orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; What licenses are granted under this contract?
Answer: Each party hereby grants to the other a non-exclusive, limited license           to use its trademarks, service marks or trade names only as           specifically described in this Agreement.
Subject to the terms and conditions of this Agreement,           Application Provider hereby grants to Excite@Home a royalty-free,           non-exclusive, worldwide license to use, reproduce, distribute,           transmit and publicly display the e-centives Content in accordance           with this Agreement and to sub-license the Application Content to           Excite@Home's wholly-owned subsidiaries or to joint ventures in which           Excite@Home participates for the sole purpose of using, reproducing,           distributing, transmitting and publicly displaying the e-centives           Content in accordance with this Agreement, provided that no such           sublicensing shall be to Application Provider Named Competitors.
Question: Consider the Global Maintenance Agreement between Azul Linhas Aéreas Brasileiras S/A and Avions de Transport Regional, G.I.E.; What is the duration of any warranties provided in this contract?
Answer: For used LRUs and Main Elements repaired and overhauled by the Repairer, the warranty period shall start on the date of Delivery and shall end [*****] thereafter, whichever occurs the earliest, and such warranty shall be subject to the exclusions of warranty set forth in Exhibit 10 ("LRUs Repair Service") and in Exhibit 11 ("Main Elements Services").
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; Does this contract include any revenue or profit-sharing arrangements?
Answer: Except for the Local Advertising and advertising broadcast in Local Programming, Network shall have the exclusive right and authority to sell all of the advertising on the Service and shall share a portion of Network's Advertising Revenue generated from such sales with Affiliate in accordance with the terms of this Agreement.
In consideration of the terms and conditions set forth herein, Network shall pay Affiliate (i) the Affiliate Advertising Share, and (ii) the Affiliate Transactional Share, each as provided in Exhibit D.
Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Advertising Share. For purposes hereof, the "Affiliate Advertising Share" shall be determined by multiplying fifteen percent (15%) of Network's Advertising Revenue for such calendar quarter by a fraction, the numerator of which is the total number of Digital Cable Subscriber Households in the DMA(s) of the Station(s) transmitting the Service pursuant to this Agreement, and the denominator of which is the total number of Digital Cable Subscriber Households in all of the DMAs in which Network has a broadcast television station affiliate that is transmitting the Service.
Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Transactional Share. For purposes hereof, the "Affiliate Transactional Share" means fifteen percent (15%) of Network's Transactional Revenue for the pertinent calendar quarter.
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; How is intellectual property ownership assigned in this contract?
Answer: In the event that the Agreement is terminated pursuant to Section             16.a.v due to e-centives' acquisition by an Excite@Home Named             Competitor, or by an entity controlling or controlled by an             Excite@Home Named Competitor, e-centives shall transfer all of its             right, title and interest in and to the Payment-Eligible User Data             to Excite.
Question: Consider the Joint Supply and Marketing Agreement between Bunker One (USA) Inc. and Vertex Energy Operating, LLC; What are the audit rights under this contract?
Answer: Vertex has the right, at its sole expense and during normal working hours, to have a third party accountant examine the records of Bunker One.
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; Is there a cap on liability under this contract?
Answer: No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits.
Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].
Question: Consider the Strategic Alliance Agreement between Cool Technologies Inc. and Veteran Technology Group, LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: Notwithstanding the foregoing, this Agreement shall be earlier terminated (x) by mutual agreement of the parties, or (y) at any time upon sixty (60) days advance written notice to the other party.
Question: Consider the Global Maintenance Agreement between Azul Linhas Aéreas Brasileiras S/A and Avions de Transport Regional, G.I.E.; Is there a cap on liability under this contract?
Answer: SUBJECT TO CLAUSE 15.2 BELOW, THE REPAIRER, SHALL NOT BE LIABLE TO THE COMPANY FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THIS AGREEMENT (WHETHER ARISING FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE):

[*****]

[*****]
Question: Consider the Joint Supply and Marketing Agreement between Bunker One (USA) Inc. and Vertex Energy Operating, LLC; Are there any services to be provided after the termination of this contract?
