orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Is there a covenant not to sue included in this contract?
Answer: Individual hereby releases and discharges Lifeway from any and all claims, demands, or causes of action in law or equity that he or she may have or may hereafter acquire, including without limitation in connection with any prior use, reuse, publication, reproduction, performance, copy, creation of derivative works, exhibition, broadcast, and display of the name, image and likeness of Individual and any and all claims for libel, slander, invasion of privacy, copyright or trademark violation, right of publicity, or false light, that may arise out of or in connection with the use of the Marketing Materials in accordance with this Agreement.
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.
Question: Consider the Master Franchise Agreement between Smaaash Entertainment Private Limited and I-AM Capital Acquisition Company for Smaaash Centres; What is the governing law for this contract?
Answer: The parties hereto have expressly agreed that this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed and fully to be performed therein, to the exclusion of any other applicable body of governing law.
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Does this contract include an unlimited or all-you-can-eat license?
Answer: Multiple viewings of the Licensed Program shall be permitted during the Viewing Period for no additional fee and all such viewings shall be considered a single exhibition of the Licensed Program for the purposes of calculating License Fees hereunder.
Question: Consider the Supply Agreement between HOVIONE INTER AG and INTERSECT ENT, Inc. for Active Pharmaceutical Ingredients; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the case that either company is acquired by, or merges with, another company which has reason to not wish to continue the relationship, that company may make a contract buyout payment [*] for the [*], with a [*] buyout payment amount of [*].
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; Are the licenses granted under this contract non-transferable?
Answer: No license granted by either party under this IP Agreement includes the right to grant sublicenses.
Question: Consider the Agency Agreement for Subscription and Public Offerings between AFSALA Bancorp, Inc., Amsterdam Federal Savings and Loan Association, and Capital Resources, Inc.; What are the insurance requirements under this contract?
Answer: The  Association  is a  member  of the  FHLBNY,  and the deposit  accounts of the  Association  are insured by the FDIC up to the maximum amount  allowed  under  law  and to the  best  of such  counsel's  knowledge  no proceedings  for the  termination or revocation of such insurance are pending or threatened;  and the description of the liquidation  account as set forth in the Registration  Statement  and the  Offering  Prospectus  under the  caption  "The Conversion - Effects of Conversion to Stock Form on Depositors  and Borrowers of the  Bank -  Liquidation  Account"  has been  reviewed  by such  counsel  and is accurate in all material respects.
Question: Consider the Collaboration Agreement for Vehicle Leasing Services between Didi Chuxing Technology Co., Ltd. and Hunan Ruixi Financial Leasing Co., Ltd.; Are there any services to be provided after the termination of this contract?
Answer: After the termination of this Agreement, Party B shall strictly perform the Financial Leasing Agreement signed with the Driver User until the lease expires.
Question: Consider the Service Agreement between Theravance Biopharma UK Limited and Brett Haumann; Is there a covenant not to sue included in this contract?
Answer: If the Executive's employment is terminated at any time by reason of any reconstruction or amalgamation of any Group Company, whether by winding up or otherwise, and the Executive is offered employment with any concern or undertaking involved in or resulting from the reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this Agreement, the Executive acknowledges and agrees that there shall be no claim against the Company or any undertaking arising out of or connected with such termination.
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings.
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; How is intellectual property ownership assigned in this contract?
Answer: SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any  patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or  reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to  assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any  and all necessary patent offices and/or governmental agencies.
All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any  material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who  have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire  agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any  part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their  right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work  for SONY or any Affiliate.
Question: Consider the Master Franchise Agreement between Smaaash Entertainment Private Limited and I-AM Capital Acquisition Company for Smaaash Centres; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence as of the Effective Date and shall continue until terminated as hereinafter provided (the "Term").
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; What licenses are granted under this contract?
Answer: Licensor grants to Rogers the non-exclusive license and right to distribute and exhibit in Canada (the "Territory") all entertainment programming to which Licensor owns or controls the VOD distribution and exhibition rights in the Territory (collectively, "Licensed Programs") to residential subscribers of Rogers' digital cable television service on a Video-on-Demand ("VOD") basis.
During the Term, Rogers shall have the non-exclusive right to distribute and exhibit each Licensed Program on a VOD basis for a period of ninety (90) consecutive days, or such longer period as may be agreed to by Rogers and Licensor (the "License Period").
Question: Consider the Supply Agreement between HOVIONE INTER AG and INTERSECT ENT, Inc. for Active Pharmaceutical Ingredients; What is the governing law for this contract?
Answer: This Agreement is to be governed by and construed in accordance with the laws of the State of New York, United States, notwithstanding any conflict of law provisions to the contrary.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Are there any third-party beneficiaries designated in this contract?
