orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; What are the insurance requirements under this contract?
Answer: Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below ("Insurance"). Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage.
Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: ● Assault and Battery coverage, ● Broad form property damage coverage, ● Broad form contractual liability coverage, ● Products and completed operations coverage, and ● Personal and advertising injury coverage.
Workers' Compensation and Employer's Liability Insurance - With limits of liability for: ● Workers' compensation as required by statute; ● Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee. All Qualigen's Insurance shall be placed with an insurer that (a) has an A.M. Best rating of A- or better or (b) is a qualified self- insurance program that is approved by Sekisui. Qualigen shall provide Sekisui, upon request, with written evidence of the Insurance, including where it is provided through qualified self-insurance.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Are there any services to be provided after the termination of this contract?
Answer: During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the "Use-up Period"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.
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.
MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.
Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.
MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.
Question: Consider the Joint Venture Agreement for Hemp Farming between Novo Integrated Sciences Inc. and Harvest Gold Farms Inc.; What is the renewal term for this contract?
Answer: NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.
It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.
Question: Consider the Servicing Agreement between CURO RECEIVABLES FINANCE II, LLC and CURO MANAGEMENT, LLC; Are there any third-party beneficiaries designated in this contract?
Answer: Notwithstanding anything to the contrary in this Agreement, both the Owner and Servicer agree that the Agent shall be deemed to be a third-party beneficiary of this Agreement and has the authority to enforce the provisions hereof.
Question: Consider the Sponsorship Agreement between Tickets.com, Inc. and MP3.com, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by Tickets without MP3.com's written consent, which shall be promptly granted or denied and not unreasonably withheld, except that Tickets may assign this Agreement without MP3.com's consent if another entity acquires substantially all the assets of Tickets.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Is there a cap on liability under this contract?
Answer: Distributor shall not be liable for any losses or damages incurred by Vendor as a result of Distributor's failure to meet its obligations under Section 5.1 of this Agreement.
Neither party shall be liable to the other for lost profits or indirect, special consequential or punitive damages of any kind arising in connection with the manufacture, sale and distribution of the products, even if such party has been advised of the possibility of such damages.
Question: Consider the Sponsorship Agreement between Tickets.com, Inc. and MP3.com, Inc.; Can this contract be terminated for convenience, and under what conditions?
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 Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; How is intellectual property ownership assigned in this contract?
Answer: MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them)
MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties. All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.
Question: Consider the Joint Venture Agreement for Hemp Farming between Novo Integrated Sciences Inc. and Harvest Gold Farms Inc.; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; What is the duration of any warranties provided in this contract?
Answer: Qualigen shall provide to Sekisui and for the benefit of Sekisui's customers of Products a standard commercial written warranty that the Products will be free of defects in materials or workmanship starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the "User Warranty").
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 cap on liability under this contract?
Answer: IN NO EVENT SHALL EITHER FMI OR ROCHE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
Question: Consider the Servicing Agreement between CURO RECEIVABLES FINANCE II, LLC and CURO MANAGEMENT, LLC; Is there a covenant not to sue included in this contract?
Answer: Notwithstanding any prior termination of the Owner or this Agreement, the Servicer shall not at any time with respect to the Owner, acquiesce, petition or otherwise invoke or cause the Owner to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Owner under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Owner or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Owner.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Are there any services to be provided after the termination of this contract?
Answer: In the event that this Agreement is terminated pursuant to either Section 1.1.4 or 1.1.5 of this Agreement, this shall not of itself be deemed a breach hereof but Distributor shall have the right to receive monthly compensation from Vendor, or successor to the Vendor, representing the amount of profit to Distributor lost as a result of the termination (the "Monthly Compensation").
The Monthly Compensation shall be paid for the remaining monthly periods remaining in the Term, as if the termination of this Agreement had not occurred, or twenty four (24) calendar months, which ever period is less, where payment shall be made no later than thirty (30) calendar days after the end of the relevant monthly period.
Distributor agrees not to use in any manner whatsoever the marks, logos, images and copy of Vendor following the expiration or termination of this Agreement, except as may be needed to sell any Products remaining in Distributor's inventory.
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What is the duration of any warranties provided in this contract?
Answer: FCC shall promptly, but in no event later than three (3) days after the date of such purchase order, confirm its acceptance or rejection of such purchase order by written notice to Flotek.
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What are the audit rights under this contract?
Answer: Flotek shall have the right at any time to (i) inspect the facility of FCC in Winter Haven, Florida (the "Facility") and any other facility of FCC involved in the production of the Terpene Product, and (ii) audit the books and records of FCC
Any such inspection or audit shall be upon reasonable notice and shall not unreasonably interfere with the operations of FCC.
Question: Consider the Servicing Agreement between CURO RECEIVABLES FINANCE II, LLC and CURO MANAGEMENT, LLC; What are the audit rights under this contract?
Answer: The Servicer shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Owner at any time during normal business hours.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products. A sales person "primarily responsible for selling the Products" is one that spends more than half of his or her time and receives more than half of his or her commission based compensation based on sales of the Products.
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 volume restrictions?
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 Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Are there any services to be provided after the termination of this contract?
Answer: Upon termination of the Agreement or the Work Stream requiring the use of the Samples, or upon completion of those activities requiring use of the Samples, FMI shall promptly return to Roche unused or remaining Samples, or, at FMI's option, securely dispose of all unused or remaining Samples and provide Roche with a written notice of such disposal.
