orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Are there any services to be provided after the termination of this contract?
Answer: On any termination of this Agreement under Section 5.l (a), (b), or (c) all outstanding stock options granted to the Consultant shall be exercisable in accordance with the terms of the option agreements covering such grants
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: During the term of this Agreement, the Licensor shall have the right (the "Right of First Refusal"), for a period (the "Exercise Period")  expiring at 11:59 PM (Eastern Time) on the fifth (5th) business day after the giving of written notice by the Licensee that it has received a bonafide  offer from a third party to (ii) purchase all or substantially all of the assets of Licensee; or (ii) to engage in a merger or consolidation in which  Licensee is not the surviving corporation or in which, if Licensee is the surviving corporation, the owners of Licensee immediately prior to the  consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other  securities of Licensee that possess a majority of the voting power of all Licensee's outstanding stock and other securities and the power to elect a  majority of the members of Licensee's board of directors.
In the event the Licensor declines or fails to exercise in full the Right of First Refusal before the expiration of the Exercise Period, the

Licensee shall have the right to consummate the transaction with the third party.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there a covenant not to sue included in this contract?
Answer: Each Grantor undertakes not to assert any                --------------------                                            claim for Patent infringement with respect to use and maintenance of Licensed Products against any end user, customer or distributor of Grantee, or any subsequent vendee, lessee, or transferee to the extent the Licensed Products have been acquired from Grantee after the Effective Date and are used for the purpose for which they predominantly have been made (without modification or amendment).
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; How is intellectual property ownership assigned in this contract?
Answer: The Consultant agrees that all discoveries, maps, technical studies, plans, spreadsheets, documents, inventions, copyright, software, improvements, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Consultant during the Term of this Agreement pertaining to any service, matter, thing, process or method related to this Agreement (the "Works") will be the sole and absolute property of the Company.
The Consultant will assist the Company in obtaining and enforcing, for the Company's own benefit, patents, copyrights and any other protections in any and all countries for any and all Works made by the Consultant (in whole or in part) the rights to which belong to or have been assigned to the Company.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Does this contract include an exclusivity agreement?
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.
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
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Can this contract be terminated for convenience, and under what conditions?
Answer: Aimmune may terminate this Agreement in its entirety at any time for its convenience upon sixty (60) days' prior written notice to Xencor.
Without limitation of its rights under this ARTICLE 13, Xencor may also terminate this Agreement in its entirety as applicable, pursuant to the provisions of Section 9.7.
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; What is the notice period required to terminate the renewal?
Answer: Unless either party gives the other at least ninety days' prior written notice that it has elected not to extend the term of this Agreement beyond December 31, 1998, the term of this Agreement will be automatically extended until December 31, 1999. Thereafter this Agreement will automatically be renewed for successive additional periods of one year, unless either party gives notice of cancellation on or before October 1 of any such year.
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; What is the renewal term for this contract?
Answer: Unless either party gives the other at least ninety days' prior written notice that it has elected not to extend the term of this Agreement beyond December 31, 1998, the term of this Agreement will be automatically extended until December 31, 1999. Thereafter this Agreement will automatically be renewed for successive additional periods of one year, unless either party gives notice of cancellation on or before October 1 of any such year.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What happens in the event of a change of control of one of the parties in this contract?
Answer: Upon the occurrence of any Change of Control (as defined below) this Agreement and all Licensee's rights and licenses hereunder  shall automatically terminate unless, prior to the occurrence of such Change of Control, Licensor has consented to such Change of Control in a  writing executed by an officer of Licensor; provided that Licensor will not unreasonably withhold its consent to the consummation of a Change of  Control. For purposes of the preceding sentence, Licensor will be deemed to have reasonably withheld its consent to a Change of Control if any  person or entity who would acquire direct or indirect control (as defined below) of Licensee pursuant to such Change of Control then conducts a  business that is directly or indirectly competitive with a business then conducted by Licensor or any of its Affiliates and/or Licensor reasonably believes that Licensor's interests will be adversely effected by the continuing of this Agreement upon such a Change in Control.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there a cap on liability under this contract?
