orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Are there any services to be provided after the termination of this contract?
Answer: Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.
Question: Consider the Endorsement Agreement between Eco Science Solutions, Inc. and Stephen Marley; Is there a non-compete clause in this contract?
Answer: Talent represents and warrants that during the Term and in the Territories, Talent will not endorse or make any appearances or advertisements on behalf of any other product which is directly competitive to ESSI's products.
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; Are there any third-party beneficiaries designated in this contract?
Answer: Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.
Question: Consider the Master Supply Agreement between Premier Nutrition Company, LLC and Fonterra (USA) Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither Party may transfer or assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to any entity controlled by it, its parents, subsidiaries, or affiliates, or to any purchaser of the business to which this Agreement relates subject to the other Parties consent which will not be unreasonably withheld or delayed.
Question: Consider the Service Agreement between BicycleTX Ltd and Nigel Crockett for Chief Business Officer Position; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: On or as soon as practicable following the Effective Date, it is intended that you will be granted an option under the Option Plan to acquire 107,417 ordinary shares in the capital of BTL ("Shares") (representing approximately 0.6% of the Company's issued share capital as at the Effective Date).
In addition, and conditional on completion of a transaction on terms set out below, you will be granted a second option under the Option Plan, such option being one of:

(a) an option to acquire 44,757 Shares (representing approximately 0.25% of the Company's issued share capital as at the Effective Date) granted as soon as practicable following the completion of a transaction approved by the Board on terms which include an upfront payment of at least USD30,000,000 and per product downstream milestone payments of at least USD300,000,000; or

(b) an option to acquire 22,378 Shares (representing approximately 0.125% of the Company's issued share capital as at the Effective Date) granted as soon as practicable following the completion of a transaction approved by the Board on terms which include an upfront payment of USD24,000,000 and per product downstream milestone payments of USD240,000,000; or

