orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there a covenant not to sue included in this contract?
Answer: Neither Vyera, nor any of its Affiliates shall directly or indirectly, challenge, or assist any Third Party to dispute or challenge, in a legal or administrative proceeding the patentability, enforceability or validity of any CytoDyn Patents.
CytoDyn shall have the right to terminate this Agreement in its entirety upon written notice to Vyera on the occurrence of any of the following: (a) Vyera or any of its Affiliates directly or indirectly, challenges, disputes, or assists any Third Party to dispute or challenge, in a legal or administrative proceeding the patentability, enforceability or validity of any CytoDyn Patents;
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this                   Agreement, Sponsor hereby grants to Excite a royalty-free,                   non-exclusive, worldwide license to use, reproduce,                   distribute, transmit and publicly display the Content in                   accordance with this Agreement and to sub-license the Content                   to Excite's wholly-owned subsidiaries or to joint ventures in                   which Excite participates for the sole purpose of using,                   reproducing, distributing, transmitting and publicly                   displaying the Content in accordance with this Agreement
Each party hereby grants to the other a non-exclusive, limited                   license to use its trademarks, service marks or trade names                   only as specifically described in this Agreement.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What are the audit rights under this contract?
Answer: During the 18-month period following the payment by one Party of any amount due under this Agreement to the other Party, the Party receiving payment (the "Auditing Party") shall have the right, at its own expense, to have an independent "Big Five" accounting firm (the "Auditor") audit the financial records of the other Party (the "Audited Party") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 8% of the amount owed, in which case an audit may be performed no more frequently than twice in any 12-month period.
The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; Is there an anti-assignment clause in this contract?
Answer: Licensee may not assign, transfer, pledge, mortgage or otherwise encumber this Agreement or its right to use the Brand (or assume this Agreement in bankruptcy), in whole or in part, without the prior written consent of Licensor in its sole discretion, except for an assignment outside of bankruptcy to a successor organization that is solely the result of a name change by Licensee.
Question: Consider the Consulting Agreement between Slinger Bag Inc. and Aitan Zacharin for Investor Relations and Corporate Development; What is the expiration date of this contract?
Answer: Unless terminated earlier in accordance with the provisions hereof, this Agreement will commence on the Effective Date and will continue for a period of three (3) years therefrom (the "Term").
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What are the insurance requirements under this contract?
Answer: Each Party, at its own expense, shall maintain comprehensive general liability, product liability and other appropriate insurance for the activities such Party undertakes pursuant to this Agreement, from reputable and financially secure insurance carriers in a form and at levels consistent with sound business practice and adequate in light of its obligations under this Agreement. Each Party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to the other Party upon reques
Each Party shall provide the other Party with prompt written notice of any cancellation, non-renewal or material change in such insurance that could materially adversely affect the rights of the other Party hereunder, and shall provide such notice within thirty (30) days after any such cancellation, non-renewal or material change.
Question: Consider the Amended and Restated Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company; What is the expiration date of this contract?
Answer: Unless earlier terminated in accordance with this paragraph 7, this Agreement shall continue indefinitely.
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; Are there any exceptions to competitive restrictions in this contract?
Answer: The Franchisee will not attempt,  directly or  indirectly,  to entice or induce any employee of BKC or of an  Affiliate  of BKC or of  another  franchisee  of BKC to leave such employment,  nor to employ such employee  within six (6) months after his or her termination  of  employment  with such  employer,  except with the prior written consent of such employer.
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Does this contract provide for joint intellectual property ownership?
Answer: Data relating to the use of the Co-Branded Pages will                   be jointly owned and shared by both parties.
Question: Consider the Second Amendment to Manufacturing Agreement between Stremick's Heritage Foods, LLC and Premier Nutrition Corporation; What is the expiration date of this contract?
Answer: This Second Amendment shall be effective from The Second Amendment Effective Date and shall expire on December 31, 2021.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Are there any services to be provided after the termination of this contract?
