orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; What licenses are granted under this contract?
Answer: TL will hold exclusive worldwide                   rights to promote and sell the product through the following                   distribution channels: Outgoing telemarketing, General Market                   retail, and General Market catalogs, and exclusive rights                   within the United States for Television Direct response.
Integrity hereby grants to TL the right                   to use its "Integrity Music" name and logo ("the Integrity                   Trademarks') in connection with the products produced during                   the Term of this Agreement for as long as the parties continue                   to sell and distribute such products at no additional cost to                   TL, and in accordance with the terms and conditions contained                   herein.
TL hereby grants to Integrity the right to use                   its "TL Music" name and logo ("the TL Trademarks") in                   connection with the products produced during the Term of this                   Agreement for as long as the parties continue to sell and                   distribute such products at no additional cost to Integrity,                   and in accordance with the terms and conditions contained                   herein.
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; What is the renewal term for this contract?
Answer: This      Agreement shall automatically renew for consecutive one (1) year terms      at XIMAGE's then prevailing rates at the end of each one (1) year term      unless either party gives at least sixty (60) days prior written notice      of the non-renewal of this Agreement.
Question: Consider the Sponsorship Agreement between HealthCare Capital Corp. and C.M. Oliver & Company Limited; What is the expiration date of this contract?
Answer: This Agreement shall  terminate and,  subject to the provisions set forth below, be of no further  force or effect on the exercise by the Sponsor of its right to terminate  this Agreement as provided in subsection  6.2,  provided that, in any event,  sections  3, 7 and 8 and, in the event that such  termination  occurs by virtue of paragraph  6.2(b),  subsection 2.5 shall not terminate  (except as set forth  therein)  and shall  continue in full force and effect for the benefit of the Sponsor or the other parties to this Agreement, as the case may be.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Does this contract provide for joint intellectual property ownership?
Answer: The parties hereby agree that the                   copyright in the Product sound recording compilation will be                   jointly registered by Integrity in the names of Integrity                   and TL.
TL will trademark the series name in joint                   names of TL and Integrity.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; Is there a cap on liability under this contract?
Answer: Nor shall the Company at any time be liable for any incidental, special or consequential damages.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DISTRIBUTOR'S REMEDIES SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS.
Question: Consider the Supply Agreement between EWSD 1, LLC d/b/a Shi Farms and Gridiron BioNutrients, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be waived, amended or assigned without an agreed written and signed document, signed by both Parties.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Is there a cap on liability under this contract?
Answer: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES OR LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT UNDER SECTION 11(a), IN NO EVENT WILL EITHER PARTY BE LIABLE TO          THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,          WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR          OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE          POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR          ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER          LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE TOTAL AMOUNTS          PREVIOUSLY PAID OR TO BE PAID BY NETGROCER TO EXCITE HEREUNDER [*]
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; Is there a minimum commitment required under this contract?
Answer: *Minimum order of 1,000 Units
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either Party without the prior written consent of the other Party; provided, however that either Party may assign this Agreement, in whole or in part, to any of its Affiliates if such Party guarantees the performance of this Agreement by such Affiliate; and provided further that either Party may assign this Agreement to a successor to all or substantially all of the assets of such Party whether by merger, sale of stock, sale of assets or other similar transaction
Question: Consider the Supply Agreement between EWSD 1, LLC d/b/a Shi Farms and Gridiron BioNutrients, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party may terminate this Agreement at any time prior to delivery of the Product.
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; What is the expiration date of this contract?
Answer: XIMAGE's obligations hereunder shall become effective upon the      "Effective Date" and, unless sooner terminated as provided herein, shall      remain in full force and effect for at least one year thereafter.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Does this contract include any volume restrictions?
Answer: TL may purchase from Integrity limited quantities of the                   Product for its promotional use, at the Manufacturing cost set                   forth in paragraph 3(a) above, provided the quantity of such                   purchases does not exceed seven percent (7%) of the total                   royalty bearing units of such Product title purchased by TL,                   TL warrants that any units so purchased, whether or not                   labeled "promotional only" or cut-out, will be given away for                   purposes of promotion of the Products, and will not be sold.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Is there uncapped liability under this contract?
