orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Network Build and Maintenance Agreement between Commnet Wireless, LLC and AT&T Mobility LLC; Is there a cap on liability under this contract?
Answer: AT&T may elect to, after consultation with Vendor and good faith discussion to negotiate another resolution:

(i) terminate its obligations solely with respect to each Cell Site affected by or related to such Permitting Delay under this Agreement and exercise any of the Termination Remedies set forth in the Build Addendum, without liability to Vendor; provided that AT&T shall pay to Vendor, an amount equal to the demonstrated costs incurred by Vendor for any Work completed (in accordance with applicable Specifications and requirements) to the extent such Work is transferred to AT&T as of the effective time of termination of the applicable terminated Cell Site, which amount shall not exceed $[***]
Insofar as Vendor's obligations under Subsection (b)(i) result from, arise out of, or relate to a Covered Claim that is a Combination Claim, Vendor shall be liable to pay only its Proportionate Share of the Covered Loss associated with such Combination Claim.
Notwithstanding anything contained in this Agreement to the contrary, neither Party shall be liable to the other Party for any special, consequential, incidental or punitive damages, however caused, based on any theory of liability except to the extent such damages are payable by such Party (a) pursuant to its indemnification obligations under Section 3.15 and infringement indemnification obligations under Section 3.17, (b) arising out of or resulting from such Party's breach of its confidentiality obligations set forth in this Agreement (including Section 3.16, Section 3.48, Section 4.2 and Exhibit A attached hereto) or (c) in connection with a Third Party Loss arising out of or resulting from such Party's violation of applicable Law.
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; What is the governing law for this contract?
Answer: This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; What is the governing law for this contract?
Answer: Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §§ 1051  et seq.) and except that all issues relating to arbitrability or the enforcement or interpretation of the agreement to arbitrate set forth in Section 17.9 which will be governed by the United States Arbitration Act (9 U.S.C. § 1  et seq.) and the federal common law relating to arbitration, this Agreement and the Franchise will be governed by the internal laws of the State of Arizona (without reference to its choice of law and conflict of law rules), except that the provisions of any Arizona law relating to the offer and sale of business opportunities or franchises or governing the relationship of a franchisor and its franchisees will not apply unless their jurisdictional requirements are met independently without reference to this Paragraph.
Question: Consider the Outsourcing Agreement between Twin Cities Power Holdings, LLC and Redwater LLC for Administration of Renewable Notes; What are the insurance requirements under this contract?
Answer: The Contractor maintains insurance, which is in full force and effect, with insurers of recognized financial responsibility of  the types and in the amounts generally deemed adequate for its business and, to the best of the Contractor's knowledge, in line with  the insurance maintained by similar companies and businesses; and the Contractor has no reason to believe that it will not be able to  renew its existing insurance coverage as and when such coverage expires or obtain similar coverage from similar insurers as may be  necessary to continue its business at a cost that would not materially and adversely affect the financial condition or business  operations of the Contractor.
Such reasonable additional action includes, but is not limited to, cooperating with Company in verification  of Contractor's compliance, such as by providing copies of certificates of insurance and of other books and records of Contractor, and  by permitting inspection of the premises, books and records of Contractor.
Question: Consider the Consulting Agreement between Emerald Health Naturals, Inc. and Dr. Gaetano Morello N.D. Inc.; What is the governing law for this contract?
Answer: This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; What is the notice period required to terminate the renewal?
Answer: The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.
Question: Consider the Co-Branding Agreement between NETTAXI Online Communities, Inc. and Solutions Media, Inc. (SpinRecords.com); What are the audit rights under this contract?
Answer: Upon reasonable notice of not less than seven (7) business  days,  but in no event more than once per year (unless the immediately preceding  audit  showed a material underpayment), NETTAXI shall have the right, subject  to  suitable  confidentiality  measures,  to  cause  a certified public accountant  to  inspect those portions of the books of account and records which relate  to  the royalties owed NETTAXI, to confirm that the correct amount owing NETTAXI  under this Agreement has been paid.
