orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What are the audit rights under this contract?
Answer: MMT will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5.
SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT ("SIGA's Auditor"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination (each an "Audit Report") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10. An Audit Report shall become final and binding on the Parties thirty (30) days following MMT's receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto ("Notice of Disagreement") to SIGA in either case on or prior to such date.
SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit.
Question: Consider the Cooperation Agreement between HPIL ENERGYTECH Inc. and GINARES GROUP AG for Renewable Energy Projects; Is there an anti-assignment clause in this contract?
Answer: The rights and obligations provided by this Agreement shall not be assignable by any Party.
Question: Consider the Exclusive Distributor Agreement between Erchonia Corporation and InnerScope Hearing Technologies Inc.; What is the expiration date of this contract?
Answer: Unless terminated earlier as provided in this agreement, this Agreement shall have an initial term of three (3) years.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Does this contract include an exclusivity agreement?
Answer: Subject to payment of the Annual Minimum Commitment ("AMC"  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the "Products") within the  territory listed in Schedule 3 (the "Territory") to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Does this contract include an exclusivity agreement?
Answer: Subject to paragraph (b) of this Section 2.5, ENERGOUS will not, and will not enable any Semiconductor Supplier, to manufacture, have manufactured, offer for sale, sell, import or export the Products or Product Die in commercial volumes, except a Semiconductor Supplier to the Key Customer for use in the Excluded Applications.
If DIALOG decides to discontinue Sales of any Product, it will notify ENERGOUS at least [***] prior to such discontinuance, and following such notification, the exclusivity rights, if any, associated with that Product will cease; provided, however, this provision will not apply in the event that DIALOG continues Sales of Product Updates, repackaged Product Dies or MCMs.
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the governing law for this contract?
Answer: This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without recourse to any principles of law governing conflicts of law, which might otherwise be applicable.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; What are the insurance requirements under this contract?
Answer: Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there a cap on liability under this contract?
Answer: EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, INDEMNIFICATION CLAIMS UNDER SECTION 5 OR BREACHES OF SECTION 2 (TRADEMARKS), 8 (CONFIDENTIALITY), OR 9 (NO AGENCY RELATIONSHIP), IN NO EVENT SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THE SUBJECT MATTER HEREOF, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
Question: Consider the Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann; What is the renewal term for this contract?
Answer: Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period  of one (1) year ("Term"). provided however, that the Parties may extend the Term for an additional year period by entering into an written  addendum of the Agreement extending such term.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.
Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; Is there a covenant not to sue included in this contract?
Answer: At no time during or after the term of this Agreement will the Distributor challenge or assist others to challenge JRVS Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of JRVS. T
The Distributor will not challenge any intellectual property rights claimed by JRVS in such trademarks.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Are there any exceptions to competitive restrictions in this contract?
Answer: Subject to payment of the Annual Minimum Commitment ("AMC"  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the "Products") within the  territory listed in Schedule 3 (the "Territory") to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada.
Question: Consider the Cooperation Agreement between HPIL ENERGYTECH Inc. and GINARES GROUP AG for Renewable Energy Projects; What is the governing law for this contract?
Answer: This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Is there a non-compete clause in this contract?
Answer: Until expiration or earlier termination of the Agreement, DIALOG agrees that it and its Affiliates will not, without ENERGOUS' written approval, intentionally sell, distribute or work with any third party to develop products incorporating any Uncoupled Power Transfer Technology other than Licensed Products; provided, however, that DIALOG shall not be under any such restrictions in relation to services or products it provides to the Key Customer in the event the Key Customer terminates its agreement with ENERGOUS.
ENERGOUS will have the right to terminate this Agreement, upon not less than [***] prior written notice to DIALOG, in the event that, following termination by the [***] of its agreement with ENERGOUS, DIALOG participates in or indicates its intention to participate in the development, design or manufacture of products incorporating Uncoupled Power Transfer Technology not provided by ENERGOUS to [***].
DIALOG will have the right to terminate this Agreement immediately upon the issuance of written notice to ENERGOUS (A) if ENERGOUS undergoes a Change of Control involving a competitor of DIALOG, or (B) if ENERGOUS acquires, whether directly through a sale of assets or through a Change of Control transaction, any competitor of DIALOG (as reasonably determined by DIALOG). ENERGOUS will provide DIALOG with notice of any such Change of Control or acquisition within [***] after the closing thereof and DIALOG's right to terminate the Agreement will expire [***] after receipt of such notice.
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the notice period required to terminate the renewal?
Answer: This Agreement will automatically renew for up to two (2) renewal terms of five (5) years each (each, an "Extension Period") unless either Party provides the other Party with written notice of its intent to terminate this Agreement at least six (6) months prior to the end of the Initial Term or the then current Extension Period.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there uncapped liability under this contract?