Answer: If a Termination Notice is sent, the parties shall promptly meet to discuss a phase-out of the Co-Branded Sites and all Links and transfers of Product Listings set forth herein.
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; Can this contract be terminated for convenience, and under what conditions?
Answer: Licensor reserves the right to terminate this Agreement immediately upon written notice for any reason, including if the usage of the Brand is not in compliance with the standards and policies.
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there a cap on liability under this contract?
Answer: EXCEPT FOR A PARTY'S OBLIGATIONS SET FORTH IN THIS ARTICLE 13, AND ANY BREACH OF ARTICLE 10 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR THE OTHER PARTY'S AFFILIATES OR SUBLICENSEES) IN CONNECTION WITH THIS AGREEMENT FOR LOST REVENUE, LOST PROFITS, LOST ROYALTIES, LOST SAVINGS, LOSS OF USE, DAMAGE TO GOODWILL, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FOR CLARITY AND NOTWITHSTANDING THE PROVISIONS OF THE FIRST SENTENCE OF THIS SECTION 13.5, ROYALTIES AND MILESTONES PAYABLE TO CYTODYN IN CONNECTION WITH VYERA'S COMMERCIALIZATION OF LICENSED PRODUCTS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT COULD CONSTITUTE DIRECT DAMAGES TO THE EXTENT AWARDED IN ACCORDANCE WITH ARTICLE 12.
Question: Consider the Maintenance Agreement between Universal Access, Inc. and CityNet Telecommunications, Inc.; What are the insurance requirements under this contract?
Answer: The Provider will obtain and maintain appropriate liability insurance in an amount of not less than $1,000,000 combined single limit for accidents or occurrences which cause bodily injury, death or property damage related to the performance of the Services. The insurance policy willname the Company as an additional insured.
Such certificate will provide that there shall be no cancellation, non-renewal, or modification of such coverage without thirty days' prior written notice to the Company.
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; What is the governing law for this contract?
Answer: This Agreement shall become valid when executed  and  accepted  by BKC in  Miami,  Florida;  it shall be  governed  and construed under and in accordance with the laws of the State of Florida; U.S.A.; provided,  however,  that since the Franchisee is a corporation formed under the laws of the  Republic  of  Poland  which is not doing  business  in the State of Florida, the Florida Franchise Act, Florida Statutes Section 817.416(1971) shall not apply to this Agreement.
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Is there a minimum commitment required under this contract?
Answer: During the first year of the sponsorship following the                   Commencement Date, Excite will deliver not less than                   [****] Impressions on the Excite Site.
During the second year of the sponsorship following the first                   anniversary of the Commencement Date, Excite will deliver not                   less than [****] Impressions on the Excite Site.
If Excite fails to deliver the guaranteed number of                   Impressions on the Excite Site during the first year, Excite                   will use commercially reasonable efforts to "make good" the                   shortfall.
If Excite fails to deliver the guaranteed number of                   Impressions on the Excite Site during the second year, Excite                   will use commercially reasonable efforts to "make good" the                   shortfall within [****] following the second year end.
Question: Consider the Amendment No. 1 to Manufacturing Agreement between Stremick's Heritage Foods, LLC and Premier Nutrition Corporation; Is there a minimum commitment required under this contract?
Answer: During the Term of this Agreement, Premier shall be required to purchase a Minimum Annual Order Volume ("MAOV") of [***] ("Units") for the twelve-month period commencing July 1, 2018 and ending June 30, 2019.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Are the licenses granted under this contract non-transferable?
Answer: VerticalNet hereby grants to Neoforma a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the operation of the Neoforma Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.
Any Advertising inventory that Neoforma appoints VerticalNet to arrange to sell shall not also be appointed to any third party to arrange for sale to third parties.
VerticalNet hereby grants to Neoforma a non-exclusive, non-transferable, royalty-free, right and license to link to the VerticalNet Sites through a VerticalNet Link.
Neoforma hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the Neoforma Sites through a Neoforma Link.