Answer: iPass and its suppliers shall be deemed to be third-party beneficiaries of this agreement, with the right to enforce the terms of this agreement.
Question: Consider the Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd.; What is the governing law for this contract?
Answer: The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.
Question: Consider the Agency Agreement for Subscription and Public Offerings between AFSALA Bancorp, Inc., Amsterdam Federal Savings and Loan Association, and Capital Resources, Inc.; Is there a cap on liability under this contract?
Answer: It is expressly agreed that Capital  Resources shall not be liable for any loss,  liability,  claim, damage or expense or be required to contribute any amount which in the aggregate  exceeds the amount paid  (excluding  reimbursable expenses) to Capital  Resources under this Agreement.
Question: Consider the Collaboration Agreement for Vehicle Leasing Services between Didi Chuxing Technology Co., Ltd. and Hunan Ruixi Financial Leasing Co., Ltd.; Is there an anti-assignment clause in this contract?
Answer: During the term of this Agreement, neither party may assign, or transfer its rights and obligations under this Agreement in whole or in part, without the prior written consent of the other party.
Question: Consider the Service Agreement between Theravance Biopharma UK Limited and Brett Haumann; Does this contract provide for joint intellectual property ownership?
Answer: To the extent that the Company IP does not vest automatically in the Company the Executive hereby assigns all right, title and interest in the Company IP to the Company with full title guarantee by way of a present assignment of all future rights and shall otherwise hold them on trust for the Company.
Question: Consider the Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd.; What is the expiration date of this contract?
Answer: This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of  each Party and have a term of five (5) years commencing as of the effective date hereof.
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Does this contract include an unlimited or all-you-can-eat license?
Answer: Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings.
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Is there a minimum commitment required under this contract?
Answer: Licensor shall make available to Rogers, on a free trial basis and at no cost to Rogers, not less than ten (10) Licensed Programs at all times during the Term (each, a "Promotional Program") for distribution and exhibition on the ROD Service to promote the Licensed Programs and the ROD Service.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there a cap on liability under this contract?
Answer: EACH PARTY'S MAXIMUM LIABILITY FOR DAMAGES CAUSED BY ITS FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT IS LIMITED TO: (A) PROVEN DIRECT DAMAGES FOR CLAIMS ARISING OUT OF PERSONAL INJURY OR DEATH, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE PARTY'S NEGLIGENT OR WILLFUL MISCONDUCT; AND (B) PROVEN DIRECT DAMAGES FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE LICENSED SOFTWARE OR SERVICES, NOT TO EXCEED AN AMOUNT EQUAL TO THE AMOUNT OF FEES ACTUALLY PAID BY CHANNEL PARTNER TO IPASS DURING THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. ALL CLAIMS AGAINST THE PARTIES WILL BE AGGREGATED TO DETERMINE SATISFACTION OF THIS LIMIT, AND MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT.
NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE, THE SERVICES OR DOCUMENTATION, WHETHER FROM BREACH OF CONTRACT OR WARRANTY, FROM NEGLIGENCE, STRICT LIABILITY OR OTHER CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHANNEL PARTNER, IPASS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE.
Question: Consider the Agency Agreement for Subscription and Public Offerings between AFSALA Bancorp, Inc., Amsterdam Federal Savings and Loan Association, and Capital Resources, Inc.; Is there a minimum commitment required under this contract?
Answer: In the event  the  Company  is  unable  to sell a  minimum  of 935,000  Shares  within  the  period  herein  provided,   this  Agreement  shall terminate,  and the Company shall refund to any persons who have  subscribed for any of the Shares,  the full amount  which it may have  received  from them plus accrued  interest  as set  forth  in the  Offering  Prospectus;  and none of the parties  to this  Agreement  shall  have any  obligation  to the  other  parties hereunder,  except as set forth in this  Section 2 and in  Sections  7, 9 and 10 hereof.
Question: Consider the Gas Franchise Agreement between the Town of Vinton and Roanoke Gas Company; Does this contract include any revenue or profit-sharing arrangements?
Answer: Grantor's Franchise Fee shall be a percentage share of the base year total annual Franchise Fee, which shall be determined on a pro rata basis according to its percentage share of the total dollar value of Grantee's gas sales occurring within the localities during the calendar year. For each calendar year of the Franchise, each locality's percentage share shall be determined by the following formula:

total dollar value of Grantee's gas sales within Locality's percentage share = the Territorial Limits of the locality total dollar value of Grantee's gas sales in the three localities
Question: Consider the Supply Agreement between HOVIONE INTER AG and INTERSECT ENT, Inc. for Active Pharmaceutical Ingredients; What is the expiration date of this contract?