Answer: In the event of a termination in accordance to clause 5.2 it is agreed that both parties agree to unwind and minimize costs and exit the JSMA as soon as practicably possible not exceeding 120 days.
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Does this contract include any volume restrictions?
Answer: At its discretion, Excite@Home may include up to five rotating links on         the My Excite Start Page ("MESP").
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall be binding on the respective transferees and successors of the parties hereto, except that neither this Agreement nor either party's rights or obligations hereunder shall be assigned or transferred by either party without the prior written consent of the other party.
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; Is there uncapped liability under this contract?
Answer: No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss.
Question: Consider the Strategic Alliance Agreement between Cool Technologies Inc. and Veteran Technology Group, LLC; Is there a clause preventing the solicitation of employees in this contract?
Answer: COOL TECH and VET TECH agree not to engage in any attempt whatsoever, to hire, or to engage as independent contractors, the other's employees or independent contractors during the term of this Agreement and for a period of six (6) months following expiration or termination of this Agreement except as may be mutually agreed in writing.
Question: Consider the Global Maintenance Agreement between Azul Linhas Aéreas Brasileiras S/A and Avions de Transport Regional, G.I.E.; What are the audit rights under this contract?
Answer: Company shall have the right, under EUR OPS or PART M equivalent applicable regulation approval, to audit the management and the performance of the Services provided by the Repairer under this Agreement, subject to giving a [*****] prior Notice to the Repairer. The cost of any such audits by the Company's representative(s) shall be borne by the Company unless if, as a result of that audit, the Repairer is found to be in Default, in which cases the cost of such audit will be borne by the Repairer.
Company's audit: at any time during the Term, the Repairer may:     (i) audit the management and the performance of the Company's maintenance activities which are still under Company'sresponsibility; and/or,     (ii) arrange for operational visits, in order to check that the Company complies with its obligations under this Agreement; and/or,     (iii) investigate in any place, with the assistance of the Company, the causes of any abnormal removal or failure rate of any Itemand/or Abnormal Use.
The Repairer shall give a Notice to the Company no later than [*****] prior to such audit or operational visit.
Inventory of the Stock: the Repairer or any representative it designates shall have the right to inspect the Stock and to audit any records relating thereto at any reasonable time upon giving prior Notice to the Company, which shall provide full access to such Stock to enable the Repairer to conduct periodic inventory inspections and/or any audit of the Stock.
The Repairer or its agent shall have the right to inspect the Advanced Pool Stock and to audit any records relating thereto at any reasonable time upon giving prior written notice to the Company. The Company shall provide full access to enable the Repairer to conduct periodic inventory inspection of the Advanced Pool Stock.
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: In the event Network decides to offer any new television programming channels (the "New Channels"), then Affiliate shall have ninety (90) calendar days from Affiliate's receipt of Network's comprehensive business plan for such New Channels to determine whether Affiliate desires to enter into an agreement with respect to the New Channels. At the expiration of the ninety (90)-day period, Affiliate's right of first refusal shall expire. If, during said ninety (90)-day period, Affiliate notifies Network in writing of its desire to add the New Channels to this Agreement, then both parties shall work diligently together and in good faith to enter into an agreement within ninety (90) days of such notice to include the terms and conditions pursuant to which the New Channels may be distributed by Affiliate. If, having used good faith diligent efforts, Affiliate and Network have failed to enter into such an agreement within such ninety (90)-day period, then neither party shall have an obligation to continue such negotiations or enter into an agreement with respect to the New Channels.
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Is there a minimum commitment required under this contract?
Answer: Excite@Home will supply to Application Provider a minimum of                ***** Payment-Eligible User Data records for General Program                Members containing all available information set forth in Section                1(h)  [DEFINITIONS] in each quarter during the Term of this Agreement, beginning                with the quarter in which the Launch Date (as hereinafter                defined) falls, for a minimum of ***** of these General                Program Member User Data records during the Term of this                Agreement.
