orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.4 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 11.1 or 11.2, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 12.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Should the Agreement expire during the period of performance, all remaining Work of each Purchase Order will be completed under the terms of the Agreement then in effect on the date of award for each respective Purchase Order, unless modified in writing by mutual consent of the parties.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What is the governing law for this contract?
Answer: The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What are the audit rights under this contract?
Answer: Xencor shall have the right, upon [***] ([***]) days' prior written notice to Aimmune, to cause an independent, certified international public accounting firm reasonably acceptable to Aimmune or reasonably acceptable to its Affiliates or Sublicensees, as applicable, to audit such records during Aimmune's, or its Affiliate's or Sublicensees', as applicable, normal business hours to confirm the number of Product units sold, the gross sales and Net Sales of Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 8.2
The audit shall be limited to pertinent records kept by Aimmune and its Affiliates and Sublicensees for any year ending not more than [***] ([***]) months prior to the date of the written notice. An audit under this Section 8.4 shall not occur more than [***] in any Calendar Year, except in the case of any subsequent "for cause" audit.
Prompt adjustments shall be made by the Parties to reflect the results of such audit. Xencor shall bear the full cost of such audit unless such audit discloses an underpayment of more than [***] percent ([***]%) of the payments due under this Agreement, in which case, [***].
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What is the renewal term for this contract?
Answer: For a renewable one-year term commencing upon the Maintenance Commencement Date, subject to payment of maintenance fees in accordance with the Fee Schedule but without additional fees or charges, Garman shall provide the following Maintenance Services:
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What is the expiration date of this contract?
Answer: This Agreement and the license granted under this Agreement shall remain in effect perpetually as long as fees are paid by Sparkling in accordance with the Fee Schedule and the Agreement is not otherwise terminated in accordance with this Section.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: After the Initial Term, this Agreement shall continue on a month to month basis until terminated by either party upon thirty (30) days prior written notice to the other setting forth the effective date of such termination.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Are there any exceptions to competitive restrictions in this contract?
Answer: The  restrictions  of this Section  shall not be  applicable to the ownership of shares  of a class of  securities  listed on a stock  exchange  or traded on the over-the-counter market that represent two percent (2%) or less of the number of shares of that class of  securities  issued  and  outstanding.
Notwithstanding the foregoing,  Franchisee shall not be prohibited from owning securities  listed on a stock exchange or traded on the  over-the-counter market that represents two percent (2%) or less of that class of securities.
This non-compete provision may not be enforceable under the laws of your state.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Aimmune hereby grants to Xencor an exclusive license under and with respect to Aimmune Patents, and a non-exclusive license under and with respect to Aimmune Know-How, in each case, where such license is an irrevocable, perpetual, royalty-bearing license, with the right to sublicense, to Develop, Manufacture and Commercialize the Product(s), as the Product(s) exist as of the effective date of such termination, or optimized versions thereof that are Products.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What is the renewal term for this contract?
Answer: If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What is the expiration date of this contract?
Answer: "Term" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; Is there an anti-assignment clause in this contract?
Answer: Subcontractor shall not assign any right or interest under this Agreement (excepting monies due, or to become due) or delegate or subcontract any Work or other obligation to be performed or owed under this Agreement without prior consent of EDGE.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What is the governing law for this contract?
Answer: Except to the extent governed by the U.S. Trademark Act of 1946 (Lanham Act, 15 U.S.C.  "1051 et seq.),  this Agreement,  the other agreements  referred herein,  and the offer and the sale of the  franchise  shall be  governed in all respects  and  aspects  by the  laws of the  Commonwealth  of  Pennsylvania  and expressly  excluding  the laws  pertaining  to the choice of law and conflict of laws.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Aimmune shall [***] the right (but not the obligation) to sublicense the rights granted to it under Section 2.1 to its Affiliates or Third Parties (each, a "Sublicensee"); provided, however, that Aimmune shall remain responsible for the performance by any of its direct and indirect Sublicensees and shall cause its direct and indirect Sublicensees to comply with the applicable provisions of this Agreement in connection with such performance.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Is there a cap on liability under this contract?
Answer: The Licensee agrees that neither the Licensor, nor any of its respective affiliates, employees, officers,  or agents, shall be liable for any loss, damage, cost or expense, (direct or indirect) except for direct  damages arising from the gross negligence of willful misconduct of the Licensor.
Licensor shall assume no liability, both contingent and otherwise, which may arise out of or be in any  way related to the following; (a) furnishing, performance, maintenance, use of, or inability to use all or  any part of the system, (b) any fault in the delivery or operation of the system, (c) suspension or  termination of the Licensee's ability to use all or part of the system, or any inaccuracies or omissions  in any information or documentation provided, (d) any failure or delay suffered or allegedly suffered  by Licensee in initiating and terminating trades, (e) the termination of all or part of this Licensee  Agreement by the Licensor, (f) the termination or modification of any and all parts of the License.
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT,  INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS)  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF ANY OF THE  LICENSED TECHNOLOGY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT  (INCLUDING NEGLIGENCE), PRODUCT LIABILITY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR CONDITION,  MISREPRESENTATION OR OTHERWISE, AND WHETHER OR NOT LICENSORHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS  OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE LICENSED TECHNOLOGY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OR OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT,  MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE
