orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Transportation Agreement between ENERGY XXI GULF COAST, INC. and ENERGY XXI USA, INC.; Does this contract include any volume restrictions?
Answer: Transporter reserves the right to reject any and all shipments of: (i) Crude Petroleum delivered by Shipper to Transporter whose gravity, viscosity, and/or other characteristics are such that it is not readily susceptible to transportation through the Transporter's existing facilities and it will damage the quality of other shipments or cause disadvantage to other shippers and/or the Transporter; (ii) Crude Petroleum containing water, sediment and other impurities totaling in excess of one per cent as determined by centrifugal test, or by such other tests as may be agreed upon by the Shipper and Transporter; or (iii) Crude Petroleum where Shipper has failed to comply with all applicable laws, rules, and regulations made by any governmental authorities regarding shipment of Crude Petroleum.
The present maximum operating pressure at all reception points is 1440 psig. Shipper's injection pressure shall be maintained within this stated maximum limit and shall conform, as near as possible, to the hydraulic gradient.
If during any monthly accounting period, the weighted average of the BS&W on all meter tickets covering Crude Petroleum delivered to Transporter by Shipper reflects a water, sediment and other impurities content which exceeds 1%, Shipper shall pay to Transporter a handling charge as specified in the table in Exhibit A on such excess water, sediment, and other impurities to cover the treating, separation and other aspects of handling such excess water, sediment and other impurities delivered to Transporter.
Pumping equipment shall be controlled and operated so that the hourly rate at which Crude Petroleum is injected during each month shall not exceed 120% of the average hourly volume nominated and accepted for shipment during the current calendar month.
Question: Consider the Sponsorship Agreement between Forty Niners SC Stadium Company LLC and Violin Memory, Inc.; Is there a non-disparagement clause in this contract?
Answer: Either Party shall have the right to immediately terminate this Agreement in the event the other Party, in such Party's reasonable discretion, engages in illegal, indecent, immoral, harmful or scandalous behavior or activities that may directly or indirectly damage such Party's reputation or goodwill or violates any rules or regulations of Team or the National Football League or if this would otherwise violate League policy or directive.
Question: Consider the Intellectual Property Agreement between Nuance Communications, Inc. and Cerence Inc.; What is the governing law for this contract?
Answer: Any disputes relating to, arising out of or resulting from this Agreement, including to its execution, performance, or enforcement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; Does this contract include any volume restrictions?
Answer: Consolidated Artists  agrees, if requested by TPC, to make Ogle available for one (1) day on behalf  of TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC for the purpose of taking still  photographs for the preparation and production of advertising and promotional  materials. TPC agrees that such photograph shoots shall not exceed five (5)  hours each in duration. Further, Consolidated Artists agrees, if requested by  TPC, to make Ogle available for two (2) personal appearance days on behalf of  TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC. Such personal appearances shall be  limited to one (1) day and shall not exceed five (5) hours each in duration.
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term.
Question: Consider the Transportation Agreement between ENERGY XXI GULF COAST, INC. and ENERGY XXI USA, INC.; Is there a minimum commitment required under this contract?
Answer: In the event Shipper's inventory balance drops below its pro rata part of the volume of Crude Petroleum necessary for pipeline fill, unavailable stocks below tank connections, and reasonable additional minimum quantities required for the efficient operation of the system, then Transporter will require Shipper to provide the necessary volume to meet its pro rata part of such volume of Crude Petroleum.
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; 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 Illinois applicable to agreements made and to be performed wholly within that State without regard to its conflicts of laws provisions.
Question: Consider the Sponsorship Agreement between Forty Niners SC Stadium Company LLC and Violin Memory, Inc.; Does this contract include an exclusivity agreement?
Answer: Forty Niners SC acknowledges and agrees that, except as otherwise provided herein, the rights granted to Sponsor herein are exclusive to Sponsor within the Product and Services Category with respect to Forty Niners SC at the Stadium. Forty Niners SC shall not enter into a sponsorship agreement with a party with respect to the Product and Services Category, provided however, that Forty Niners SC shall be permitted to enter into a sponsorship agreement with any party that enters into a naming rights agreement with SCSA for the Stadium, provided that if SCSA enters into a naming rights agreement for the Stadium with a party that is in the Products and Services Category, Sponsor may immediately terminate this Agreement and receive a pro rated refund of any amounts paid by Sponsor for the unexpired Contract Year in which the termination occurs.
Without limiting Section 4(a) above, the Parties agree that *** are, at the Effective Date, primarily or exclusively known as suppliers or providers in the Product and Services Category. Accordingly, Forty Niners SC shall not solicit or enter into sponsorships with such Parties.
Sponsor shall receive exclusive branding and entitlement at the Stadium at (i) a ticketed entryway for the suite tower guests (currently referred to as "Suite Tower Gate F"); (ii) an open communal space in front of the suite tower (currently referred to as the "Suite Tower Plaza"); (iii) first floor welcome lobby of suite tower and individual suite corridors (currently referred to as the "Suite Tower Atrium"); and (iv) an on­site meeting space (currently referred to as the "Executive Briefing Center") located adjacent to the suite described below and Forty Niners SC will provide a *** credit towards buildout of the Executive Briefing Center.
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.
Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term.
Question: Consider the Endorsement Agreement between Square Two Golf, Inc. and Kathy Whitworth with Intellectual Property Rights and Confidentiality Provisions; How is intellectual property ownership assigned in this contract?
Answer: Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; Does this contract include any revenue or profit-sharing arrangements?
Answer: In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand ("Royalty Compensation").