Upon  reasonable  prior  notice,   NETTAXI  will  have  the  right, exercisable  not more  than  once  every  twelve  (12)  months,  to  appoint  an independent   accounting   firm  or  other  agent   reasonably   acceptable   to SpinRecords.com,  at  NETTAXI'S  expense,  to examine  such  books,  records and accounts  during  SpinRecords.com's  normal business hours to verify the amounts due by  SpinRecords.com  to  NETTAXI  herein,  subject  execution  of  NETTAXI's standard  confidentiality  agreement by the accounting firm or agent;  provided, however,  that  execution of such  agreement  will not  preclude  such firm from reporting  its  results  to  NETTAXI.
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Does this contract include any volume restrictions?
Answer: For each Day during the Term, (i) Transporter agrees to provide Firm Service on the Transportation System for Customer Gas delivered to the Transportation System in a quantity not to exceed Customer's Firm Service Gas for such Day, and Interruptible Service for all quantities in excess of Customer's Firm Service Gas for such Day, and deliver to Customer, or for the account of Customer, at the applicable Points of Delivery, Equivalent Quantities of Customer Gas received at the Points of Receipt, and (ii) Customer, or its designee, shall accept such Equivalent Quantities of Customer Gas at the Points of Delivery.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; What is the renewal term for this contract?
Answer: Subject to the provisions of subparagraph 2.6(b) below, and if you have substantially complied with all provisions of this Agreement and all other agreements between us, on expiration of the Initial Term, if you refurbish and decorate the Premises, replace fixtures, furnishings, wall decor, furniture, equipment, and signs and otherwise modify the Franchise in compliance with specifications and standards then applicable under new or renewal franchises for The Joint Corp. Location franchises, you will have the right to renew the Franchise for one (1) additional term of ten (10) years (the "Renewal Term").
Should you choose to renew the Franchise, you must provide us with written notice of that intent no earlier than two (2) years and no later than one (1) year before the expiration of the Initial Term.
Question: Consider the Network Build and Maintenance Agreement between Commnet Wireless, LLC and AT&T Mobility LLC; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY (AND WHETHER OR NOT SUCH A PROVISION CONTAINS LANGUAGE TO THE EFFECT THAT THE PROVISION TAKES PRECEDENCE OVER OTHER PROVISIONS CONTRARY TO IT), WHETHER EXPRESS OR IMPLIED, NONE OF THE LIMITATIONS OF LIABILITY (INCLUDING ANY LIMITATIONS REGARDING TYPES OF OR AMOUNTS OF DAMAGES OR LIABILITIES) CONTAINED ANYWHERE IN THIS AGREEMENT WILL APPLY TO VENDOR'S OBLIGATIONS UNDER THIS SECTION.
Notwithstanding anything contained in this Agreement to the contrary, neither Party shall be liable to the other Party for any special, consequential, incidental or punitive damages, however caused, based on any theory of liability except to the extent such damages are payable by such Party (a) pursuant to its indemnification obligations under Section 3.15 and infringement indemnification obligations under Section 3.17, (b) arising out of or resulting from such Party's breach of its confidentiality obligations set forth in this Agreement (including Section 3.16, Section 3.48, Section 4.2 and Exhibit A attached hereto) or (c) in connection with a Third Party Loss arising out of or resulting from such Party's violation of applicable Law.
Question: Consider the Outsourcing Agreement between Twin Cities Power Holdings, LLC and Redwater LLC for Administration of Renewable Notes; What are the audit rights under this contract?
Answer: At any time the Company and its agents and representatives may physically inspect any documents, files or  other records relating to the Renewable Note Program and discuss the same with the Contractor's officers and employees. The  Contractor shall supply copies of any such documents, files, or other records upon the request of the Company, as soon as is  reasonably and commercially practicable at the Company's cost and expense.
Such reasonable additional action includes, but is not limited to, cooperating with Company in verification  of Contractor's compliance, such as by providing copies of certificates of insurance and of other books and records of Contractor, and  by permitting inspection of the premises, books and records of Contractor.
Question: Consider the Co-Branding Agreement between NETTAXI Online Communities, Inc. and Solutions Media, Inc. (SpinRecords.com); Is there uncapped liability under this contract?