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; What is the governing law for this contract?
Answer: THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there uncapped liability under this contract?
Answer: EXCEPT FOR A PARTY'S OBLIGATIONS SET FORTH IN THIS ARTICLE 13, AND ANY BREACH OF ARTICLE 10 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR THE OTHER PARTY'S AFFILIATES OR SUBLICENSEES) IN CONNECTION WITH THIS AGREEMENT FOR LOST REVENUE, LOST PROFITS, LOST ROYALTIES, LOST SAVINGS, LOSS OF USE, DAMAGE TO GOODWILL, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Maintenance Agreement between Universal Access, Inc. and CityNet Telecommunications, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT AS STATED ABOVE, THE PROVIDER'S OBLIGATIONS UNDER THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. ALL IMPLIED WARRANTIES ARE LIMITED TO THE DURATION OF THIS AGREEMENT. A PARTY'S TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE:   (a) FOR BODILY INJURY OR DEATH TO ANY PERSON PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE, THE AMOUNT OF DIRECT DAMAGES PROVEN;   (b) FOR LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE, THE AMOUNT OF DIRECT DAMAGES PROVEN;   (c) FOR ANY DAMAGES ARISING OUT OF THE WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY, THE AMOUNT OF DIRECT DAMAGES PROVEN;   (d) FOR ALL OTHER DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED UNDER THIS AGREEMENT, EACH PARTY'S LIABILITY TO THE OTHER PARTY DURING ANY TWELVE (12) MONTH PERIOD SHALL BE LIMITED TO THE LESSOR OF (i) DIRECT DAMAGES PROVEN BY THE PARTY, OR (ii) THE AMOUNT PAID BY THE COMPANY TO THE PROVIDER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
THE PROVIDER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR LOSS OF PROFIT, ARISING OUT OF THE PROVISION OF THE SERVICES OR REPAIRS, NOTWITHSTANDING ADVANCE NOTICE FROM THE COMPANY THAT THE POSSIBILITY OF SUCH DAMAGE OR LOSS EXISTS.
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; Is there a cap on liability under this contract?
Answer: THE PARTIES ACKNOWLEDGE THAT LIQUIDATED DAMAGES PAYABLE BY YOU UNDER THIS AGREEMENT (WHETHER PRE-OPENING LIQUIDATED DAMAGES OR LIQUIDATED DAMAGES FOR EARLY TERMINATION) ARE NOT PUNITIVE OR EXEMPLARY DAMAGES.
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; 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), except that no such                   consent will be required in connection with (i) a merger,                   reorganization or sale of all, or substantially all, of such                   party's assets or (ii) either party's assignment and/or                   delegation of its rights and responsibilities hereunder to a                   wholly-owned subsidiary or joint venture in which such party                   holds a controlling interest. Any attempt to assign this                   Agreement other than as permitted above will be null and void.
Question: Consider the Manufacturing Agreement between Stremicks Heritage Foods, LLC and Premier Nutrition Corporation; What are the audit rights under this contract?
Answer: Upon reasonable notice, and during normal operating hours, Heritage shall permit Premier or its representatives reasonable access to portions of the Heritage Facilities, the Jasper Facility or any other Facility used to produce the Products for the purpose of ascertaining Heritage's and Jasper's compliance with good manufacturing practices and Premier's Specifications and Post Holdings' Quality Expectations.
Upon reasonable notice, Heritage shall allow, and Heritage shall ensure that Japer allows, Premier access to such records during normal working hours.
Premier, shall have the right, directly or through its representative, to inspect, copy, and audit all such records upon reasonable request and during normal business hours, acknowledging that access to accounting and purchasing records will be limited to those supporting pass-through materials costs and purchases of Premier specified equipment if any.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; How is intellectual property ownership assigned in this contract?
Answer: VerticalNet shall register and own the domain name and the URL used in connection with the Co-Branded Career Center, subject, however, to Neoforma's agreement on the name to be used for the URL, which domain name and URL shall be mutually agreed upon by the Parties.
