orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Sponsorship Agreement between PEEK Investments LLC and Sponsors including Platinum Partners Value Arbitrage Fund L.P. and Snowy August Fund I LP; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent  of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.
Question: Consider the Sponsorship Agreement between Intuit Inc. and Stamps.com Inc. for Advertising Promotions; What is the expiration date of this contract?
Answer: Unless otherwise terminated as specified in this Section 12, the      ----      term of this Agreement shall begin on the Effective Date and will not end      until the later of (a) twelve (12) months from the Launch Date; or (2) the      date Intuit displays a total of 176,717,916 Impressions in accordance with      the terms set forth herein ("Term").
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; What licenses are granted under this contract?
Answer: WLI hereby grants to Power2Ship the non-exclusive right and license to distribute certain WLI's products and services (the "Products" or "Units") and software programs ("Licensed Programs") to Power2Ship's customers (which are end users) located in North America.
The MidLink software is licensed to Power2Ship for the exclusive use with WLI's products. Power2ship commits not to connect to WLI's MidLink software using any other wireless devices and /or terminal (s) and /or GPS devices other than WLI branded products.
Power2Ship may use for purposes of this Agreement such trademarks and trade names as appear on the Products and on promotional materials therefore when received by Power2Ship from WLI.
Question: Consider the Amendment to Wireless Content License Agreement between Glu Mobile, Inc. and Fox Mobile Entertainment, Inc.; What licenses are granted under this contract?
Answer: Licensee shall have the non-exclusive right and license to develop and distribute ICE AGE 2 Wireless Products during the Term of the Agreement for all Wireless Products set forth in this Paragraph 2(c) except the Game, for which Licensee shall have the exclusive right and license to develop and distribute until December 31, 2006.
Notwithstanding the foregoing, in no event will Fox develop, publish and/or distribute games derived from the Property "ICE AGE 2" prior to January 1, 2007.
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 Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Under the terms and conditions of this Agreement, VOTOCAST hereby grants to Licensee a nonexclusive, nontransferable license, to access the Services and provide Licensee's users ("Licensee Users") with access to the Services.
Question: Consider the Amendment to Wireless Content License Agreement between Glu Mobile, Inc. and Fox Mobile Entertainment, Inc.; Is there a minimum commitment required under this contract?
Answer: In addition to any outstanding Guarantee payments which Licensee shall pay to Fox as set forth in Paragraph 3 of this Amendment below, Licensee shall pay to Fox a minimum recoupable guarantee of ***** dollars (US$*****) on or before ***** ("ICE AGE 2 Guarantee"), and