IN NO EVENT SHALL LICENSOR'S AGGREGATE CUMULATIVE TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED ONE  HALF OF THE AMOUNT PAID BY THE LICENSEE TO Licensor HEREUNDER.
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING  WITHOUT LIMITATION INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR THE LOSS OF GOODWILL, PROSPECTIVE  PROFITS OR ANTICIPATED INCOME, OR DAMAGES RESULTING FROM ANY EXPENDITURES, INVESTMENTS, LEASES OR  COMMITMENTS MADE BY EITHER PARTY ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: Subcontractor, during the term of this Agreement and for a period of one year thereafter, shall not, directly or indirectly, for itself or on behalf of or in conjunction with any other person, partnership, corporation, business or organization, solicit, hire, contract with or engage the employment of an employee of EDGE with whom Subcontractor or its personnel have contact as a result of Subcontractor's performance of this Agreement, unless Subcontractor (i) obtains the written consent of EDGE, as applicable, and (ii) pays EDGE as applicable a fee to be mutually agreed upon
In the event Subcontractor directly employs or contracts with an employee of EDGE without the consent of EDGE, Subcontractor shall pay as liquidated damages two times the then monthly salary of the employee for a three-month period of time.
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; What are the audit rights under this contract?
Answer: SHPS shall have the right, upon reasonable prior written notice, to examine, copy and audit such records. Such audit shall be conducted at the location where such records are maintained and shall be at the expense of SHPS.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What is the notice period required to terminate the renewal?
Answer: Pretzel Time shall notify Franchisee  of the  nonrenewal  not  less  than  six  (6)  months  prior  to the expiration  of the term of this  Agreement.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement, Xencor hereby grants to Aimmune during the Term an exclusive, worldwide, payment-bearing license under and with respect to Xencor Patents and Xencor's interest in Joint Collaboration Patents, and a non-exclusive, payment bearing license under and with respect to Xencor Know-How, in each case, with the right to sublicense solely in accordance with Section 2.3.2, solely to Develop, Manufacture and Commercialize the Product in and for the Licensed Field; provided that notwithstanding the foregoing, Xencor shall retain the right under and with respect to Xencor Patents and Xencor's interest in Joint Collaboration Patents to the extent necessary to perform its obligations under this Agreement.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What are the audit rights under this contract?
Answer: The cost of the audit will be borne by Licensor unless a discrepancy of more than five-percent (5%) is discovered, in which  case the cost of the audit shall be borne by Licensee.
Licensee agrees to allow an independent Certified Public Accountant or other Audit Professional, (selected by mutual  agreement) to audit and analyze appropriate accounting records to ensure compliance with all terms of this Agreement. Any  such audit shall be permitted by Licensee within 30 days of Licensee's receipt of a written request of Licensor.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; 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 laws of the State of Texas, irrespective of its conflict of law principles.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What is the renewal term for this contract?
Answer: Upon the expiration of the initial term of this  Agreement,  Franchisee shall  have the one time  right to obtain a  successor  franchise  to  operate a Pretzel  Time Unit at the Site (a  "Successor  Franchise")  for a single term of five (5) years  immediately  following the expiration of the initial term of the Franchise upon giving Pretzel Time six (6) months notice prior to the expiration of the then current term
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: For each month during the term of this Agreement, HPS will pay to SHPS an amount equal to (i) eighty-two and one-half percent (82.5%) of the first $500,000 of Care Management Revenues (as defined below) during such month plus (ii) eighty percent (80%) of Care Management Revenues during such month in excess of $500,000.
HPS will pay to SHPS all Care Management Revenues collected from such New Client, and SHPS will pay a commission to HPS equal to five percent (5%) of such amount received by SHPS from HPS pursuant to this Section 2.4.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Does this contract provide for joint intellectual property ownership?
Answer: All Joint Inventions shall be jointly owned by the Parties, and Patents Covering Joint Inventions shall be referred to as "Joint Collaboration Patents".
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What licenses are granted under this contract?
Answer: Licensor hereby, subject to the terms and conditions of this Agreement and provided that Licensee makes  payments to Licensor as required under this Agreement, grants to Licensee a non-exclusive license to utilize  Licensed Technology solely in the Field of Use and subject to the additional restrictions set forth below and otherwise in this License Agreement.
Licensee acknowledges that the grant of the license set forth in this Section is a non-exclusive license  and that the Licensor shall have the right to use and to license to other parties the Licensed Technology for any purpose  and in any manner as Licensor may determine in its sole discretion.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What is the notice period required to terminate the renewal?
Answer: After the Initial Term, this Agreement shall continue on a month to month basis until terminated by either party upon thirty (30) days prior written notice to the other setting forth the effective date of such termination.
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall be binding on the parties and their respective successors and assigns, but neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld.
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Is there a cap on liability under this contract?
Answer: Neither the Company nor the Consultant shall be liable for any consequential loss, including but not limited to, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down-time cost, service interruption, cost of money, injury or damage of any character whatsoever.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Does this contract include any revenue or profit-sharing arrangements?
Answer: The computation of the rebates received by Licensee shall be expressed as a fixed percentage (15%) of  Billable Platform Fees paid by Licensee to Licensor. The rebates shall be payable in shares of Licensor's Common Stock; priced at $.25  cents per share.
During the term of the non-exclusive license agreement, Licensor shall receive from Licensee one third (33%) of the gross  amounts earned by the Licensee from third parties applicable to the following areas of the Licensed Technology usage (if any),  ("Supplemental Payments"):