Question: Consider the e-business Hosting Agreement between IBM and The Quantum Group Inc.; What are the insurance requirements under this contract?
Answer: Customer is responsible for obtaining and maintaining personal property insurance sufficient to cover the value of Customer Components;
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; What is the notice period required to terminate the renewal?
Answer: Unless this Agreement is terminated pursuant to Section 25, this Agreement will automatically renew for additional successive [***] terms (each a "Renewal Term" and together with the Initial Term, the "Term") unless and until either Party provides written notice of non-renewal to the other Party at least [***] prior to the end of the then-current Term.
Question: Consider the Transportation Agreement between ENERGY XXI GULF COAST, INC. and ENERGY XXI USA, INC.; Is there an anti-assignment clause in this contract?
Answer: Shipper shall have the right to assign, or transfer all, but not less than all, of its rights and obligations under this Agreement with the prior written consent of Transporter, which consent may be withheld in Transporter's sole discretion.
No assignment or transfer of this Agreement shall be effective as to Transporter unless and until Transporter has been provided written notice thereof.
Question: Consider the Sponsorship Agreement between Forty Niners SC Stadium Company LLC and Violin Memory, Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: provided however, that Forty Niners SC shall be permitted to enter into a sponsorship agreement with any party that enters into a naming rights agreement with SCSA for the Stadium, provided that if SCSA enters into a naming rights agreement for the Stadium with a party that is in the Products and Services Category, Sponsor may immediately terminate this Agreement and receive a pro rated refund of any amounts paid by Sponsor for the unexpired Contract Year in which the termination occurs.
Sponsor acknowledges and agrees that, notwithstanding the grant of exclusivity set forth in this Section 4, Team shall have the right to solicit and enter into sponsorships with other parties that are not known primarily or exclusively as suppliers or providers of any product or service within the Product and Services Category.
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.
Question: Consider the e-business Hosting Agreement between IBM and The Quantum Group Inc.; Is there a cap on liability under this contract?
Answer: IBM will give Customer a credit equal to the amount Customer paid IBM for the applicable Materials or for use of the applicable Base Components up to a maximum of twelve (12) months of applicable charges. This is IBM's entire obligation to Customer with regard to any claim of infringement.
Regardless of the basis on which Customer is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than: indemnification payments as provided in Section 8.1; damages for bodily injury (including death) and damage to real property and tangible personal property; and the amount of any other actual direct damages, up to the greater of $100,000 or the charges paid by Customer to IBM for the Services in the twelve (12) months immediately preceding the accrual of the first claim related to the Services.
It is the cumulative maximum for which IBM and its Affiliates and Subcontractors are collectively responsible.
In no event will either party be liable to the other for special, incidental, or indirect damages or for any consequential damages (including lost profits or savings), even if they are informed of the possibility; provided that this Section 10.0 does not apply to Customer's failure to pay any amounts owing to IBM under this Agreement (including amounts owing for Services that would have been rendered but for Customer's breach of this Agreement).
If such modification has a material adverse effect on the Customer's use of the Services and provided such modification is not required by law, regulation, or similar governmental action, or a ruling by a court of competent jurisdiction, Customer's sole remedy is to terminate this Agreement without the payment of termination charges provided Customer gives IBM notice of its intent to terminate within ninety (90) days of the effective date of such modification.
Neither party will bring a legal action related to this Agreement more than two years after the cause of action accrued.
Customer agrees that its sole remedy for IBM's failure to meet an SLA Target Percentage is the Availability Credit as provided in this Attachment.
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; What are the insurance requirements under this contract?
Answer: The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.
Question: Consider the Transportation Agreement between ENERGY XXI GULF COAST, INC. and ENERGY XXI USA, INC.; Can this contract be terminated for convenience, and under what conditions?
Answer: Subject to the other provisions of this Agreement, the term of this Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon thirty (30) days' prior written notice.
Question: Consider the Sponsorship Agreement between Forty Niners SC Stadium Company LLC and Violin Memory, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws provisions.
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; What is the renewal term for this contract?
Answer: Unless this Agreement is terminated pursuant to Section 25, this Agreement will automatically renew for additional successive [***] terms (each a "Renewal Term" and together with the Initial Term, the "Term") unless and until either Party provides written notice of non-renewal to the other Party at least [***] prior to the end of the then-current Term.
Question: Consider the e-business Hosting Agreement between IBM and The Quantum Group Inc.; Is there uncapped liability under this contract?
Answer: In no event will either party be liable to the other for special, incidental, or indirect damages or for any consequential damages (including lost profits or savings), even if they are informed of the possibility; provided that this Section 10.0 does not apply to Customer's failure to pay any amounts owing to IBM under this Agreement (including amounts owing for Services that would have been rendered but for Customer's breach of this Agreement).
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Is there an anti-assignment clause in this contract?
Answer: This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; What licenses are granted under this contract?
Answer: The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a "Kathy Whitworth" signature line of women's golf clubs (the "Products"), as described more fully in Section 3 below.
The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the "Advertisements") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.
The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.
The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.
The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.
Question: Consider the Transportation Agreement between ENERGY XXI GULF COAST, INC. and ENERGY XXI USA, INC.; What is the governing law for this contract?
Answer: The validity, construction and performance of this Agreement shall be governed by the laws of the State of Texas, not including any of its conflicts of law rules that would direct or refer to the laws of another jurisdiction.
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; What is the expiration date of this contract?
Answer: The initial term of this Agreement commences on the Effective Date and will continue in effect until five (5) year(s) from such date (the "Initial Term") unless terminated earlier pursuant to Section 25.