*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

Source: GLU MOBILE INC, S-1/A, 3/19/2007







Fox shall earn, and Licensee shall pay the applicable Major Release Royalties as set forth in Paragraph 7(a)(i) of the Agreement in connection with the property "ICE AGE 2".
Furthermore, pursuant to Paragraph 2(c)(ii) of this Amendment, Licensee shall pay to Fox an additional minimum recoupable guarantee of ***** dollars (US$*****).
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Are there any third-party beneficiaries designated in this contract?
Answer: Notwithstanding the foregoing, UTK may assign this Agreement or any portion of its Compensation as outlined herein to its subsidiaries in its sole discretion.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; What licenses are granted under this contract?
Answer: Under the terms and conditions of this Agreement, VOTOCAST hereby grants to Licensee a nonexclusive, nontransferable license, to access the Services and provide Licensee's users ("Licensee Users") with access to the Services
Licensee hereby grants to VOTOCAST a non-exclusive, worldwide, royalty-free license during the term of this Agreement to edit, modify. adapt. translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use Licensee Content as necessary to render Services to Licensee under this Agreement.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Are there any third-party beneficiaries designated in this contract?
Answer: It is understood that Duval is not a party hereto and has no liability hereunder but is an intended specific third party creditor beneficiary hereof.
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; What is the expiration date of this contract?
Answer: The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the "Term").
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; What are the insurance requirements under this contract?
Answer: Company shall provide and maintain, at its own expense, commercial general liability insurance and advertising injury coverage, with limits of not less than One Million Dollars ($1,000,000.00), and shall cause such policy to be endorsed to state that Duval is an additional named insured thereunder. A certificate of insurance evidencing such coverage shall be furnished to Duval within thirty (30) days of the full execution of this Agreement. Such insurance policy shall provide that the insurer shall not terminate or materially modify such policy or remove Duval as an additional named insured without prior written notice to Duval at least twenty (20) days in advance thereof.
Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance with limits no less than Three Million Dollars ($3,000,000) and naming Licensor and Duval as additional named insureds. Within thirty (30) days from the date hereof, Company will submit to Licensor evidence of such policy, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; Is there a minimum commitment required under this contract?
Answer: Notwithstanding the foregoing, Power2Ship is obligated to pay the License Fee to WLI for a minimum of 36 months.
Once the monthly License Fee for a particular Unit has started, it will continue for a minimum of 36 consecutive months with the only exception being that should Power2Ship uninstall a particular Unit from one customer and install it at another customer, Power2Ship is permitted to suspend the monthly License Fee for that particular Unit for a maximum of 2 months during the life of this Agreement.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for providing these Services, AVDU shall pay UTK $120,000 worth of unregistered shares of common stock (31,413 shares) upon the execution of this Strategic Alliance Agreement.
Question: Consider the Amendment to Wireless Content License Agreement between Glu Mobile, Inc. and Fox Mobile Entertainment, Inc.; Does this contract include an exclusivity agreement?
Answer: Licensee shall have the non-exclusive right and license to develop and distribute ICE AGE 2 Wireless Products during the Term of the Agreement for all Wireless Products set forth in this Paragraph 2(c) except the Game, for which Licensee shall have the exclusive right and license to develop and distribute until December 31, 2006. For the avoidance of doubt, Licensee's right and license to develop and distribute the Game in connection with the Property "ICE AGE 2" shall become non-exclusive after December 31, 2006.
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 Wireless Content License Agreement between Twentieth Century Fox Licensing & Merchandising and Sorrent, Inc.; Is there a cap on liability under this contract?
Answer: THE PROVISIONS OF THIS PARAGRAPH 14 SET FORTH EACH PARTY'S SOLE AND EXCLUSIVE OBLIGATIONS AND REMEDIES WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND UNLESS OTHERWISE STIPULATED BY JUDICIAL ORDER.
No legal action shall be brought by Licensee under this Agreement unless commenced within 12 months from the date the cause of action arose.
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; What licenses are granted under this contract?
Answer: Licensor hereby grants to Licensee a non- exclusive, worldwide right to use and reproduce the Master Copy of each Licensed Product and the related Documentation during the term of this Agreement for testing, demonstration to Redistributors. and Customers, support and maintenance, if any, back-up and archive purposes.
Licensor hereby grants to Licensee an exclusive in the Territory to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and sublicense Sublicense Copies and copies of the Documentation, together with any copies of promotional and other materials which Licensor may produce or obtain from time to time to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement by any one or more of the following means:

     (a)  TO A REDISTRIBUTOR: To a Redistributor pursuant to a Redistributor           Agreement containing substantially the same terms and conditions as           are set forth in this Agreement (subject to Section 2.5) and a           Sublicense with each Customer of Redistributor in accordance with           subsection 2.2(b); or

     (b)  TO CUSTOMERS: Pursuant to a Sublicense signed by the Customer.
Licensor hereby grants to Licensee a non-exclusive right to use the trademarks, service marks, trade names, copyrights, logos and designations (collectively, the "Marks") relating to the Licensed Products or the Documentation during the term of this Agreement in the marketing by Licensee of the Licensed Products, provided that such Marks clearly indicate Licensor as the owner of the Marks whenever the Licensed Product or Documentation is first mentioned in any written material referencing the Licensed Product and the proper symbol is used in a superscript following the Marks.
Question: Consider the Sponsorship Agreement between PEEK Investments LLC and Sponsors including Platinum Partners Value Arbitrage Fund L.P. and Snowy August Fund I LP; 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 New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement  shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; Does this contract include any revenue or profit-sharing arrangements?
Answer: Power2Ship will pay WLI 10% of any activation commissions ("Unit Commissions"), if any, it receives as a result of any Unit activated on a specific wireless network.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; How is intellectual property ownership assigned in this contract?
Answer: To the extent, if any, that ownership of the VOTOCAST Materials does not automatically vest in VOTOCAST by virtue of this Agreement or otherwise, Licensee hereby transfers and assigns to VOTOCAST all rights, title and interest which Licensee may have in and to the VOTOCAST Materials.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Is there a cap on liability under this contract?
Answer: Notwithstanding anything to the contrary herein, in the event Company incurs any expenses, damages or other liabilities (including, without limitation, reasonable attorneys' fees) in connection with the performance or non-performance of any term or provision hereof, Licensor's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to Licensor by Company. In no event will Licensor be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or non-performance of this Agreement, whether or not Licensor had been advised of the possibility of such damages.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Is there an anti-assignment clause in this contract?
Answer: The benefits of the Agreement shall inure to the respective successors and assignees of the parties and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations of UTK under this Agreement may not be assigned or delegated without the prior written consent of AVDU and any such purported assignment shall be null and void.
Question: Consider the Sponsorship Agreement between PEEK Investments LLC and Sponsors including Platinum Partners Value Arbitrage Fund L.P. and Snowy August Fund I LP; What is the expiration date of this contract?
Answer: This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time,  on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the  expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;  and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated  by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall  survive any such termination.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; Are there any price restrictions or controls specified in this contract?
Answer: VOTOCAST expressly reserves the right to change its rates charged hereunder for the Services during any Renewal Term (as detined herein) but agrees that rates may not increase by more than ten percent (10%) during any Renewal Term. If circumstances require VOTOCAST to raise its rates more than ten percent (10%) during any Renewal Term, VOTOCAST will provide Licensee cost related supporting documentation to justify the rate increase. VOTOCAST will give Licensee at least thirty (30) days prior written notice of any rate changes during any Renewal Term.
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Is there a minimum commitment required under this contract?
Answer: Licensor may terminate this Agreement:

    (1)   Upon ninety (90) days prior written notice if Licensee does not enter            into Sublicenses and other agreements relating to the Licensed            Products with Redistributors and Customers that result in fees payable           to Licensor hereunder in an aggregate amount equal to or greater than            the Quota Amount for any year during the term hereof.  As used herein,           the term "Quota Amount" means $50,000 for each of the first and second           years of the original term of this Agreement and an amount agreed to            in writing by the parties hereto in respect of any subsequent one year           renewal term (provided that such amount equals or exceeds $50,000).             If Licensor fails to deliver notice of termination pursuant to this            subsection 14.2(b)(1) within six (6) months after the end of the term           to which such termination relates, Licensor will be deemed to have            waived such termination right in respect of such term (but not in            respect of subsequent terms);
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; What licenses are granted under this contract?
Answer: In consideration of the remuneration to be paid to Licensor pursuant hereto, Licensor grants to Company the right and license during the Contract Period to use the Duval Identification solely in connection with the advertisement and promotion of Company's Products within the Contract Territory as set forth herein.
It is understood that Company may not use the Duval Identification in connection with any items for sale or resale, other than Company Products as specified herein.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either party without the prior written consent of the other party.
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; Is there a covenant not to sue included in this contract?
Answer: ISO agrees to never contest the ownership of these marks and Visa and/or MasterCard may at any time immediately and without advance notice prohibit ISO from using their respective marks.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement at any time with 30 days written notice.
Either party may terminate this agreement at any time with 30 days written notice.
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Licensee shall pay to Licensor for each Licensed Product licensed to a           Redistributor or a Customer a licensee fee equal to 50% of all            revenues received (without deduction for value added tax, if any, but           excluding any revenues for maintenance and support or upgrade            services, which revenues are covered in paragraph (b) below) by            Licensee under the Redistributor Agreement or Sublicense applicable           to such Licensed Product.
Licensee shall pay to Licensor for maintenance and support and upgrade           services provided under the applicable Sublicense or other written           maintenance and support agreement with or approved by Licensee for           each of the Licensed Products a fee equal to 50% of all revenues           received (without deduction for value added tax, if any) by Licensee           from a Redistributor or Customer relating to maintenance and support           services or services for Upgrades or upgrades of systems for such           Licensed Product.
Question: Consider the Wireless Content License Agreement between Twentieth Century Fox Licensing & Merchandising and Sorrent, Inc.; What are the audit rights under this contract?
Answer: On reasonable notice, each party shall have the right to examine said books and records; provided that such examination will be made no more than twice in any given twelve month period, and shall be made during normal business hours.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign this Agreement or otherwise transfer in any way any of the rights and obligations arising out of this Agreement without the prior written consent of the other Party.
Any attempted assignment or delegation without such prior written consent, except as expressly set forth herein, will be void, or at the non-assigning Party's sole discretion, may be treated as fully binding upon and in force and effect against any such successor or assign.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; How is intellectual property ownership assigned in this contract?
Answer: In the event that, prior to commencement of the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and/or trademarks to be assigned and transferred to Licensor forthwith.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; What is the governing law for this contract?
Answer: This Agreement, its interpretation and construction, and the remedies for its enforcement or breach are to be applied in accordance with the laws of the State of New Jersey.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Is there a clause preventing the solicitation of employees in this contract?
Answer: AVDU agrees that for a twenty four months (24) following the execution of this Agreement, AVDU shall not, without UTEK's prior written consent, directly or indirectly solicit for employment any present employee of UTEK, or request induce or advise any employee of UTEK to leave the employ of UTEK. In turn, UTEK agrees that it will not directly or indirectly solicit any present employee of AVDU.