orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Sponsorship Agreement between Intuit Inc. and Stamps.com Inc. for Advertising Promotions; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement, in whole or in part,      ----------      without the other party's written consent (which will not be unreasonably





     withheld or delayed); provided however, that either party may assign its      rights and obligations hereunder in the event of a sale of all, or      substantially all of such party's assets related to this Agreement, whether      by merger, reorganization, operation of law or otherwise, or (2) either      party's assignment and/or delegation of its rights and responsibilities      hereunder to a wholly-owned subsidiary or joint venture in which the      assigning party holds an interest.
Any attempt to assign this Agreement      other than as permitted above will be null and void.
Question: Consider the Amendment No. 3 to Wireless Content License Agreement between Fox Mobile Entertainment, Inc. and Glu Mobile Inc.; What is the expiration date of this contract?
Answer: The rights granted hereunder shall be effective as of the Effective Date and shall expire on December 31, 2006 (the "Term"); provided, however, that with respect to each Property, including Robots, Kingdom of Heaven, Mr. and Mrs. Smith, In Her Shoes, Idiocracy (Oww My Balls) and Ice Age II, all right and licenses granted herein will continue in full force and effect until March 31, 2008."
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; What is the duration of any warranties provided in this contract?
Answer: The first year limited warranty starts on the day of the activation of the Unit on a wireless network.
WLI will provide a one year limited warranty      for its hardware products as per the terms and conditions described in      "Attachment B". The first year warranty starts with the date of shipment      and terminates on the anniversary of the first year.
Within 14 days from discovery of a defect, the Integrator shall notify WLI      in writing of said defect.
Replacement or repaired units will be returned to      the Integrator within 14 working days of receipt of a defective unit at      WLI's cost.
Any implied warranties of the Licensed Software are LIMITED to one year      starting from the date it was shipped to the integrator or starting with      the date specified as the starting date in the leasing and / or purchase      agreement with the Integrator.
Wireless Links (WLI) warrants to the original end user purchaser ("You") that the Equipment will be free from defects in workmanship and materials ("Limited Warranty") for a period of one (1) year from the date of the purchase of the Equipment (the "Warranty Period").
WLI at





