orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What happens in the event of a change of control of one of the parties in this contract?
Answer: If there is a change in Control of the first party,                           the second party may, entirely at their own option and                           without thereby becoming liable for any costs or                           losses which the first party or its holding company or                           any company in which it may hold shares may suffer as                           a result terminate the Agreement by notice in writing                           to first party.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; What happens in the event of a change of control of one of the parties in this contract?
Answer: In addition, Lucid may terminate this agreement by giving the Distributor Written Notice if there is any change of control, ownership or  management of the Distributor.
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What are the insurance requirements under this contract?
Answer: The Company agrees that it shall: (i) comply with the laws and regulations that govern its business; (ii) carry reasonable amounts of insurance, whether through self-insurance or otherwise, to cover its responsibilities with respect to indemnification under Section 9 below.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Notwithstanding the foregoing, in the event ExxonMobil decides not to prosecute, defend, enforce, maintain or decides to abandon any Program Patent, then ExxonMobil will provide notice thereof to FCE, and FCE will then have the right, but not the obligation, to prosecute or maintain the Program Patent and sole responsibility for the continuing costs, taxes, legal fees, maintenance fees and other fees associated with that Program Patent.
During the Term of this Agreement and for two (2) years thereafter, in the event that either Party decides to sell or convey its interest in or otherwise dispose of any Prior JDA Project Patent to any Non-Affiliated Third Party, such Party will inform the other Party, who will then have the right of first refusal to purchase or otherwise acquire the sole interest at same or better terms.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Does this contract include an exclusivity agreement?
Answer: The Publishers grant HealthGate an exclusive right to carry out the       Services, with the exception that the Publishers shall honour current       contracts with third parties and Publisher may publish and licence content       themselves as long as it does not materially reduce HealthGate's revenue.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this agreement by providing Ninety days Written Notice.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: During the Term, CNET will not enter into more than      two other agreements under which CNET receives consideration from a      Competing Computer Products Retailer for displaying permanent links to or      other fixed promotions for such Competing Computer Products Retailer on any      CNET Site; provided that the foregoing will not restrict the display of(a)      standard advertisements for any Competing Computer Products Retailer or its      products or (b) any promotions within COMPUTERS.COM or within CNET's Snap!      Online service (which are expressly excluded from this provision). The      parties acknowledge that the foregoing will not prevent CNET from      displaying text links and other references to Competing Computer Products      Retailers as reasonably necessary to provide appropriate editorial and      search related services on the CNET Sites. The Retail Promotions granted to      the Company shall be placed in such a way as to provide no more or less      prominence to the Company than is provided to any other Competing Computer      Retailer signing an agreement with CNET.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What are the audit rights under this contract?
Answer: These records shall be available for examination during normal business hours by accountants representing the other Party, who shall be entitled to perform an audit and to make copies and extracts, and receive any explanations that may reasonably be requested.
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; What is the expiration date of this contract?
Answer: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Can this contract be terminated for convenience, and under what conditions?
Answer: Accordingly, either Party may terminate this Agreement or all/part of a Project for any reason and at any time upon giving the other Party sixty (60) days prior written notice.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Does this contract include an exclusivity agreement?
Answer: Lucid appoints the Distributor and the Distributor accepts appointment as an exclusive authorized Lucid Distributor.
The Distributor is appointed as an exclusive Distributor within the following territories: [*].
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; What is the governing law for this contract?
Answer: This Agreement will be construed in accordance with           and governed by the laws of the State of California, without regard to           principles of  conflicts of law.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Is there a non-compete clause in this contract?
Answer: Publishers may not use either Proprietary Software or             Source Code held in escrow to develop a product that competes with             those services offered by HealthGate.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Are there any services to be provided after the termination of this contract?
Answer: Company Obligations. (i) Immediately cease all representation of an existing relationship with Distributor; (ii) All medication inventory is owned by Smart RX Systems, Inc. only; and (iii) Distributor shall continue to receive Net Income per Customer location for so long as Customer continues to utilize the Products.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Is there a covenant not to sue included in this contract?
Answer: Allied shall not at any time do, or cause to be done, directly or indirectly any act that may impair or tarnish any part of Newegg's goodwill and reputation in the Newegg Marks and the Newegg Products.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there a non-compete clause in this contract?