Answer: EXCEPT AS SET FORTH IN SECTION 6 AND 7.1,              ------------------------ UNDER  NO  CIRCUMSTANCES  WILL  EITHER  PARTY  BE  LIABLE TO THE OTHER UNDER ANY CONTRACT,  STRICT  LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY  INCIDENTAL  OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT  MATTER  OF  THIS  AGREEMENT.
Question: Consider the Consulting Agreement between Emerald Health Naturals, Inc. and Dr. Gaetano Morello N.D. Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the "Term of Engagement") unless terminated earlier in accordance with this Agreement.
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; What is the renewal term for this contract?
Answer: The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.
Question: Consider the Network Build and Maintenance Agreement between Commnet Wireless, LLC and AT&T Mobility LLC; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Vendor hereby grants and promises to grant and have granted to AT&T and its Affiliates a royalty-free, nonexclusive, sublicensable, assignable, transferable, irrevocable, perpetual, world- wide license in and to any applicable Intellectual Property Rights of Vendor to use, copy, modify, distribute, display, perform, import, make, sell, offer to sell, and exploit (and have others do any of the foregoing on or for AT&T's or any of its customers' behalf or benefit) any Intellectual Property Rights of Vendor or any third party that are not included in Material or Paid-For Development but necessary to operate the Cell Sites or receive the full benefit of the Work.
Question: Consider the Co-Branding Agreement between NETTAXI Online Communities, Inc. and Solutions Media, Inc. (SpinRecords.com); Are the licenses granted under this contract non-transferable?
Answer: NETTAXI hereby grants to              ----------------------------------------- SpinRecords.com  a non-exclusive, worldwide, nontransferable, revocable, royalty free  license to use the NETTAXI Brand Features as the same may be modified from time  to  time  for  the  purposes  of  this  Agreement
SpinRecords.com hereby              ------------------------------------------- grants  NETTAXI  a  nonexclusive, worldwide, nontransferable, revocable, royalty free  license  to display and distribute the, and make derivative works from the SpinRecords.com  Brand  Features  and  any  enhancements,  modifications  or improvements  thereto  as  necessary  to  carry out the terms of this Agreement.
Question: Consider the Outsourcing Agreement between Twin Cities Power Holdings, LLC and Redwater LLC for Administration of Renewable Notes; Are there any services to be provided after the termination of this contract?
Answer: If this Agreement is terminated, or otherwise at the instruction of the Company, the Contractor shall promptly  deliver to the Company or its designee, as the case may be, all Note files and records (including, without limitation, copies of  computerized records and servicing and other software, except as may be prohibited by any third party contract or license) related to  the administration of the Notes and all monies collected by it relating to the Renewable Note Program (less any fees or expenses due to  the Contractor).
In addition to  delivering such data and monies, the Contractor shall use its best efforts to effect the orderly and efficient transfer of the administration  of the Notes to the Company or other party designated by the Company to assume responsibility for such administration, including,  without limitation, directing Holders to remit all repurchase or other notices to the address designated by the Company.
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; What is the governing law for this contract?
Answer: This Agreement is entered into in the State of Texas and shall be governed, interpreted and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws provisions thereof.
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; What is the expiration date of this contract?
Answer: The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.
This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the "Effective Date") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; What is the expiration date of this contract?
Answer: You must operate the Franchise at a mutually agreeable site (the "Premises") to be identified after the signing of this Agreement, and to use the System and the Marks in the operation of that Franchise, for a term of 10 years (the "Initial Term")
Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement will expire on _______________________________________.
Question: Consider the Consulting Agreement between Global Technologies, Ltd and Timothy Cabrera; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall delegate the performance of its duties under this Agreement without the prior written consent of the other Party.
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What are the audit rights under this contract?
Answer: You agree to provide us, at your expense, and in a format that we reasonably specify, a complete set of annual financial statements prepared on a review basis by an independent certified public accountant (as to whom we do not have a reasonable objection) within ninety (90) days after the end of each fiscal year of the Franchised Business during the term of this Agreement.
