orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Are there any services to be provided after the termination of this contract?
Answer: Upon the expiration of the Term or termination of this Supply Agreement, in its entirety or with respect to one or more Products, this Supply Agreement shall, except as otherwise provided in this Section 10.3 or Section 10.5, be of no further force or effect; provided, however, that (a) in the event this Supply Agreement is terminated by SutroVax pursuant to Section 10.2.3 and there are outstanding Work Orders or other purchase orders accepted by Sutro that would not be fulfilled as a result of such termination, SutroVax shall reimburse Sutro for all supplies and materials purchased by Sutro and time incurred by Sutro personnel (to the extent incurred solely for manufacture of Product for SutroVax) for the manufacture, or preparation for the manufacture, of Products for any Work Orders placed by SutroVax and any other purchase orders accepted by Sutro prior to such expiration or termination, in each case to the extent Sutro cannot otherwise reasonably mitigate such the costs and expenses of such supplies, materials and time (e.g., by use of resulting supplies, materials and work-in-progress Product for other purposes); provided that to the extent SutroVax pays for any supplies or materials, upon SutroVax's request Sutro shall promptly transfer and deliver such supplies and materials to SutroVax; and (b) if this Supply Agreement is terminated with respect to one or more Products, but not all Products, then this Supply Agreement shall continue in full force and effect with respect to the applicable Product(s) for which it is not terminated.
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; What is the expiration date of this contract?
Answer: The term of this Agreement shall begin as of the Effective Date and continue until Acceptance of all Deliverables   for Milestones #1 and #2 pursuant to Section 3.4 and completion of Milestone #3, unless earlier terminated under Section 8.2, as   provided for under the Other Agreements, or as mutually agreed by the Parties.
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Except as agreed by the Parties in writing or as otherwise stated in the Exhibits, Company may terminate for convenience any Transition Service, and RGHI may terminate for convenience any Reverse Transition Service, upon 30 days' prior written notice of such termination; provided, (a) that, with respect to the Services described in Section G1 of Exhibit A, unless otherwise indicated therein, those Services may not be terminated independently except in accordance with an agreed Migration Plan and, (b) any unamortized costs associated with Provider's purchase of any license or other costs incurred specifically for the purpose of providing the Services hereunder will be passed through to the Terminating Party.
Question: Consider the Content License Agreement between China Economic Information Service of Xinhua News Agency and Xinhua Financial Network Limited; What is the renewal term for this contract?
Answer: This Agreement may be renewed for an additional term of ten (10) years by      notice in writing given by XFN to CEIS at the expiry of the Term, for a      consideration to be mutually agreed.
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; What is the expiration date of this contract?
Answer: This Agreement shall have an initial term of one (1) year from the date first above written (the "Initial Term"), and shall thereafter automatically renew for successive two (2) year periods (each a "Renewal Term"), unless earlier terminated in accordance with the terms of this Agreement.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; How is intellectual property ownership assigned in this contract?
Answer: To the extent that Company, by operation of Law or otherwise, acquires any right (other than pursuant to this Agreement) to any of the Product Trademarks, any other Trademarks of Janssen, such copyrights or such other intellectual property rights, Company shall assign to Janssen all such rights at Janssen's cost and will not claim ownership.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Is there a minimum commitment required under this contract?
Answer: At a minimum, Company shall cause its Sales Force to satisfy the Minimum Number of Details Requirement, the Minimum Reach Requirement and, if applicable, the Minimum PDE Requirement and the Minimum Top Target Requirement set forth in Exhibit B in each Detailing Period.
If Company fails to achieve the Minimum Number of Details Requirement, the Minimum Reach Requirement or, if applicable, the Minimum PDE Requirement or the Minimum Top Target Requirement in any Detailing Period, Janssen shall have the right to terminate this Agreement by giving thirty (30) days' notice, unless:

(a) Company complied with and performed its Detailing activities in accordance with any Remediation Plans developed by Company and approved by Janssen during such Detailing Period; or

(b) if (i) neither Party provided a Performance Failure Notice under Section 3.2.4 during such Detailing Period and (ii) Company performs additional Details in the first month after such Detailing Period such that, if such Details had been performed during such Detailing Period, they would have been sufficient to cure the failure to achieve the Minimum Number of Details Requirement, the Minimum Reach Requirement, the Minimum PDE Requirement or the Minimum Top Target Requirement, as applicable. To avoid double-counting, such additional Details will not be taken into account when determining whether Company satisfies the Minimum Number of Details Requirement, Minimum Reach Requirement or, if applicable, the Minimum PDE Requirement or the Minimum Top Target Requirement in the then-current Detailing Period.