Excite@Home will supply to e-centives a minimum of *****           Payment-Eligible User Data records for Qualified Program Members           containing all available information set forth in Section 1(h)  [DEFINITIONS] in each           quarter during the Term of this Agreement, beginning with the quarter           in which the Launch Date (as hereinafter defined) falls, for a minimum           of ***** of these Qualified Program Member User Data records           during the Term of this Agreement.
Excite@Home will purchase in bulk a minimum of $3.75 million in           e-centive packages from e-centives at the rate of $***** per e-centive           delivered for the purpose of resale to Excite@Home's advertisers and           partners. Within 5 days of Launch Date Excite@Home will pay e-centives           a non-refundable minimum of $***** and will continue to pay a           minimum of $***** each quarter, payable at the beginning of the           quarter, during the Term of this Agreement for such packages.
To the extent           that Excite@Home elects in its sole discretion to purchase in excess           of $***** in e-centive packages during any quarter, any such excess           purchases shall constitute a credit which Excite@Home may apply           against its minimum purchase obligations in any subsequent quarter(s).
Notwithstanding the foregoing,           Excite@Home agrees that emails shall be sent at least once per month           to at least 50% of the Program Members with at least five (5)           merchant offers.
The minimum of three offers per category must remain fresh;         if more than one week has elapsed without new offers being available         then a status message indicating no new offers in the category selected         will appear.
Throughput of all data being served directly to the end user shall be           sustained at least 50Kbits/sec as measured by Excite@Home's monitoring           stations in at least 80% of all monitored cases.
Question: Consider the Joint Supply and Marketing Agreement between Bunker One (USA) Inc. and Vertex Energy Operating, LLC; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall assign or transfer any rights or obligations hereunder without the express prior written consent of the other Party, which may not be unreasonably withheld.
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; What are the audit rights under this contract?
Answer: Medica shall at Vapotherm's request give Vapotherm and any designee of Vapotherm reasonable access to Medica's facilities, procedures, and books and records, including Medica's protocols, standard operating procedures (SOPs), equipment specifications, and manufacturing records, for purposes of (1) observing manufacturing, operations and (2) auditing and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement.
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; Is there a minimum commitment required under this contract?
Answer: The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.
Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the "Final Forecast Quantity").
Question: Consider the Strategic Alliance Agreement between Cool Technologies Inc. and Veteran Technology Group, 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 Missouri.
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; Can this contract be terminated for convenience, and under what conditions?
Answer: Network retains the right at all times during the Term to discontinue its distribution of the Service in its entirety and to terminate this Agreement and all other affiliates' agreements on at least ninety (90) days' prior notice without any liability therefor to Affiliate, other than amounts payable hereunder which accrued prior to such termination, including amounts payable pursuant to Section 6(b) and Exhibit D.
Question: Consider the Global Maintenance Agreement between Azul Linhas Aéreas Brasileiras S/A and Avions de Transport Regional, G.I.E.; Is there an anti-assignment clause in this contract?
Answer: Consequently either this Agreement or any of the respective rights or obligations of the Parties hereunder may be assigned or otherwise transferred, in whole or in part, in any form whatsoever (including by way of change of Control), by either Party subject to the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, and any attempt to do so without such consent shall be null and void.
the Parties may at any time assign or transfer all or part of its rights and obligations under this Agreement to any of its Affiliates provided that such assignment or transfer is previously notified to the other Party.
Question: Consider the Global Maintenance Agreement between Azul Linhas Aéreas Brasileiras S/A and Avions de Transport Regional, G.I.E.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Consequently either this Agreement or any of the respective rights or obligations of the Parties hereunder may be assigned or otherwise transferred, in whole or in part, in any form whatsoever (including by way of change of Control), by either Party subject to the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, and any attempt to do so without such consent shall be null and void.
nothing in this Agreement shall in any way restrict any change in shareholding or control of the Parties or its Affiliates or the Repairer's rights to delegate obligations of it hereunder to a Subcontractor. provided that, in such case, the Repairer will remain responsible for the provision of the Services in accordance with the terms of this Agreement.