Answer: NOTHING IN THIS SECTION 14.5 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 14.1 OR SECTION 14.2, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF ITS OBLIGATIONS RELATING TO CONFIDENTIALITY UNDER ARTICLE XI OR INTELLECTUAL PROPERTY UNDER ARTICLE X.
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; What happens in the event of a change of control of one of the parties in this contract?
Answer: GSK may sublicense or subcontract its rights to Develop, Manufacture or Commercialize the Collaboration Products in whole or in part to one or more of its Affiliates, provided that the rights sublicensed or subcontracted to such Affiliate shall automatically terminate upon a change of control of such Affiliate in connection with which such Affiliate ceases to be an Affiliate of GSK.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; Is there an anti-assignment clause in this contract?
Answer: Distributor shall not assign the rights granted in this Section 1.01 without the prior written consent of the Company.
Distributor shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT UNDER SECTION 11(a), IN NO EVENT WILL EITHER PARTY BE LIABLE TO          THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,          WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR          OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE          POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR          ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER          LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE TOTAL AMOUNTS          PREVIOUSLY PAID OR TO BE PAID BY NETGROCER TO EXCITE HEREUNDER [*]
Question: Consider the Supply Agreement between EWSD 1, LLC d/b/a Shi Farms and Gridiron BioNutrients, Inc.; What is the governing law for this contract?
Answer: This Agreement and any amendments thereto shall be construed according to the laws of the State of Colorado without regard to conflicts of law principles and any disputes hereunder shall be litigated in a state court in Colorado.
Question: Consider the Maintenance Agreement between Netzee, Inc. and Bankers Bank; Are there any price restrictions or controls specified in this contract?
Answer: Following the completion of such maintenance term, Bankers Bank may, at its option, renew maintenance for subsequent periods of one (1) year each, subject to adjustments proposed by Netzee not to exceed 5% at least sixty (60) days in advance of the applicable renewal date.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Is there a minimum commitment required under this contract?
Answer: In consideration of the above pricing, TL guarantees to                   purchase from Integrity a minimum of ten thousand (10,000)                   units of each recorded Product during the first thirty-two                   (32) months of release. TL's initial order for each recorded                   Product shall be a minimum of five thousand (5,000) units.
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; What are the audit rights under this contract?
Answer: NetGrocer may, upon no less than thirty (30) days prior                   written notice to Excite cause an independent Certified                   Public Accountant to inspect the records of Excite reasonably
The fees charged by such Certified                   Public Accountant will be paid by NetGrocer unless the audit                   finds a discrepancy of more than five percent (5%) with                   respect to the item being audited, in which case Excite shall                   be responsible for the payment of the reasonable fees for                   such inspection.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; Does this contract include an exclusivity agreement?
Answer: The Company hereby appoints and grants Distributor the exclusive right to sell the products of the Company, including the Snotarator™ Nasal Aspirator,  ("Products") listed in the current "Price List" (Exhibit "A" attached hereto).
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; Does this contract include an exclusivity agreement?
Answer: Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK, and GSK accepts, an exclusive (except as to Theravance and its Affiliates) license in the Field under the Theravance Patents, Theravance Know-How and Theravance's rights in the Joint Inventions to make, have made, use and Develop Collaboration Products for Commercialization in the Territory.
Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license in the Field under the Theravance Patents, Theravance Know-How and Theravance's rights in the Joint Inventions to make, have made use, sell, offer for sale and import Collaboration Products in the Territory.
Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license in the Field under the Theravance Patents, Theravance Know-How and Theravance's rights in the Joint Inventions to make and have made API Compound or formulated Collaboration Product in the Territory.
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; What are the insurance requirements under this contract?
Answer: Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.
Question: Consider the Maintenance Agreement between Netzee, Inc. and Bankers Bank; What is the renewal term for this contract?
Answer: Following the completion of such maintenance term, Bankers Bank may, at its option, renew maintenance for subsequent periods of one (1) year each, subject to adjustments proposed by Netzee not to exceed 5% at least sixty (60) days in advance of the applicable renewal date.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: To the extent necessary to effect the foregoing in a country other than the United States, each Party grants to the other Party a nonexclusive, irrevocable, perpetual, fully-paid, worldwide license, with the right to grant sublicenses, under the granting Party's interest in Joint Program Technology, for any and all purposes, provided that RevMed's interest therein shall be subject to the other terms and conditions of this Agreement, including the exclusive licenses granted herein (during the Term) and all payment obligations.