For clarity, (i) Company must achieve all of the applicable foregoing minimum requirements in order to avoid giving rise to Janssen's rights and remedies under this Section 3.2.3, and (ii) such rights shall be in addition to any other rights and remedies that may be available to Janssen under applicable Laws in the event of any such failure on the part of Company.
At all times during the Term, Company shall use reasonable efforts to deploy and maintain a sales force (the "Sales Force") of at least [***] ([***]) Sales Representatives who satisfy the conditions described in Section 3.3.1.
If the average number of Sales Representatives on the Sales Force is less than twenty-five (25) over any forty-five (45)-day period, Janssen will have the right to terminate this Agreement by giving thirty (30) days' notice.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there a covenant not to sue included in this contract?
Answer: Distributor will not register, attempt to register or assist anyone else to      register, directly or indirectly, the Trademarks or any copyright or other      proprietary rights associated with the Product in the Territory or      elsewhere other than in the name of WGT, without WGT's prior written      consent.
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Is there a minimum commitment required under this contract?
Answer: Sutro shall allocate its available Components and manufacturing capacity to provide SutroVax with quantities of such Product at least equal to the greater of (a) [***] of the amount of Product (or products equivalent to Product) that Sutro allocates for itself and its Affiliates (but in no event less than [***] liters of Extract per month and the minimum allocation volume set out in Schedule 1 of each Custom Reagent per month), provided that SutroVax demonstrates actual need for the applicable quantities of Extract, and (b) the [***].
Question: Consider the Content License Agreement between China Economic Information Service of Xinhua News Agency and Xinhua Financial Network Limited; What is the expiration date of this contract?
Answer: This Agreement shall take effect from the Effective Date and continue in      full force and effect for twenty (20) years thereafter, unless otherwise      terminated in accordance with Clause 8.
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of the State of Illinois, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the Laws of another jurisdiction.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Is there a cap on liability under this contract?
Answer: TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT FOR THE WILFUL MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF A PARTY TO THIS AGREEMENT, OR THE OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT PURSUANT TO SECTION 13, (A) THE LIABILITY OF ANY PARTY TO THIS AGREEMENT, IF ANY, FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER AND REGARDLESS OF THE LEGAL THEORY, WITH REGARD TO THE RIGHTS GRANTED HEREUNDER OR THE SERVICES PERFORMED HEREUNDER, SHALL NOT INCLUDE COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, DATA, OPPORTUNITY, ANTICIPATED SAVINGS, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF REPUTATION OR GOODWILL OR FOR ANY OTHER REASON WHATSOEVER; AND (B) IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTIES TO THIS AGREEMENT FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.
THE FOREGOING PROVISIONS OF THIS SECTION 13.5 STATE THE ENTIRE LIABILITY AND THE EXCLUSIVE REMEDY OF THE PARTIES TO THIS AGREEMENT WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign or transfer this Supply Agreement, including by merger, operation of law, or otherwise, without the other Party's prior written consent (which shall not be withheld unreasonably) except each Party may assign this Supply Agreement without the other Party's consent in the case of assignment or transfer to a Third Party that succeeds to all or substantially all of the assigning Party's business and assets relating to the subject matter of this Supply Agreement, whether by sale, merger, operation of law or otherwise. Any attempted assignment by a Party in violation of this Section without the written consent of the other Party will be null and void.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; What is the duration of any warranties provided in this contract?