its discretion will repair or replace the Equipment in accordance with the terms of this limited warranty and send it back to you.
Any implied warranties of the Licensed Software are LIMITED to one year starting from the date of purchase or for the period described in the contractual agreement with the Power2Ship.
In addition, during the warranty period and/or duration of this agreement WLI from time to time may furnish Power2Ship with further releases of the Licensed Programs to provide corrections of significant programming or software errors.
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; Is there a non-disparagement clause in this contract?
Answer: use of controlled substances, except as prescribed by          a licensed medical professional in the treatment of illness or disease;
acts or omissions reasonably determined by the          Company to be prejudicial or injurious to the business or goodwill of          the Company, its officers, employees, shareholders or products, the          golf industry or professional golf; and
conduct which could reasonably be expected to degrade          the Professional, devalue the services of the Professional or to          bring the Professional into public hatred, contempt, scorn or          ridicule, or that could reasonably be expected to shock, insult or          offend the community or to offend public morals or decency.
Question: Consider the Endorsement Agreement between SPORT-HALEY, INC. and Professional Golfer; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by the           Professional under any circumstances. The Company shall not be           entitled to assign this Agreement to any other party without the           Professional's express prior written consent, except any assignment           by the Company as a result of a stock exchange, merger, consolidation,          or sale of substantially all of the assets of the Company, in which           case not such consent shall be required.
Question: Consider the Sponsorship Agreement between Intuit Inc. and Stamps.com Inc. for Advertising Promotions; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: If Intuit elects to provide advertising, sponsorship or other      -------      promotional space on all or any portion of the Intuit Sites for a Client      Competitor, Intuit agrees to negotiate with Client in good faith regarding      such promotional opportunity.
In the event the parties fail to reach      agreement within ten (10) business days following the commencement of such      good faith negotiations (or such later date as the parties may agree to),      Intuit may offer the opportunity to any third party on terms and conditions      no less favorable then those offered to Client.
Question: Consider the e-business Hosting Agreement between IBM and The Quantum Group Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other.
The assignment of this Agreement, in whole or in part, to any Affiliates in the United States or to a successor organization by merger or acquisition does not require the consent of the other.
Question: Consider the e-business Hosting Agreement between IBM and The Quantum Group Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Customer may terminate this Agreement, or any portion of Services specified herein, for convenience by: providing at least sixty (60) days prior written notice to IBM; and paying the applicable early termination charges specified in Attachment C.
Question: Consider the Amendment No. 2 to Wireless Content License Agreement between Fox Mobile Entertainment, Inc. and Glu Mobile, Inc.; What licenses are granted under this contract?
Answer: Fox grants to Licensee a limited, non-exclusive right and license to distribute the following Wireless Products in connection with the Property "ICE AGE: THE MELTDOWN" in the United States: (A) 2 Scrat voicetones; (B) 2 John Leguizamo voicetones; and (C) 3 premium videos. Fox also grants Licensee a limited, non-exclusive right and license to distribute the following Wireless Products in connection with the Property "ICE AGE 2" outside of the United States: (A) 4 Scrat voicetones; (B) 1 John Leguizamo voicetone; and (C) 3 premium videos. (collectively, "IA2 Audio and Video Wireless Products")
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What happens in the event of a change of control of one of the parties in this contract?
Answer: No Party shall assign this Agreement or any  rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services  and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior  written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations  hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as  the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void.  A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections  16.02.1(c) (4) and 16.02.1(e)(4).
Question: Consider the Endorsement Agreement between SPORT-HALEY, INC. and Professional Golfer; Does this contract include an exclusivity agreement?
Answer: The Professional agrees that, with respect to men's apparel,          he will exclusively endorse and use exclusively in play, practice,           exhibits, clinics and other events open to the media or public, Haley           brand apparel which shall consist of shirts, vests, jackets, sweaters,          pants and shorts (if permitted by applicable rules).
The Professional grants to the Company the exclusive worldwide          right and license to use his name, autograph, likeness, photographs,          electronic media depiction, signature and any other words, symbols or          depiction's which would identify the Professional to the public in           connection with the advertising, promotion, publicizing, sale and           distribution of Haley apparel by the Company.
As described in Section 1(b) above, the Professional          has granted the company an exclusive worldwide right and license          to use his name, autograph, likeness, photographs, electronic media          depiction, signature and any other words, symbols or depiction's          (hereinafter the "Professional's Image") which will identify the          Professional to the public in connection with the advertising,           promotion, publicizing, sale and distribution of Haley apparel.
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; Does this contract include an exclusivity agreement?
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 an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.
The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term.
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 Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; Is there a cap on liability under this contract?
Answer: The warranty and remedies set forth in Exhibit B are exclusive and in lieu of any other warranties or remedies, express or implied, including the implied warranties of merchantability and fitness for intended or particular purpose. The liability of WLI to Power2Ship for any claim whatsoever related to the Products or the Licensed Programs or this Agreement, including any cause of action in contract, tort, or strict liability, shall not exceed the total amount payable under this Agreement by Power2Ship to WLI within the most recent six-month period for the Licensed Programs (if such claim relates to the Licensed Programs), or for the WLI Products (if such claim relates to the WLI Products). Under no circumstances shall WLI be liable to Power2Ship or to any other person or entity for any incidental, special or consequential damages whether arising out of breach of warranty, breach of contract or otherwise even if WLI has been advised of the possibility of such claims or demands.
Neither party shall be liable to the other party for any special, incidental, or consequential damages arising in connection with, or out of termination of, this agreement.
REPAIR OR REPLACEMENT BY WLI AS PROVIDED IN THIS LIMITED WARRANTY IS YOUR EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANTY. WLI SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the term hereof and for a period of two years following termination, ICC, any of  their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:



8.07.1.1 knowingly and intentionally interfere in any way with the contractual relationships existing between or  among any of the PHL Parties or their Affiliates (as the case may be), on the one hand, and any officer,  director, employee, agent, or other representative of any of the PHL Parties or their Affiliates assigned  to assist the Parties or their Affiliates in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales and marketing of the GIE ("PHL GIE Persons"), on the  other;

  8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their  respective contracts, or otherwise change their relationship, with any of the PHL Parties or their  Affiliates; or

  8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE  Persons.
Question: Consider the Sponsorship Agreement between Intuit Inc. and Stamps.com Inc. for Advertising Promotions; Is there a non-compete clause in this contract?
Answer: Throughout the Term Intuit will not place, and will not allow any party      acting on its behalf to place, any graphic, link or other form of      advertising or media on any page of the Quicken.com Site and/or on any page      on the AOL.com Personal Finance Site (other than the Channel Home Page),      which markets or promotes any electronic postage product, postage meter





     and/or service ("Postage Products") offered by a Client Competitor.
If Intuit elects to provide advertising, sponsorship or other      -------      promotional space on all or any portion of the Intuit Sites for a Client      Competitor, Intuit agrees to negotiate with Client in good faith regarding      such promotional opportunity.
Question: Consider the e-business Hosting Agreement between IBM and The Quantum Group Inc.; What is the governing law for this contract?
Answer: This Agreement will be governed by the substantive laws of the State of New York, without regard for its conflict of laws provisions.
Question: Consider the Amendment No. 2 to Wireless Content License Agreement between Fox Mobile Entertainment, Inc. and Glu Mobile, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration of the rights granted to Licensee pursuant to this Amendment 2, Licensee shall pay to Fox, or such other party as Fox may designate in writing, a royalty in the following amount:

(a) From the first unit sold, Fox shall earn a royalty at the rate of ***** percent (*****%) of Licensee's Gross Receipts (as defined in the Agreement) from Licensee's sale and distribution of the IA2 Audio and Video Wireless Products.
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; Is there a non-compete clause in this contract?
Answer: The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.
To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.
The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of





the Company, and not to acquire any such interest during the Term.
Question: Consider the Amendment to Wireless Content License Agreement between Glu Mobile, Inc. and Fox Mobile Entertainment, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Paragraph 1(a) of the Agreement is amended to provide that Fox grants Licensee a worldwide, exclusive (except as otherwise may be provided in the Agreement), non-transferable right and license to distribute video clips for the property "KINGDOM OF HEAVEN" ("KOH Video Clips").
Question: Consider the Sponsorship Agreement between Intuit Inc. and Stamps.com Inc. for Advertising Promotions; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the above, Intuit may include editorial content or tools      about or from a Client Competitor and include Client Competitors in      directory listings.
Question: Consider the Endorsement Agreement between SPORT-HALEY, INC. and Professional Golfer; What is the governing law for this contract?
Answer: This Agreement shall be construed and enforced in            accordance with, and governed by the laws of the State of Colorado           without regard to conflicts of laws principles.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; What are the audit rights under this contract?
Answer: Said examination shall be at WLI's sole cost and expense during normal business hours and upon reasonable notice, and may not be conducted more than once annually; provided, however,                                                           --------  ------- that if such audit reveals an underpayment by Power2Ship of more than 10% for the period audited, Power2Ship shall pay WLI's actual costs and expenses for performing such audit.
WLI, at its own discretion, may visit Power2Ship's warehouse at normal business hours to verify the actual number of Units in inventory and/or the number of Units suspended.
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What is the governing law for this contract?
Answer: This Agreement shall be construed and its provisions interpreted under and in accordance with the internal  Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other  jurisdiction.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; Is there a cap on liability under this contract?
Answer: Licensee's sole and exclusive remedy and VOTOCAST'S sole and exclusive liability for any loss or interruption of Services shall be as follows. For loss or interruption of Services which is not due to scheduled maintenance, and is caused by VOTOCAST, and such loss or interruption of Services exceeds a continual period of one (I) hour per Exhibit C, Licensee shall receive a credit against future Services equal to one-thirtieth (1/30) of the monthly fees for the Services for each cumulative hour, up to a maximum total of the fees charged for Services for the applicable month of the affected Services.
The sole remedy for any breach of Section 6.1 (d) and (e) shall be the provisions in Section 7.1.
The sole remedy for any breach of Section 6.2 (e) shall be the provisions in Section 7.2.
VOTOCAST SHALL HAVE NO LIABILITY WITH RESPECT TO VOTOCAST'S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL. INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE. BUSINESS, OR DATA), EVEN IF VOTOCAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOTOCAST'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO THE AMOUNT OF ALL FEES ACTUALLY RECEIVED BY VOTOCAST FROM LICENSEE UNDER THIS AGREEMENT.
Regardless of any other provision of this Agreement, VOTOCAST shall not be liable by reason of termination of this Agreement for compensation, reimbursement, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases or other commitments made in connection with Licensee's business or otherwise, excluding any amounts paid by Licensee to VOTOCAST pursuant to the terms of this Agreement.
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; What is the governing law for this contract?
Answer: The validity, interpretation,          construction and performance of this Agreement shall be governed in          accordance with the laws of the State of New Jersey without giving          effect to the principles of conflicts of laws of such state.
Question: Consider the Endorsement Agreement between SPORT-HALEY, INC. and Professional Golfer; What is the expiration date of this contract?
Answer: The term of this Agreement shall extend from the date of          execution hereof through and until _______, unless extended by written          agreement of the parties.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; Are there any services to be provided after the termination of this contract?
Answer: Upon expiration of this Agreement or termination by either party, Power2Ship may sell off any remaining inventory of the Products or Licensed Software acquired prior to termination.
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the  provisions of Section 15 of this Agreement ("Term").
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; What is the renewal term for this contract?
Answer: The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.