Upon expiration of this Agreement, the licenses granted to Sanofi under Section 3.1 will become fully paid up, royalty free, perpetual and irrevocable.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Does this contract include any revenue or profit-sharing arrangements?
Answer: On sales of recorded products pursuant to this Agreement (less                   any returns) Integrity will pay to TL royalties in the amount                   of [**]/1/ ($[**]/1/) for each and every unit of the product                   sold by Integrity in the United States pursuant to this                   Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent                   ([**]/1/%) of Integrity's net receipts, whichever is less, on                   subject products outside the United States.
On sales of printed products (song books) pursuant to this                   Agreement (less any returns) Integrity will pay to TL                   royalties in the amount of [**]/1/ ($[**]/1/) for each and                   every unit of the product sold by Integrity in the United                   States pursuant to this Agreement, and [**]/1/ the foregoing                   rate or [**]/1/ percent ([**]/1/%) of Integrity's net                   receipts, whichever is less, on subject products outside the                   United States.
On sales of products pursuant to this          Agreement (less any returns) TL will pay to Integrity royalties in the          amount of [**]/1/ ($[**]/1/) for each and every unit of the product          sold by it pursuant to this Agreement.
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, 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.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; Is there a non-compete clause in this contract?
Answer: Distributor agrees not to represent or sell other products which are deemed to be competitive with the Company's Products unless agreed to by the Company by written notice.
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; What is the governing law for this contract?
Answer: This Agreement shall be construed, and the respective rights of the Parties determined, according to the substantive law of the State of Delaware notwithstanding the provisions governing conflict of laws under such Delaware law to the contrary, except matters of intellectual property law which shall be determined in accordance with the intellectual property laws relevant to the intellectual property in question.
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Are there any services to be provided after the termination of this contract?
Answer: On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably.
Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the "Transition Plan") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the "Transition Plan Term Sheet"). In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which: (a) shall have a manager ("Project Manager"), one from Philips, who has experience in transferring manufacturing actives, and one from Customer, who has experience in setting up manufacturing activities; (b) shall be committed with sufficient capacity - made available by both Parties - to execute the Transition Plan within the given time frame (quantity), and the Parties shall ensure that sufficient and reasonable organizational resources are provided to each such Project Manager to ensure a smooth, uninterrupted and efficient transition of the manufacturing of the Product; (c) shall be sufficiently skilled and experienced with the activities under this Agreement (quality); (d) shall be fully dedicated to the timely and adequate execution of the Transition Plan.
The Parties shall perform such activities as set forth in the Transition Plan and shall otherwise perform all such obligations in good faith to ensure a smooth transfer of the manufacturing activities under this Agreement to Customer.
Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis.
Question: Consider the Maintenance Agreement between Netzee, Inc. and Bankers Bank; What is the expiration date of this contract?
Answer: The maintenance is for a period of one (1) year commencing upon expiration of the initial one (1) year term of the License/Services Schedule.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Does the licensee's affiliates have any licensing rights under this contract?
Answer: Subject to the terms and conditions of this Agreement, Sanofi hereby grants to RevMed a non-exclusive, royalty-free sublicense (which shall only be further sub-licensable (a) to RevMed's Subsidiaries, (b) to the Permitted Contractors or Researchers, and (c) solely with Sanofi's prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, to Third Parties who are not Permitted Contractors or Researchers) under the rights exclusively licensed to Sanofi pursuant to Section 3.1, solely to the extent necessary for RevMed to perform its obligations under this Agreement and the Ancillary Agreements.
Sanofi shall have the right, in its sole discretion, to appoint its Affiliates, and Sanofi and its Affiliates shall have the right, in its sole discretion, to appoint any other Persons, in the Licensed Territory to distribute, market, and sell the Products (with or without packaging rights), in circumstances where the Person purchases its requirements of Products from Sanofi or its Affiliates but does not otherwise make any royalty or other payment to Sanofi or its Affiliates with respect to its intellectual property or other proprietary rights.