VerticalNet shall register and own the domain name and the URL used in connection with the Co-Branded Training and Education Center, subject, however, to Neoforma's agreement on the name to be used for the URL, which domain name and URL shall be mutually agreed upon by the Parties.
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; What is the expiration date of this contract?
Answer: The term of this Agreement commences on the Effective Date and continues in perpetuity, unless termination occurs pursuant to Sections 4.2 through 4.4.
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What are the audit rights under this contract?
Answer: To the extent permitted under Applicable Law and, if applicable, its relevant Third Party agreements, (a) CytoDyn shall provide Vyera with reasonable advance notice of any scheduled regulatory inspection of CytoDyn or Third Party Manufacturing facilities used for supply of the Licensed Product as contemplated by Article 6, and (b) Vyera shall be allowed to participate in any pre-approval readiness activities and audits for CytoDyn or its Third Party Manufacturing facilities.
Upon reasonable prior notice, but not more than once per Calendar Year, such records of Vyera and its Affiliates shall be available during Vyera's and its Affiliates regular business hours for a period of three (3) years from the end of the Calendar Year to which they pertain for examination at the expense of CytoDyn by an independent certified public accountant selected by CytoDyn and reasonably acceptable to Vyera, for the sole purpose of verifying the accuracy of the financial reports and correctness of the payments furnished by Vyera pursuant to this Agreement.
Question: Consider the Maintenance Agreement between Universal Access, Inc. and CityNet Telecommunications, Inc.; Is there an anti-assignment clause in this contract?
Answer: The Company shall not sell, transfer or otherwise attempt to convey or dispose of any part of the Fiber Ring Assets, other than sales and leases of capacity or of individual fiber strands in the ordinary and usual course of business unless the Provider consents to such transaction, which consent will not be withheld if, (a) the proposed transferee consents in writing to the assumption of all obligations of the Company under this Agreement, including those obligations to be undertaken under other agreements pursuant to Section 3.3, and (b) all governmental approvals (under City Rights Agreements or otherwise) have been obtained, with the Provider having the right (if it elects) to coordinate such efforts if it is the counterparty under such agreements requiring approval (with the Company to pay the reasonable costs of doing so).
This Agreement and the rights and obligations hereunder may be assigned by the Provider upon written notice to the Company.
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; What are the audit rights under this contract?
Answer: You will permit us to inspect your books and records at all reasonable times.
During the Term and for two (2) years thereafter, we and our authorized agents have the right to verify Operational Information required under this Agreement by requesting, receiving, inspecting and auditing, at all reasonable times, any and all records referred to above wherever they may be located (or elsewhere if we request).
If the audit or inspection reveals that the underpayment is willful, or is for five percent (5%) or more of the total amount owed for the period being inspected, you will also reimburse us for all inspection and audit costs, including reasonable travel, lodging, meals, salaries and other expenses of the inspecting or auditing personne
Question: Consider the Manufacturing Agreement between Stremicks Heritage Foods, LLC and Premier Nutrition Corporation; Are there any services to be provided after the termination of this contract?
Answer: In addition, Premier shall purchase all Products and ingredients, packaging and material Heritage has on hand and not previously billed to Premier at the time of the termination that are used solely for the production of the Products, if any exist.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Does this contract include any volume restrictions?
Answer: Thereafter, VerticalNet shall place button Links to Neoforma Shop or Neoforma Auction on unsold third-party advertising inventory (up to [*] of the total third party advertising inventory) on the home pages of the VerticalNet Medical Online Communities as frequently as VerticalNet places internal advertisements on such advertising inventory and (b) the site located at www.meddeals.com.
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; Is there a covenant not to sue included in this contract?
Answer: Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.
Question: Consider the Maintenance Agreement between Universal Access, Inc. and CityNet Telecommunications, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Notwithstanding the foregoing, either party may terminate this Agreement at any time without liability by providing one hundred eighty (180) days written notice to the other party.