Answer: ETI's liability to Nortel arising from or relating to the intellectual     property indemnity set forth in the Enterprise License shall not exceed 50%     (fifty percent) of the monies paid by Nortel thereunder to a maximum of     U.S.$1,000,000 (one million U.S. dollars).
Notwithstanding any provision of the Source Code              -----------------                                                  License, ETI shall not be required to honour any product warranty or intellectual property indemnity set forth in the Source Code License, to the extent that such breach of warranty or indemnity relates to a defect in any of the Entrust Products as of the Effective Date or the infringement or misappropriation of any third party rights incorporated into the Entrust Products as of the Effective Date.
Except for breach of Article                -------------------------------                               VIII and for Article XII, in no event shall either Party be liable to the other Party for any indirect, incidental and/or consequential damages resulting from a breach of this agreement, including without limitation lost business, lost savings, and lost profits even if the breaching Party has been advised of the possibility of the occurrence of such damages.
In no event shall either Party be liable for any special or punitive damages arising from breach of this Agreement.
For any cause of action arising under this                ---------------                                             Agreement, Nortel's liability to Entrust, and Entrust's liability to Nortel shall not exceed U.S.$5,000,000.
Notwithstanding the foregoing, each of Nortel's and Entrust's liability to the other Party for breach of Article II shall not exceed U.S.$10,000,000.
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without thewritten consent of all the parties.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Is there a non-compete clause in this contract?
Answer: Aimmune covenants that it will not research or develop (including Develop) the Antibody itself, including not developing any modification, variant, fragment, progeny or derivatives of such Antibody, in each case, in a way that would produce a molecule that is neither the Antibody nor a molecule that falls within the definition of a Product.
Aimmune hereby covenants and agrees that it shall not (and shall cause the other Aimmune Agreement Entities not to), either directly or indirectly, 14

Source: AIMMUNE THERAPEUTICS, INC., 8-K, 2/5/2020





Develop, Manufacture, or Commercialize the Product for use outside the Licensed Field. Furthermore, Xencor hereby covenants and agrees that it shall not (and shall cause its Affiliates not to), either directly or through granting a license or other right to, or otherwise facilitating, a Third Party to (a) Develop, Manufacture or Commercialize the Antibody or the Product during the Term, (b) commence any [***] of any [***] that is not the Antibody or a Product and that [***] for use in the Licensed Field, prior to the [***] ([***]t h) anniversary of the Effective Date, or (c) Develop, Manufacture or Commercialize any [***] that is not the Antibody or a Product and that [***] for use in the Aimmune Field during the Term.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the Term of this Agreement and during the three year period after the expiration or termination of this  Agreement, the Licensee will not solicit any person employed by Licensor and/or its Affiliates to leave his or her employment with Licensor.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there uncapped liability under this contract?
Answer: Except for breach of Article                -------------------------------                               VIII and for Article XII, in no event shall either Party be liable to the other Party for any indirect, incidental and/or consequential damages resulting from a breach of this agreement, including without limitation lost business, lost savings, and lost profits even if the breaching Party has been advised of the possibility of the occurrence of such damages.
Question: Consider the Outsourcing Agreement for Care Management Services between Sykes HealthPlan Services, Inc. and HealthPlan Services, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement will commence on January 1, 1998 (the "Effective Date") and will end on December 31, 1998.
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement can be terminated at any time prior to the expiry of the Term, as follows: (a) by the Consultant electing to give the Company not less than 3 months prior notice of such termination;

(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state; provided that any matters relating to the construction or effect of any Patent will be governed by the patent laws of the relevant jurisdiction in which such Patent is granted.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What is the governing law for this contract?
Answer: Accordingly, the parties agree that  the validity, interpretation and legal effect of this Agreement shall be governed by the internal laws of the State of New York, U.S.A., applicable to  contracts entered in and performed entirely within the State of New York, U.S.A. without regard to any conflict of law principles.