You also agree to submit to us (in addition to the reports required pursuant to Section 12.1.4 above), for review or auditing, such other forms, reports, records, information, and data as and when we may reasonably designate, in the form and format, and at the times and places as we may reasonably require, upon request and as specified periodically in the Manual or otherwise in writing, including: (a) information in electronic format; (b) restated in accordance with our financial reporting periods; (c) consistent with our then-current financial reporting periods and accounting practices and standards; and/or (d) a s necessary so that we can comply with reporting obligations imposed upon us by tax authorities with jurisdiction over the Franchised Business and/or our company.
We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option). We will also have the right, at any time, to have an independent audit made of your books and records.
If we conduct an inspection because you did not timely provide sales reports to us, or if an inspection discloses that you understated your sales, in any report to us (and/or underpaid your royalties), by three percent (3%) or more, or if you did not maintain and/or provide us with access to your records, then you agree (in addition to paying us the overdue amount and interest) to reimburse us for any and all costs and expenses we incur in connection with the inspection (including travel, lodging and wages expenses, and reasonable accounting and legal costs).
Question: Consider the Outsourcing Agreement between Twin Cities Power Holdings, LLC and Redwater LLC for Administration of Renewable Notes; What licenses are granted under this contract?
Answer: During the term of this Agreement, the Company hereby grants the Contractor a limited license to use the  Company's logo, corporate colors, trademarks, trade names, fonts, and other aspects of corporate identity in  advertisements and marketing materials related to the Notes and on the Contractor's website, subject to the Company's  prior written approval of the specific use of these items in writing in each instance (which shall not be unreasonably  withheld).
Question: Consider the Consulting Agreement between Global Technologies, Ltd and Timothy Cabrera; Is there a clause preventing the solicitation of customers in this contract?
Answer: he Company further agrees that neither it nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either for it/him/herself, or any other person or entity) any business relationship, contact any person regarding such Opportunity, either directly or indirectly, or any of its affiliates, or accept any compensation or advantage in relation to such Opportunity except as directly though Consultant, without the prior written approval of Consultant.
Question: Consider the Co-Branding Agreement between NETTAXI Online Communities, Inc. and Solutions Media, Inc. (SpinRecords.com); Does this contract include any revenue or profit-sharing arrangements?
Answer: Spin agrees to pay      Nettaxi a 5% commission of the gross sales price on all transactions.
In full consideration for the rights granted              --------------------- by  NETTAXI,  SpinRecords.com  agrees  to  pay NETTAXI fifty (50%) percent of ad revenue  at  an  average  rate  no lower then $6.50 per one thousand impressions (CPM)  payable  to  NETTAXI  which  results when the SpinRecords.com Advertising Revenue  is  multiplied by SpinRecords.com's AR Share.
For each User that accesses the co-branded             ------------------------ site  and  becomes  a  paying  customer  on the co-branded site, SpinRecords.com agrees  to  pay  a  fee  of  five  (5%)  percent  of  the  gross  sale.
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Are there any services to be provided after the termination of this contract?
Answer: You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark "Goosehead Insurance"

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and any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.
Question: Consider the Consulting Agreement between Global Technologies, Ltd and Timothy Cabrera; What is the governing law for this contract?
Answer: This Agreement and the legal relations among the Parties hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law doctrine.
Question: Consider the Network Build and Maintenance Agreement between Commnet Wireless, LLC and AT&T Mobility LLC; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Vendor hereby grants and promises to grant and have granted to AT&T and its Affiliates a royalty-free, nonexclusive, sublicensable, assignable, transferable, irrevocable, perpetual, world- wide license in and to any applicable Intellectual Property Rights of Vendor to use, copy, modify, distribute, display, perform, import, make, sell, offer to sell, and exploit (and have others do any of the foregoing on or for AT&T's or any of its customers' behalf or benefit) any Intellectual Property Rights of Vendor or any third party that are not included in Material or Paid-For Development but necessary to operate the Cell Sites or receive the full benefit of the Work.
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; What is the notice period required to terminate the renewal?
Answer: This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the "Term").