Answer: In order to receive the remedy provided for hereunder, Distributor shall





     deliver to WGT a sample of the Product which Distributor finds to be      defective in workmanship or materials, or damaged in shipment prior to      Distributor assuming the risk of loss or damage , along with a written      explanation of the alleged defect within thirty (30) days from the later of      Distributor's initial receipt of such Product from WGT or from the delivery      of such Product to an end-user.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In partial consideration of Company's Promotion of the Product in accordance with the terms of this Agreement, and subject to the terms and conditions of this Agreement, with respect to each Calendar Quarter during Calendar Year 2019 and Calendar Year 2020, Janssen shall pay Company a service fee (the "Service Fee"), as follows:

(a) with respect to each Calendar Quarter during Calendar Year 2019, an amount equal to (i) [***] percent ([***]%) of that portion of Cumulative Net Sales that is greater than the Baseline for Calendar Year 2019, less (ii) the total Service Fees that have been invoiced by Company to Janssen for all preceding Calendar Quarters of Calendar Year 2019; and





(b) with respect to each Calendar Quarter during Calendar Year 2020, an amount equal to (i) [***] percent ([***]%) of that portion of Cumulative Net Sales that is greater than the Baseline for Calendar Year 2020, less (ii) the total Service Fees that have been invoiced by Company to Janssen for all preceding Calendar Quarters of Calendar Year 2020.
Question: Consider the Content License Agreement between Oceanic Time Warner Cable and Watchit Media; Does this contract include an exclusivity agreement?
Answer: Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.
Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a "bug" on the screen identifying the content with a Watchit trademark.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Is there uncapped liability under this contract?
Answer: TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT FOR THE WILFUL MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF A PARTY TO THIS AGREEMENT, OR THE OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT PURSUANT TO SECTION 13, (A) THE LIABILITY OF ANY PARTY TO THIS AGREEMENT, IF ANY, FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER AND REGARDLESS OF THE LEGAL THEORY, WITH REGARD TO THE RIGHTS GRANTED HEREUNDER OR THE SERVICES PERFORMED HEREUNDER, SHALL NOT INCLUDE COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, DATA, OPPORTUNITY, ANTICIPATED SAVINGS, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF REPUTATION OR GOODWILL OR FOR ANY OTHER REASON WHATSOEVER; AND (B) IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTIES TO THIS AGREEMENT FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS SECTION 12.2 SHALL LIMIT A PARTY'S OBLIGATION TO PAY ANY AMOUNTS DUE AND OWING TO THE OTHER PARTY UNDER SECTION 5 ON OR BEFORE ANY DATE OF EXPIRATION OR TERMINATION HEREOF.
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; What happens in the event of a change of control of one of the parties in this contract?
Answer: Notwithstanding the foregoing, in the event Sutro undergoes a Change of Control or Sutro permits any third party to acquire Extract directly from an Alternate Supplier established under the Transfer Addendum, then SutroVax shall thereafter have the right to establish a supply agreement with and obtain supply of Extract directly from such Alternate Supplier.
Question: Consider the Intellectual Property Agreement among United Technologies Corporation, Otis Worldwide Corporation, and Carrier Global Corporation; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any conflict or choice-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Question: Consider the Agency Agreement between Mutual Insurance Corporation of America and Stratton, Cheeseman & Walsh-Nevada, Inc. for Health Care Liability Insurance; What is the governing law for this contract?
Answer: This Agreement shall be interpreted under the                   laws of the State of Nevada.
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; What is the expiration date of this contract?
Answer: With respect to each of the Services, the term thereof will be for a period commencing as of the date hereof, unless a different date is specified as the commencement date for any applicable Service on Exhibit A or Exhibit B (either, a "Commencement Date"), and shall continue until 12 months following the Commencement Date unless (i) such other date as is specified as the termination date for any applicable Service in this Agreement or on Exhibit A or Exhibit B, as applicable (the "Term") or (ii) earlier terminated pursuant to this Agreement (a "Termination Date").
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; What is the expiration date of this contract?
Answer: This Agreement shall commence as of the Effective Date and shall continue in full force and effect for an initial term of  three (3) years from the Promotion Commencement Date, divided into three one-year periods.
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; Is there a most favored nation clause in this contract?
Answer: The Sponsor acknowledges that Racing has arranged and may arrange in the future for other sponsors  for the Racing Team. Racing agrees that, during the term of this Agreement, (i) Sponsor shall have the right to approve or disapprove any  additional sponsor identified by Racing, and (ii) unless another proposed sponsor has agreed to pay a sponsorship fee that exceeds the amount  paid by Sponsor, no other sponsor shall receive any benefit of greater value (including either an equivalent or a more prominent use of another  sponsor's name, logo or other identifying information) than the Benefits provided to the Sponsor hereunder.
