide Fund Management LLC, American United Life Insurance Company, and OneAmerica Securities, Inc. for Administrative Support Services; What are the audit rights under this contract?
Answer: You agree, upon the reasonable request of Nationwide, to provide access during normal business hours to your facilities and records related to the services provided and the compensation payable hereunder, and to permit Nationwide to review the quality of such services provided and to respond to requests of the Trust's Board of Trustees.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.
Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Is there a minimum commitment required under this contract?
Answer: All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may be terminated subject to the following clauses:

  1.1.1. By either Vendor or Distributor, upon written notice of termination of this Agreement no later than ninety (90) calendar days prior to the expiration of the relevant Term, then in effect;
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; Is there a cap on liability under this contract?
Answer: The provisions of subsections (b) through (f) of this Section 10 shall constitute the sole remedy for the inability of SDBF to provide Sponsorship Benefits for any reason other than intentional breach by SDBF.
In no event shall the aggregate amount of remediation pursuant to subsections (b) through (e) of this Section for any calendar year exceed the Annual Payment made by Sponsor for such calendar year.
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall have the right to assign the present Agreement or any part thereof to any Third Party other than Affiliates without the prior written approval of the other Party.
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; What are the insurance requirements under this contract?
Answer: Each Party will maintain at its sole cost and expense, an adequate amount of commercial general liability and product liability insurance throughout the Term and for a period of five (5) years thereafter, to protect against potential liabilities and risk arising out of products supplied or activities to be performed under this Agreement and any Quality Agreement related hereto upon such terms (including coverages, deductible limits and self-insured retentions) as are customary in the industry for the products supplied or activities to be conducted by such Party under this Agreement. Subject to the preceding sentence, such Bellicum liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of the pre-clinical, clinical and commercial manufacture, sale, use, distribution or marketing of Bellicum Product, and such Miltenyi liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of use of a Miltenyi Product in the manufacture of a Bellicum Product
In addition, from time to time during the Term, each Party shall increase their levels of insurance coverage if reasonably deemed prudent by such Party in light of the overall products supplied and/or activities performed under this Agreement. Each Party shall provide the other Party with written proof of the existence of such insurance upon reasonable written request.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the "Sample") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Is there a clause preventing the solicitation of employees in this contract?
Answer: Distributor agrees that, without the prior written consent of the Vendor, for a period beginning from the date of this Agreement and ending three (3) years after the termination of this Agreement, neither Distributor nor any of its affiliates or representatives will: (1) employ or solicit to employ any of the employees of Vendor; or (2) encourage of the employees of the Vendor or its subsidiaries to leave the employment of Vendor; provided, however, this Section shall not apply to any such employee who has been terminated by or left the employment of Vendor prior to the Effective Date or, if employed by Vendor as of the Effective Date, any employee who has not been employed by Vendor for at least one (1) year after the end of such employment.
Vendor agrees that, without the prior written consent of the Distributor, for a period beginning from the date of this Agreement and ending three (3) years after the termination of this Agreement, neither Vendor nor any of its affiliates or representatives will: (1) employ or solicit to employ any of the employees of Distributor; or (2) encourage of the employees of the Distributor or its subsidiaries to leave the employment of Distributor; provided, however, this Section shall not apply to any such employee who has been terminated by or left the employment of Distributor prior to the Effective Date or, if employed by Distributor as of the Effective Date, any employee who has not been employed by Distributor for at least one (1) year after the end of such employment.
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; Are the licenses granted under this contract non-transferable?
Answer: Except as expressly provided herein, neither party shall have the right to use, or obtain an interest in, the name, brand names, trademarks, service marks, logos or other identification of the other party or its affiliates without the other party's prior written consent.
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Is there a cap on liability under this contract?
Answer: Bellicum acknowledges and agrees that Bellicum's rights to a refund or credit for, or to receive replacement of, properly rejected shipments of Miltenyi Products hereunder shall be Bellicum's sole and exclusive remedy, and Miltenyi's sole obligation, with respect to non-conforming Miltenyi Products delivered hereunder.
Miltenyi's sole obligation, and Bellicum's sole and exclusive remedy for breach of the Miltenyi Product Warranty in Section 11.1, shall be as set forth in Article 7, including replacement or refund in accordance with Section 7.6, provided that Miltenyi shall pay reasonable return freight and shipping charges.
The total amount of any reduction(s) pursuant to this Section 11.5(b) shall in no event exceed [...***...] percent ([...***...]%) of the Product Price payable for the applicable Miltenyi Product in that Contract Year (with the right to carry forward any unused offset).
The foregoing shall be Bellicum's sole and exclusive remedy and Miltenyi's sole obligation with respect to claims that any Miltenyi Product fails to comply with the Miltenyi Product Warranty or the warranties in Section 11.
Miltenyi will not in any event be liable for increased manufacturing costs, downtime costs, purchase of substitute products, lost profits, revenue, or goodwill, or any other indirect incidental, special, or consequential damages caused by a breach of the Miltenyi Product Warranty or the warranties in Section 11.2.
Except for liability for (i) breach of the confidentiality obligations described in Article 14, (ii) misappropriation or infringement by a Party of the other Party's Intellectual Property Rights, or (iii) gross negligence or willful misconduct:

(a) IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING ERRORS OR OMISSIONS OR BREACH OF WARRANTY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
EACH PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT AND ACTUAL DAMAGES. IN NO ONE EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES OR LOSSES UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF THE PRODUCT PRICES PAID BY BELLICUM FOR THE MILTENYI PRODUCT(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; AND FURTHER PROVIDED THAT SUCH AGGREGATE LIABILITY DURING SUCH PERIOD ALSO SHALL NOT EXCEED THE AMOUNT OF SUCH PARTY'S INSURANCE COVERAGE FOR SUCH AGGREGATE LIABILITY.
Question: Consider the Servicing Agreement between Nationwide Fund Management LLC, American United Life Insurance Company, and OneAmerica Securities, Inc. for Administrative Support Services; What is the governing law for this contract?
Answer: This Agreement will be construed in accordance with the laws of the State of Delaware and is assignable only upon the written consent by all the parties hereto