Upon any termination of the Agreement, a Work Stream (or Approved Marker or Investigational Marker program), or this Agreement under Section 17.2.2, (i) FMI shall promptly return to Roche unused or remaining Samples that were provided for use in a terminated Work Stream (or related to the relevant Approved Marker or Investigational Marker), or, at Roche's option, securely dispose of all such unused or remaining Samples and provide Roche with a written notice of such disposal, (ii) each Party shall wind-down their activities under the Agreement in a manner that is intended to be expeditious and to mitigate losses arising from non-cancellable expenses and financial commitments to Third Parties, (iii) upon any termination by Roche under Section 17.2.3, or by FMI under Section 17.2.1 or Section 17.2.2, that includes the Immunotherapy Testing Platform Development Work Stream, the obligations in Section 3.2.8 shall terminate, (iv) each Party shall continue to Control its own intellectual property, including Patent Rights and Know-How, and Handle its own Patent Rights, and (v) Joint Patent Rights, if any, shall be handled by Roche subject to the provisions of Section 12.4 and 12.6, and each Party shall have the right to fully exploit such Joint Patent Rights.
Question: Consider the Sponsorship Agreement between Tickets.com, Inc. and MP3.com, Inc.; What is the renewal term for this contract?
Answer: Furthermore, for a thirty (30) day period, beginning thirty (30) days prior to the first anniversary of this Agreement, Tickets shall have the right to renew the Agreement for another year with Sponsor Fees that do not exceed a [***] percent increase over the existing Sponsor Fees.
Question: Consider the Sponsorship Agreement between Tickets.com, Inc. and MP3.com, Inc.; 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 California without reference to conflict of law principles thereof.
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; Does this contract include any volume restrictions?
Answer: "Maximum Quantity" means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.
FCC shall be obligated to accept all such purchase orders unless the amount ordered for a Year exceeds the Maximum Quantity, or orders for a particular quarter exceed [***] pounds or exceed the Flotek forecast for that quarter by more than 25%, provided, however, that, in such event, FCC shall communicate Flotek of the time period that will be required to satisfy such order assuming FCC endeavors to satisfy such order as soon as practicable, and Flotek shall inform FCC within ten (10) days of such communication whether it will order such Terpene Product pursuant to the revised delivery terms.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Is there a minimum commitment required under this contract?
Answer: Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.
Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the "Guaranteed Minimum Royalty"), payable in accordance with Exhibit "C" attached hereto.
Guaranteed Minimum Royalty during the initial Term:   Contract Year   Minimum Royalty   Timing of Payment One   $1,500,000   $500,000 payment due on the following dates: July 23, 2013; October 1, 2013; February 1, 2014 Two   $2,000,000   $666,666.66 payment due on the following dates: July 23, 2014; October 1, 2014; February 1, 2015 Three   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2015; October 1, 2015; February 1, 2016
Guaranteed Minimum Royalty during the First Additional Term:   In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Four   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019
Guaranteed Minimum Royalty during the Second Additional Term:   In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Seven   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2019; October 1, 2019; February 1, 2020 Eight   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2020; October 1, 2020; February 1, 2021 Nine   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2021; October 1, 2021; February 1, 2022
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Are the licenses granted under this contract non-transferable?
Answer: As part of the exclusive distribution right granted in this Section 2, Vendor hereby grants Distributor the non- exclusive, non-transferable right to use and display Vendor's trademarks, logos, Product photographs and images, Product advertising and promotional copy, including but not limited to the materials contained in Vendor's website, in connection with the promotion, advertising and distribution of the Products.
Question: Consider the Servicing Agreement between CURO RECEIVABLES FINANCE II, LLC and CURO MANAGEMENT, LLC; Are there any services to be provided after the termination of this contract?
Answer: In the event that the Servicer resigns or is terminated hereunder, the Servicer shall use its commercially reasonable efforts to and shall cooperate with the Owner and take other reasonable steps requested by the Owner to assist in the orderly and efficient transfer of the administration of the Serviced Assets to the successor Servicer.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; What licenses are granted under this contract?
Answer: During the Term, Sekisui is hereby permitted to use the Qualigen name and any Qualigen content (including the content of any existing sales collateral and marketing materials) in any sales collateral, marketing materials or other communications used in connection with the marketing and sales of the Product with the prior written consent of Qualigen, which consent shall not be reasonably withheld or delayed.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; What licenses are granted under this contract?
Answer: In the event of the termination of this Agreement for any reason whatsoever, the exclusive distribution right and license granted to Distributor pursuant to this Agreement shall automatically revert to Vendor as Vendor's sole property.
As part of the exclusive distribution right granted in this Section 2, Vendor hereby grants Distributor the non- exclusive, non-transferable right to use and display Vendor's trademarks, logos, Product photographs and images, Product advertising and promotional copy, including but not limited to the materials contained in Vendor's website, in connection with the promotion, advertising and distribution of the Products.
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Does this contract provide for joint intellectual property ownership?
Answer: FMI and Roche shall jointly own all Joint Inventions.
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; Is there an anti-assignment clause in this contract?
Answer: FCC may not assign or delegate its rights or obligations pursuant to this Agreement.