Answer: EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, INDEMNIFICATION CLAIMS UNDER SECTION 5 OR BREACHES OF SECTION 2 (TRADEMARKS), 8 (CONFIDENTIALITY), OR 9 (NO AGENCY RELATIONSHIP), IN NO EVENT SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THE SUBJECT MATTER HEREOF, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Is there a cap on liability under this contract?
Answer: EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES. COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR.
NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a "Permitted Sublicensee" for purposes of this Agreement.
Question: Consider the Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann; What is the expiration date of this contract?
Answer: Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period  of one (1) year ("Term"). provided however, that the Parties may extend the Term for an additional year period by entering into an written  addendum of the Agreement extending such term.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Are there any exceptions to competitive restrictions in this contract?
Answer: However, ENERGOUS is allowed to engage with a Semiconductor Supplier to supply comparable products or product die to a customer if either (i) the customer which has not been engaged with DIALOG with respect to such product or product die notifies ENERGOUS or DIALOG in writing by an authorized officer of the customer that it does not want to use DIALOG or a DIALOG Affiliate as a supplier of such product or product die; or (ii) if DIALOG has been engaged with the customer, the customer notifies ENERGOUS or DIALOG in writing prior to commencement of the Design-In Phase that it does not want to use DIALOG or a DIALOG Affiliate as a supplier of such product or product die
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; What is the duration of any warranties provided in this contract?
Answer: The Distributor shall have thirty (30) days (the "Inspection Period") upon receipt of each shipment to inspect and test the Products.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the province of Ontario, Canada, without regard to its conflict of laws principles.
Question: Consider the Cooperation Agreement between HPIL ENERGYTECH Inc. and GINARES GROUP AG for Renewable Energy Projects; Can this contract be terminated for convenience, and under what conditions?
Answer: The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the renewal term for this contract?
Answer: This Agreement will automatically renew for up to two (2) renewal terms of five (5) years each (each, an "Extension Period") unless either Party provides the other Party with written notice of its intent to terminate this Agreement at least six (6) months prior to the end of the Initial Term or the then current Extension Period.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Is there uncapped liability under this contract?
Answer: EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What are the audit rights under this contract?
Answer: Zynga shall permit such records to be examined by authorized representatives of WPT, including such independent auditors as WPT may designate, during usual business hours, with advance notice, to verify to the extent necessary the Royalties paid hereunder, and WPT and its representatives shall use reasonable efforts to minimize disruptions to Zynga's business.
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What are the audit rights under this contract?
Answer: Network  1  shall  have  the right to inspect the Local Offices  during  normal business hours to insure compliance by Affiliate with is obligations  pursuant  to  Section  1.02  [LOCAL OFFICE (AFFILIATE OFFICE)].
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).
No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; Is there a cap on liability under this contract?
Answer: In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either party.
IN NO EVENT SHALL JRVS'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY JRVS FROM THE DISTRIBUTOR HEREUNDER FOR THE PRODUCT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL JRVS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT.
NO ACTIONS, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY DISTRIBUTOR MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; What is the notice period required to terminate the renewal?
Answer: Upon expiration of the Initial Term, this Agreement shall automatically renew for  consecutive one (1) year periods, unless terminated by Reseller within sixty (60) days prior to the expiration of the Initial Term or any renewal term,  as the case may be (the Initial Term and each renewal term, collectively, the "Term").
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What is the governing law for this contract?
Answer: This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of conflict of laws principles.
This Letter of Authorization will be governed by and construed in accordance with the laws of California, excluding its conflict of laws provisions, and be subject to the non-exclusive jurisdiction of the California courts.
Question: Consider the Cooperation Agreement between HPIL ENERGYTECH Inc. and GINARES GROUP AG for Renewable Energy Projects; What is the expiration date of this contract?
Answer: The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the "Term").
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the expiration date of this contract?
Answer: The Agreement shall continue through the project's in-service date and for a period of fifteen (15) years after the project's in-service date ("Initial Term").
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Notwithstanding the foregoing, for each end user that previously downloaded a Zynga game that includes WPT's Licensed Property, and stored such Zynga game within such end user's device, WPT grants a license and right to continue to use, activate, operate, perform, store, use and display that game on the end user's device in perpetuity at no additional charge; provided, however, that Zynga shall use best efforts to offer end users updates to its games which no longer include WPT's Licensed Property after the Term.
Notwithstanding any termination of this Agreement, any Approved Content that includes Zynga's Licensed Property may remain in perpetuity in any media in which such Licensed Property was integrated into during the Term (e.g., televised WPT Tournaments or WPT Invitational Tournaments, social media posts, repurposed integrations for "best of" television programs) or for historical purposes (e.g., reference on WPT's website that Zynga-sponsored tour events took place as part of the tour).
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Are there any services to be provided after the termination of this contract?
Answer: In  the  event  that this contract between Network 1 and Affiliate is terminated for any reason, the Contractors located by Affiliate  shall  remain  Contractors  of  Network  1.