(a) Clearing fees

(b) Banking Rebates ("give-up fees")

(c) Processing of half pips

(d) Swap rates (swap interest rate differential)

(e) Currency spreads
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date of this Agreement  and shall expire  twenty (20) years from the  effective  date of this Agreement.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Does this contract include any volume restrictions?
Answer: Xencor will allocate adequate appropriately qualified representatives to enable Aimmune to practice and understand the Xencor Know-How, Regulatory Materials, and Regulatory Data, including in connection with the transition of Manufacturing responsibility to Aimmune, Xencor's obligations under this Section 2.7 shall not exceed an aggregate of [***] ([***]) full- time equivalent hours unless the Parties otherwise agree in writing [***].
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment or transfer without the other Party's written consent to (a) any of its Affiliates, in whole or in part, or (b) any Third Party in connection with (i) the acquisition of such Party by or merger or consolidation of such Party with another entity or (ii) a merger, consolidation, sale of stock, sale of all or substantially all of such Party's assets or other similar transaction in which such Third Party either becomes the owner of all or substantially all of the business and assets of (y) such Party or (z) that portion of such Party's business or business unit relating to this Agreement.
Any assignment or transfer, or attempted assignment or transfer, by either Party in violation of the terms of this Section 15.6 shall be null and void and of no legal effect.
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; Does this contract include an exclusivity agreement?
Answer: HPS agrees to outsource to SHPS, and hereby appoints SHPS as the exclusive provider of, Care Management Services to the Clients, subject to the terms and conditions set forth in this Agreement.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What is the renewal term for this contract?
Answer: After the Initial Term, this Agreement shall continue on a month to month basis until terminated by either party upon thirty (30) days prior written notice to the other setting forth the effective date of such termination.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Is there an anti-assignment clause in this contract?
Answer: Licensee will not sell, lease, lend, transfer, assign, hypothecate, or otherwise distribute the licensed programs to  any third party for use in the field of foreign exchange transactions unless the Licensee receives specific approval  of the Licensor.
Licensee agrees it shall not exchange, lease, sublease, distribute, assign, sell or otherwise transfer in any manner any right and/or interest  incident to the License Technology to any third party under any circumstances, without the prior written consent of the Licensor.
Licensee may not assign this Agreement or assign, sublicense and/or transfer in any manner its license rights hereunder in  whole or in part without Licensor's prior written consent. Any attempt to assign this Agreement or assign, sublicense and/or transfer in any  manner Licensee's license rights hereunder without such consent will be void and of no effect.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What is the expiration date of this contract?
Answer: THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement"), made effective this 17t h day of February 2016, through February 16, 2019 (the "Initial Term") i
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws, other than choice of law rules, of the state of Florida.