Question: Consider the Content License Agreement between Oceanic Time Warner Cable and Watchit Media; What is the expiration date of this contract?
Answer: This agreement will be in effect until the end of 2006 and will be evaluated at that time.
Question: Consider the Endorsement Agreement between Healthcare Distribution Specialists LLC and Paul Silas for Clotamin; What licenses are granted under this contract?
Answer: During the Term and subject to the limitations set forth in Paragraphs 9 and 10, HDS shall have the right to use  the name, image, likeness, characterization, visual and audio representation of Celebrity ("Celebrity Attributes") in  connection with HDS' product, Clotamin, in the Territory as follows:    A. In a television commercial (specific spot length to be mutually agreed upon) promoting Clotamin  ("Commercial") aired specifically in the following three (3) television markets: (1) Washington, DC Metro  Area; (2) Florida; and (3) Texas (collectively "Markets");    B. On HDS' website (www.clotamin.corn) ("Website"); and    C. In Clotamin-related press releases.
Question: Consider the Distribution and Services Agreement between Integrity Short Term Government Fund and Integrity Funds Distributor, LLC; What are the audit rights under this contract?
Answer: The Fund shall also furnish Integrity upon request with: (a) annual audits of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) semi-annual unaudited financial statements pertaining to the Fund, (c) quarterly earnings statements prepared by the Fund, (d) a monthly itemized list of the securities in the portfolio of the Fund, (e) monthly balance sheets as soon as practicable after the end of each month, and (f) from time to time such additional information regarding the Fund's financial condition as Integrity may reasonably request.
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; Can this contract be terminated for convenience, and under what conditions?
Answer: The Agreement may be terminated by both Parties with a notification period of *** before the end of the Initial Term of the Agreement.
Question: Consider the Content License Agreement between PSiTech Corporation and Empirical Ventures, Inc.; What licenses are granted under this contract?
Answer: Subject to Licensee's on­going compliance with Section 3.2 and all other terms and conditions of this Agreement, Licensor grants to Licensee an exclusive (save for rights reserved to Licensor hereunder), non-transferable (except as provided in Section 11.7) and non- sublicensable license, during the License Term, to reproduce, perform, display, transmit and distribute the Licensed Content on the Licensee Siteand Related Media intended solely for use by End Usersin the Territory within the scope set forth in Schedule 1 (License Scope), which is attached hereto and incorporated herein by this reference.
Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 11.7) and non-sublicensable royalty-free license during the Term to those of Licensor's Marks designated by Licensor from time to time to:   (i)display such Marks on the Licensee Site: (x) with the Licensed Content to provide source attribution; or (y) as links to the Licensed Content;   (ii)comply with its express obligations under this Agreement; and   (iii)advertise, market and promote the availability of the Licensed Content or the Licensee Site and identify the Licensor as a content provider;   provided, that all uses of Licensor's Marks shall require Licensor's prior written approval.
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Once the Alternate Supplier is qualified pursuant to this Section 2.15, SutroVax shall have the first right (as between SutroVax and Sutro or Third Parties supplied or authorized by Sutro) to obtain Extract Manufactured by the Alternate Supplier up to the Capacity established pursuant to the Transfer Addendum for a period ending the later of [***] or [***], and provided SutroVax commits to [***] or [***].
Question: Consider the Intellectual Property Agreement among United Technologies Corporation, Otis Worldwide Corporation, and Carrier Global Corporation; What is the expiration date of this contract?
Answer: The provisions of this Agreement, including the license rights provided in this Article III, shall not be terminable or revocable for any reason.
Question: Consider the Agency Agreement between Mutual Insurance Corporation of America and Stratton, Cheeseman & Walsh-Nevada, Inc. for Health Care Liability Insurance; What is the notice period required to terminate the renewal?
Answer: This Agreement shall terminate, subject to any automatic                   renewal or extension for one year as required by law, upon                   either party giving at least one hundred twenty (120) days                   advance written notice to the other, if not otherwise contrary                   to applicable law or this Agreement.