(c) an option to acquire such number of Shares (falling between 0.125% and 0.25% of the Company's issued share capital as at the Effective Date as the Board shall determine in its absolute discretion) granted as soon as practicable following completion of a transaction approved by the Board on terms which include an upfront payment greater than USD24,000,000 but less than USD 30,000,000, and per product downstream milestone payments greater than USD240,000,000 but less than USD 300,000,000.
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Are the licenses granted under this contract non-transferable?
Answer: Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.
Question: Consider the Master Supply Agreement between Premier Nutrition Company, LLC and Fonterra (USA) Inc.; What is the governing law for this contract?
Answer: This Agreement will be governed by the laws of the State of Delaware without regard to its conflicts of law principles.
Question: Consider the Endorsement Agreement between Eco Science Solutions, Inc. and Stephen Marley; What is the governing law for this contract?
Answer: Regardless of the place of execution hereof, this Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Michigan.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Is there an anti-assignment clause in this contract?
Answer: CHT may use third parties to perform its foregoing rights, provided that any such third parties are not competitors of Ehave and shall be subject to confidentiality obligations.
Neither this Agreement nor any rights or obligations hereunder shall be assignable by a Party without the prior written consent of the other Party, provided that either Party shall have the right, on notice to but without the other Party's consent, to assign this Agreement and its rights and obligations contained herein, to an affiliate or to a third party who is not a competitor of the other Party in connection with a sale of all or substantially all of the assigning Party's business or assets relating to this Agreement.
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; What is the notice period required to terminate the renewal?
Answer: This JV Agreement shall become effective on the signing date and shall have a duration of * years, extendable for a further * years, unless notice of non- renewal is sent one year before the natural expiry date.
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; What are the insurance requirements under this contract?
Answer: STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; 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 FOR 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 Service Agreement between BicycleTX Ltd and Nigel Crockett for Chief Business Officer Position; Are there any exceptions to competitive restrictions in this contract?
Answer: save that nothing in this paragraph 13.2 shall prevent you from holding (with the prior written consent of the Company, which shall not be unreasonably delayed or withheld) up to three percent (3%) of the issued equity share capital of any company where those equity shares are listed on a recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000) or traded on the AIM market operated by the London Stock Exchange.
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; What licenses are granted under this contract?
Answer: The NFLA agrees to license such rights to the Company.
Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.
In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Can this contract be terminated for convenience, and under what conditions?
Answer: In addition, CHT may terminate this Agreement and the rights granted hereunder, in whole or in part, and without prejudice to enforcement of any other legal right or remedy (including any express termination right set forth elsewhere in this Agreement), at any time without cause, by providing at least thirty (30) Business Days prior written notice to Ehave, but subject to payment of a termination fee equal to an amount set out in Schedule 6.
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; What are the audit rights under this contract?
Answer: allow COFS or its authorized representatives to enter upon the premises at reasonable times to be arranged in advance of entry
Question: Consider the Master Supply Agreement between Premier Nutrition Company, LLC and Fonterra (USA) Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement will commence on the Effective Date and continue for an Initial Term of five (5) years, and will automatically renew for additional periods of five (5) years unless one Party notifies the other of its intention not to renew, no less than 12 months prior to the expiration of the then-current term, unless terminated as permitted under this Agreement.
Question: Consider the Endorsement Agreement between Eco Science Solutions, Inc. and Stephen Marley; What is the notice period required to terminate the renewal?
Answer: The term of this Agreement shall be for one (1) year commencing on the Effective Date and automatically renewing annually thereafter, unless either party provides a thirty-day notice of written termination one to the other ("Term").
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; What is the renewal term for this contract?
Answer: This JV Agreement shall become effective on the signing date and shall have a duration of * years, extendable for a further * years, unless notice of non- renewal is sent one year before the natural expiry date.
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 14.7 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER ARTICLE 14, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 12.
Question: Consider the Service Agreement between BicycleTX Ltd and Nigel Crockett for Chief Business Officer Position; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and the parties to this Agreement submit to the exclusive jurisdiction of the Courts of England and Wales in relation to any claim, dispute or matter arising out of or relating to this Agreement.
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:   i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).
Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Is there a minimum commitment required under this contract?
Answer: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.
NFLA to feature Company in Weekly Newsletter "Partner Spotlight" a minimum of four (4) times per year.
NFLA to feature Company on all social media channels a minimum of four (4) times per year.
Question: Consider the Endorsement Agreement between Eco Science Solutions, Inc. and Stephen Marley; What is the renewal term for this contract?
Answer: The term of this Agreement shall be for one (1) year commencing on the Effective Date and automatically renewing annually thereafter, unless either party provides a thirty-day notice of written termination one to the other ("Term").
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Does this contract include an exclusivity agreement?
Answer: Subject to Section 2(e), the foregoing appointment is exclusive such that Ehave shall not appoint any other Person to, nor may Ehave itself, sell or resell the use of the Ehave Companion Solution within the Field of Use anywhere in the Territory.
Subject to Section 2(e), the grant set out in Clause 2(b)(i) is exclusive such that Ehave shall not license any other Person to, nor may Ehave itself, license, sub-license the use of, or provide services similar to, the Ehave Companion Solution within the Field of Use anywhere in the Territory.
Notwithstanding anything to the contrary contained herein, the exclusive appointment and license set out in Sections 2(a) and 2(b) shall become non-exclusive if: (i) at any time during the Term hereof, CHT breaches Section 2(d) as determined by arbitration in accordance with Section 19(c) or by a final non-appealable judgment of a court of competent jurisdiction; or (ii) at any time after November 1, 2010 CHT fails to achieve annual revenues of $500,000.
Question: Consider the Master Supply Agreement between Premier Nutrition Company, LLC and Fonterra (USA) Inc.; What is the renewal term for this contract?
Answer: This Agreement will commence on the Effective Date and continue for an Initial Term of five (5) years, and will automatically renew for additional periods of five (5) years unless one Party notifies the other of its intention not to renew, no less than 12 months prior to the expiration of the then-current term, unless terminated as permitted under this Agreement.
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; Are there any services to be provided after the termination of this contract?
Answer: Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.
Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.
Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; What is the expiration date of this contract?
Answer: This JV Agreement shall become effective on the signing date and shall have a duration of * years, extendable for a further * years, unless notice of non- renewal is sent one year before the natural expiry date.
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; What are the audit rights under this contract?
Answer: Upon the written request of a Party ("Requesting Party") with reasonable advance notice and not more than once in each Calendar Year, the other Party shall permit an independent certified public accounting firm of nationally recognized standing selected by Requesting Party and reasonably acceptable to the other Party, at its own expense, to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the reports under Section 8 for any Calendar Year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to the Requesting Party only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Requesting Party in connection with this audit right. This right to audit shall remain in effect throughout the life of this Agreement and for a period of three (3) years after the termination of this Agreement.
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Does this contract include any revenue or profit-sharing arrangements?
Answer: A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.
The NFLA-NC will donate 15% of the above described proceeds to the NFLA.
All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows:   $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC.
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; What licenses are granted under this contract?
Answer: In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:   i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).
Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, "Licensor Marks") in connection with the use of the Titles as set forth in this Agreement. Li
Question: Consider the Service Agreement between BicycleTX Ltd and Nigel Crockett for Chief Business Officer Position; What is the expiration date of this contract?
Answer: Your employment shall commence on 26  September 2019 and shall continue unless and until either party gives notice to the other in accordance with paragraph 11 below.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Is there a non-compete clause in this contract?
Answer: For so long as the appointment set out in Section 2(a) is exclusive, CHT shall not enter into an agreement (a "Competitive Transaction") with any other Person related to the license, sub-license, sale, resale or provide service, solutions, goods or products, that are substantially similar to or competitive with the Ehave Companion Solution.
Question: Consider the Endorsement Agreement between Eco Science Solutions, Inc. and Stephen Marley; What is the expiration date of this contract?
Answer: The term of this Agreement shall be for one (1) year commencing on the Effective Date and automatically renewing annually thereafter, unless either party provides a thirty-day notice of written termination one to the other ("Term").
Question: Consider the Master Supply Agreement between Premier Nutrition Company, LLC and Fonterra (USA) Inc.; What is the expiration date of this contract?
Answer: This Agreement will commence on the Effective Date and continue for an Initial Term of five (5) years, and will automatically renew for additional periods of five (5) years unless one Party notifies the other of its intention not to renew, no less than 12 months prior to the expiration of the then-current term, unless terminated as permitted under this Agreement.