Answer: Unless terminated in accordance with the provisions of Section 10.2 below, the term of this Agreement shall commence on the Effective Date and shall continue in effect for a FIVE (5) year period.
Question: Consider the Collaboration Agreement for Vehicle Leasing Services between Didi Chuxing Technology Co., Ltd. and Hunan Ruixi Financial Leasing Co., Ltd.; Can this contract be terminated for convenience, and under what conditions?
Answer: In the case of a written notice 15 days in advance from either party to the other Party And a payment of the liquidated damages of RMB10,000 (RMB TEN THOUSAND), this Agreement shall terminate as of the date of termination stated in the notice of termination.
Party A is entitled to unilaterally terminate this Agreement within three natural months from the signing date of this Agreement.
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; Is there an anti-assignment clause in this contract?
Answer: This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and  permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party.
Any attempted transfer in contravention of this Section 9.3 shall be null and void.
Question: Consider the Service Agreement between Theravance Biopharma UK Limited and Brett Haumann; How is intellectual property ownership assigned in this contract?
Answer: To the extent that the Company IP does not vest automatically in the Company the Executive hereby assigns all right, title and interest in the Company IP to the Company with full title guarantee by way of a present assignment of all future rights and shall otherwise hold them on trust for the Company.
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; Is there a covenant not to sue included in this contract?
Answer: BOTH THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT acknowledges and agrees that: (i) as between PACIFICAP ENTERTAINMENT on the one hand, and THE HENRY FILM AND ENTERTAINMENT CORPORATION and its Affiliates on the other, THE HENRY FILM AND ENTERTAINMENT CORPORATION owns all right, title and interest in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property and THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; (ii) nothing in this Agreement shall confer in PACIFICAP ENTERTAINMENT any license or right of ownership in THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; and (iii) PACIFICAP ENTERTAINMENT shall not now or in the future contest the validity of THE HENRY FILM AND ENTERTAINMENT CORPORATION. Brand Features.
Question: Consider the Gas Franchise Agreement between the Town of Vinton and Roanoke Gas Company; What is the expiration date of this contract?
Answer: The term of the Franchise shall be twenty (20) years, commencing on January 1, 2016.
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there uncapped liability under this contract?
Answer: CHANNEL PARTNER'S PAYMENT OBLIGATIONS, LIABILITY FOR EARLY TERMINATION FEES OR CHARGES, BREACHES OF CONFIDENTIALITY BY EITHER PARTY, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY, AND THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT ARE EXCLUDED FROM THESE LIMITATIONS OF LIABILITY.
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Rogers shall pay to Licensor a fee (the "License Fee"), which shall be equal to fifty (50)% of Retail Revenues.
In consideration for various services and activities that Rogers performs for the benefit of Licensor during the Term, Licensor agrees to pay to Rogers an amount which shall be equal to ten (10)% of License Fees, calculated on a rolling basis during the Term and payable monthly.
For so long as Rogers is required by Applicable Law to contribute a percentage of its gross annual revenues from the ROD Service to an independently-administered Canadian program production fund, Licensor shall reimburse Rogers for 50% of the amount required to be remitted to such production fund by Rogers in respect of the exhibition of Licensed Programs (the "Production Fund Commitment").
For so long as Rogers is required by Applicable Law to pay copyright royalties relating to Licensed Programs hereunder, Licensor shall reimburse Rogers for 50% of any such royalties actually paid by Rogers, calculated on a rolling basis during the Term and payable monthly.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What are the insurance requirements under this contract?
Answer: If requested, [***] shall arrange for any insurance desired by [***] on shipments of Product, in amounts that [***] shall determine, and naming [***].
Question: Consider the Agency Agreement for Subscription and Public Offerings between AFSALA Bancorp, Inc., Amsterdam Federal Savings and Loan Association, and Capital Resources, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Capital Resources shall receive the following compensation for its services hereunder:

                  (a) (i) a  marketing  fee in the  amount  of (x)  two  percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings,  excluding sales made through broker assisted  purchases or by other NASD member firms  participating  in the Subscription and Public Offerings pursuant  to  the  Selected  Dealers'  Agreement,  if  any  (for  which  Capital Resources'  compensation shall be pursuant to sub-paragraph  (ii)) and excluding shares sold to the  Association's  Employee  Stock  Ownership  Plan,  directors, officers or employees and any member of such person's  immediate family (defined to include children, spouse, parents, grandparents and grandchildren);

                           (ii)    a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted  purchases or through selected dealers, if any.
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; What is the governing law for this contract?
Answer: This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and  substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.