Answer: During the Term of this Agreement, FCE will not conduct any Work using Generation 1 Technology in Carbon Capture Applications or any Work using Generation 2 Technology, independently or with third parties outside this Agreement, without prior written approval from ExxonMobil.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are there any exceptions to competitive restrictions in this contract?
Answer: The Publishers grant HealthGate an exclusive right to carry out the       Services, with the exception that the Publishers shall honour current       contracts with third parties and Publisher may publish and licence content       themselves as long as it does not materially reduce HealthGate's revenue.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") will begin on      February 1, 1998 and end on the first anniversary of the date of this      Agreement; provided that (a) either party may terminate this Agreement,      effective at any time after the first three

       months of the Term, by giving 30 days' written notice of termination to the      other party, and (b) either party may terminate this Agreement at any time      by giving written notice of termination to the other party, if the other      party commits a material breach of its obligations hereunder that is not      cured within 30 days after notice thereof from the non-breaching party.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Is there a non-compete clause in this contract?
Answer: The Distributors will not develop, manufacture or sell any equipment or service, which in any way can be considered to be competitive to the  equipment or service offered by Lucid to the Distributor as Product.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Are the licenses granted under this contract non-transferable?
Answer: For the term of this Agreement, Company grants Distributor a limited, revocable, non-transferable, non-exclusive license under Company's copyrights to use the Company Products at Distributor's facilities in the Territory solely for marketing and support purposes directly related to the performance of its duties under this Agreement.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the foregoing, ExxonMobil hereby grants approval for FCE solely to conduct Authorized Work using Generation 1 Technology with Authorized Third Parties for Carbon Capture Applications and any Work using Generation 2 Technology solely for Power Applications and Hydrogen Applications.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What is the governing law for this contract?
Answer: The parties hereby agree that this Agreement shall be construed in             accordance with English law.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Is there a cap on liability under this contract?
Answer: EXCEPTING ONLY CLAIMS MADE PURSUANT TO SECTION 12.1, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ANY LOST PROFITS, LOST REVENUES OR LOST SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRODUCTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED, KNOWS OR SHOULD KNOW, OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, USA without regard to conflict of  laws principles.
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; What are the insurance requirements under this contract?
Answer: The Joint Venture may acquire insurance on behalf of any Participant, employee, agent or other person engaged in the business interest of the Joint Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Joint Venture.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Is there uncapped liability under this contract?
Answer: EXCEPTING ONLY CLAIMS MADE PURSUANT TO SECTION 12.1, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ANY LOST PROFITS, LOST REVENUES OR LOST SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRODUCTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED, KNOWS OR SHOULD KNOW, OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What licenses are granted under this contract?
Answer: For the term of this Agreement, Company grants Distributor a limited, revocable, non-transferable, non-exclusive license under Company's copyrights to use the Company Products at Distributor's facilities in the Territory solely for marketing and support purposes directly related to the performance of its duties under this Agreement.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; What is the governing law for this contract?
Answer: The validity and interpretation of this Agreement and the legal relations of the Parties to it will be governed by the laws of the State of New York without recourse to its conflicts of law rules.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What is the renewal term for this contract?
Answer: If the Publishers exercise their right to renew,             the term of the Services shall be extended by one further year, up             to and including 28 February 2001.
If the Publishers exercise their right of renewal under Clause 17.1,             then the Publishers shall have a further right of renewal for each             of the subsequent three years, provided that the right to renew             shall be conditional upon the Publishers having exercised their             right in the previous year, and giving notice on or before the 30             September before the renewal is to take effect.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; What is the renewal term for this contract?
Answer: After the initial term, unless terminated, this  Agreement will automatically renew for periods of one (1) calendar year each.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Are the licenses granted under this contract non-transferable?
Answer: Allied grants Newegg a non-exclusive, royalty-free, non-assignable, non-transferable, and non- sublicensable worldwide license to use, publicly display, transmit, broadcast, stream, distribute and reproduce the Allied Marks in all approved forms and in manners for the purposes of this Agreement during the Term
Newegg grants Allied a revocable, non-transferrable, non-assignable (whether voluntarily, or as a result of a change of control, or by operation of law), non-sublicensable, non-exclusive and limited license to use, during the Term, the Newegg Marks solely in connection with Allied's marketing and conduct of the Arena.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What is the expiration date of this contract?
Answer: The initial term of             the Services, unless terminated as set out herein, shall continue up             to and including 28 February 2000 ("the Initial Term").