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Is there a clause preventing the solicitation of employees in this contract?
Answer: The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: ETI, on behalf of Entrust, grants to NTL and its              ------------                                                   Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the "Enterprise License") save                                                      ------------------        as amended to comply with the provisions of this Article III.
Subject to the terms and               -----------------------------------                           conditions of this Agreement, Entrust, to the extent of its legal right to do so, hereby grants to Nortel, under the Entrust Patents, an irrevocable, non- transferable, non-assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; What are the insurance requirements under this contract?
Answer: Without limiting any of the obligations or liabilities of Contractor,           whether under this Agreement or by law, subject to any limitations           hereunder, Contractor shall maintain, and shall cause any           subcontractors engaged by Contractor to provide services under this           Agreement to maintain, at Contractor's own expense, as long as this           Agreement is in effect, insurance policies of the kind and limits as           set forth in APPENDIX D to this Agreement. The expense of such           insurance shall be borne by Contractor. The Contractor shall keep in           force the policies specified in sections 1 and 3 to the Insurance           Certificate valid as long as Contractor's legal liability EXISTS IN           CONNECTION WITH OPERATIONS ACCORDING TO THE AGREEMENT.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What is the expiration date of this contract?
Answer: This Agreement shall become effective on the Effective Date and, unless earlier terminated pursuant to this ARTICLE 13, shall remain in effect on a Product-by-Product and country-by-country basis until the expiration of the Royalty Term applicable to such Product and country (the "Term").
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What is the renewal term for this contract?
Answer: The Agreement may be renewed for an additional period of  seven (7) years at the option of the Licensor.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Does this contract include an unlimited or all-you-can-eat license?
Answer: ETI, on behalf of Entrust, grants to NTL and its              ------------                                                   Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the "Enterprise License") save                                                      ------------------        as amended to comply with the provisions of this Article III.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; Is there a cap on liability under this contract?
Answer: In any event, the total liquidated damages                     as per this Section shall not exceed 5% of the Product                     Price.
Notwithstanding anything to the contrary contained herein or           otherwise, Contractor's liability to NICE for any indirect, special,           incidental, exemplary or consequential damages as a result of any           claim arising under this Agreement or in connection therewith,           regardless of whether Contractor has been advised of the possibility           of such damages, shall not exceed five million US dollars ($5,000,000)           in the aggregate for all claims, except for infringement of           Intellectual Property rights for which Contractor is liable under           Section 12.6.
Notwithstanding anything to the contrary contained herein, NICE'           liability to Contractor for any indirect, special, incidental,           exemplary or consequential damages as a result of any claim arising           under this Agreement or in connection therewith, regardless of whether           NICE has been advised of the possibility of such damages, shall not           exceed five million US dollars ($5,000,000) in the aggregate for all           claims, except for infringement of Intellectual Property rights for           which NICE is liable under Section 12.8.
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; Does this contract include any revenue or profit-sharing arrangements?
Answer: In full consideration of the provision of the services of the Blockchain Administrator set forth herein, the Fund shall pay the Blockchain Administrator a fees calculated at the annual rate of 0.20% of the value of the Fund's average annual net assets.
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; What is the governing law for this contract?
Answer: Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Province of British Columbia.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: ETI, on behalf of Entrust, grants to NTL and its              ------------                                                   Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the "Enterprise License") save                                                      ------------------        as amended to comply with the provisions of this Article III.
Any rights or license granted under this Article VI to a     -----------------                                                               corporation or other legal entity which becomes a Subsidiary of a Party at a     date later than the Effective Date shall become effective as of the date     upon which such corporation or other legal entity becomes a Subsidiary of     such Party.
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What is the expiration date of this contract?
Answer: Subject to termination pursuant to this Agreement, the Non Exclusive license granted by Licensor to Licensee shall be for an initial  period of 36 months, commencing from the acceptance date, (the "Initial Period").