provided such assignment or transfer, change in shareholding or control has no material adverse effect on any of the Company's rights and obligations under this Agreement.
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Revenue generated by the parties      from such activities shall not be shared but rather shall be retained by      the respective party to whom the Sponsorship tile(s) are allocated.
In the event that Excite@Home delivers more than *****           Payment-Eligible General Program Member User Data records and/or more           than ***** Payment-Eligible Qualified Program Member User Data           records during the Term of the Agreement, e-centives will pay           Excite@Home, on a quarterly basis, *****% of net revenue (gross           revenue less direct third party commissions) generated from the           delivery of offers to any such excess Program Members.
Excite@Home will pay e-centives *****% of net revenue (gross revenue           less $***** purchase price and cost of sales not to exceed *****% of           gross revenues) generated from sales of the e-centives packages.
The parties will share equally all revenue from the sale of           Untargeted Offers sold for display in the Co-Branded Application.
This equal division of revenue shall not extend to any placement of           Untargeted Offers outside the Co-Branded Application. For Untargeted           Offers that appear both on the Co-Branded Application and elsewhere           on the Excite Network, revenue attributable to placement on the           Co-Branded Application shall be calculated based on the price to be           established as set forth in Section 2.a of this Exhibit, and the           parties will share equally such revenue.
The parties will share equally all revenue from the listing of paper           or local coupons in the Co-Branded Application.
Excite@Home and e-centives shall share equally all net revenue from           such offers, defined as gross revenue minus third-party serving           costs, which shall not exceed $0.01 per email piece delivered.
Question: Consider the Strategic Alliance Agreement between Cool Technologies Inc. and Veteran Technology Group, LLC; What is the notice period required to terminate the renewal?
Answer: This Agreement shall be automatically renewed for successive one year periods unless either party gives written notice of termination to the other party at least thirty (30) days prior to the date of expiration.
Question: Consider the Joint Supply and Marketing Agreement between Bunker One (USA) Inc. and Vertex Energy Operating, LLC; What happens in the event of a change of control of one of the parties in this contract?
Answer: A Party may terminate the JSMA immediately upon the delivery of written notice to the other Party if there has been a Change in Control.
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; Does this contract include an exclusivity agreement?
Answer: If the Term is renewed as described in Section 2(b), Network and Affiliate will negotiate exclusively and in good faith concerning further renewal of this Agreement upon mutually-agreed terms and conditions; provided, that unless Network and Affiliate otherwise agree in writing, the exclusive negotiation period will end six (6) months before the expiration of the Term.
Network hereby grants to Affiliate the exclusive right via Broadcast Television, and Affiliate hereby accepts such exclusive right and the obligation during the Term to broadcast the Service via Broadcast Television (i) over the transmission facilities of each Station identified on Exhibit A, which is licensed by the FCC to serve the community for each such Station (the "Licensed Community"), for receipt by TV Households in the DMA in which the Licensed Community is located, as such DMA is identified on Exhibit A, and (ii) over the transmission facilities of any Acquired Station, except to the extent that, as of the date Affiliate notifies Network in writing of its binding agreement to acquire such Acquired Station, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service
If condition (A) or (B) applies, the Acquired Station shall have no obligations hereunder, and Network shall have the right to license the transmission of the Service to another Broadcast Television station in such DMA, including on an exclusive basis.
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement, in whole or in         part, without the other party's written consent (which will not be         unreasonably withheld), except that no such consent will be required in         connection with a merger, reorganization or sale of all, or         substantially all, of such party's assets or capital stock. Any attempt         to assign this Agreement other than as permitted above will be null and         void.