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; What is the expiration date of this contract?
Answer: Unless sooner terminated in accordance with this Article, this Agreement will continue in full force beginning on the Effective Date and ending two (2) years thereafter ("Term").
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; Is there a cap on liability under this contract?
Answer: A Participant will not be liable to the Joint Venture, or to any other Participant, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement or the Joint Venture.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Does this contract include any revenue or profit-sharing arrangements?
Answer: Company will pay Distributor (or its Assignee) Ten Percent (10%) of the Master Distributor Override generated by each Customer Kiosk Location. (Master Distributor Override ("MDO") shall mean Total Revenue per Customer Kiosk Location collected by SRXS from third party payors and patient cash payments
For each Customer Kiosk contracted and implemented by Distributor, Company shall also pay a management fee of 40% of Net Income (Net Income for this purpose is defined as EBITDA less percentage paid to the client. The balance is then split 40%/60% to A3 Development Group, LLC and Smart RX Systems, Inc. respectively).
The Payment(s) to Distributor or its Assignee, as set forth herein, shall be further set forth in each Class A Series Agreement, along with the respective ownership interest for both the Company and the Distributor (or its Assignee) for each respective Kiosk Location which shall have its own separate Series, as defined by the Texas Business Organizations Code for Series Limited Liability Companies, and as set forth in the Company's Operating Agreement.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be three (3) calendar years from the Agreement date.
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; What are the audit rights under this contract?
Answer: Accurate and complete books of account of the transactions of the Joint Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Participant.
Any of the Participants will have the right to request an audit of the Joint Venture books. The cost of the audit will be borne by the Joint Venture. The audit will be performed by an accounting firm acceptable to all the Participants. Not more than one (1) audit will be required by any or all of the Participants for any fiscal year.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Is there a non-disparagement clause in this contract?
Answer: However, conduct which Company, in its discretion, deems detrimental to Company's image or reputation, shall be grounds for termination of this Agreement, upon reasonable notice and the failure to cure such behavior by Distributor.
Termination by Company under this Section 12.2 shall be effective sixty (60) days following Company's giving of notice to Distributor if the occurrence giving rise to the right of termination has not been cured, or immediately in the event of a breach of Section 6 regarding Non-Disclosure of Confidential Information or Section 7.1 regarding conduct injurious to Company's reputation.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; What licenses are granted under this contract?
Answer: Allied grants Newegg a non-exclusive, royalty-free, non-assignable, non-transferable, and non- sublicensable worldwide license to use, publicly display, transmit, broadcast, stream, distribute and reproduce the Allied Marks in all approved forms and in manners for the purposes of this Agreement during the Term.
Newegg grants Allied a revocable, non-transferrable, non-assignable (whether voluntarily, or as a result of a change of control, or by operation of law), non-sublicensable, non-exclusive and limited license to use, during the Term, the Newegg Marks solely in connection with Allied's marketing and conduct of the Arena.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What are the insurance requirements under this contract?
Answer: At all times from the first commercial sale of any Product(s) or after the Effective Date through the date which is five (5) years after the final sale of such Product(s), the Parties will maintain general liability insurance in amounts that are reasonable and customary in the pharmaceutical industry, provided in no event shall the general liability insurance amounts be less than five million dollars ($5,000,000) per occurrence and ten million dollars ($10,000,000) in the aggregate limit of liability per year. The Parties shall provide written proof of such insurance to each other upon request.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; What are the insurance requirements under this contract?
Answer: SIERRA  warrants  that it carries  general  liability  insurance of not          less than $2 million  per occurrence and product liability insurance of          not less than $5 million  per occurrence  and that,  upon the execution          of this Agreement,  it  will name ENVISION as an additional  insured on          such policies.
ENVISION  warrants  that it          carries  general  liability  insurance of $1 million per occurrence and          product liability  insurance of not less than $2 million per occurrence          and that, upon execution of this  Agreement,  it will name SIERRA as an          additional insured on such policies.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Does this contract include an exclusivity agreement?
Answer: Company hereby appoints Distributor as Company's exclusive Distributor for the State of Texas, and Distributor accepts the appointment and agrees to represent the Products within the Territory. Company agrees that no other Distributor will be appointed in any other state as a Distributor unless it is either the Company or Distributor, save and except for the state of Florida.