orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What is the governing law for this contract?
Answer: This Agreement and all disputes arising out of or related to this Agreement or any breach hereof shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles that would result in the application of the laws of any other jurisdiction.
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL LICENSOR OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MARK, EVEN IF LICENSOR IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What is the expiration date of this contract?
Answer: The term of this Agreement ("Term") shall commence upon the Effective Date and, unless earlier terminated pursuant to this Article 11, shall expire on the last day of the Royalty Term.
Question: Consider the Technical Infrastructure Maintenance Agreement between Medical Manager Midwest, Inc. and MTS, Inc.; What is the notice period required to terminate the renewal?
Answer: Customer, upon thirty days prior written notice, may cancel this           Agreement at the end of the Initial Term and thereafter on each           anniversary of the end of the Initial Term.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: AIRSOPURE shall have the option, within 15 days after receipt of such written notice, to notify You that AIRSOPURE elects to purchase the rights and license granted herein or stock ownership on the same terms and conditions as the bona fide written offer.
If AIRSOPURE fails to notify You of its election to exercise its right of first refusal granted herein within the thirty day period, then You may sell the franchise rights and license or the stock for the amount of the bona fide offer, subject to AIRSOPURE's rights under Section 12.02 above. Any material change in the terms or conditions of any offer prior to closing shall constitute a new offer subject to AIRSOPURE's right of first refusal described herein. If You fail to consummate the transaction within 30 days from the earlier of: (a) receipt of notice from AIRSOPURE that it elects not to exercise its right of first refusal, or (b) expiration of the 15 day period referred to herein, then You must resubmit the proposed transaction to AIRSOPURE, and AIRSOPURE shall have a new 15 day review period and right of first refusal.
AIRSOPURE shall have the right, but not the duty, to be exercised by notice of intent to do so within 30 days after termination or expiration, to purchase any or all signs, advertising materials, supplies and inventory and any other items bearing AIRSOPURE's Licensed Marks, at Your cost or at fair market value, whichever is less.
Question: Consider the Sponsorship Agreement between FOOTBALL NORTHWEST LLC and MERCATA, Inc. for Seattle Seahawks; Is there a cap on liability under this contract?
Answer: In no event shall either party be liable for           ---------------------      any special, incidental or consequential damages arising out of or in      connection with this Agreement or the performance thereof.  FNW's liability      for any breach of this Agreement shall be strictly limited to refunding to      Sponsor that portion of any consideration paid by Sponsor for which Sponsor      has not received the rights granted to it herein.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Is there a minimum commitment required under this contract?
Answer: If combined shipments do not meet the minimum requirement to ship LTL or TL (i.e. number pieces, min weight) then no grouping will be done.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; What licenses are granted under this contract?
Answer: VerticalNet hereby grants LeadersOnline a non-exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to utilize a VerticalNet Mark in a form approved by VerticalNet for the design and display of  the VerticalNet Branded Link.
VerticalNet hereby grants to LeadersOnline a non- exclusive, non-transferable, royalty-free right and license to link to the VerticalNet Site.
LeadersOnline hereby grants VerticalNet a non- exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to use, copy or modify the LeadersOnline Mark, text describing LeadersOnline and the URL address of the LeadersOnline Site for the design and display of the LeadersOnline Employer Spotlights, provided, VerticalNet shall not alter the appearance of the LeadersOnline Mark without the consent of LeadersOnline.
Subject to the limitations set forth in Section 5.2  [Restrictions] hereof, VerticalNet hereby grants to LeadersOnline a non-exclusive, nontransferable right and license to access the Resume Bank.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Is there a covenant not to sue included in this contract?
Answer: The Village Media Company shall not, and shall cause its Affiliates and their respective permitted sublicensees not to, whether during the Term or thereafter, challenge (a) the rights of PFHOF in and to any PFHOF Work, (b) the validity of any PFHOF Work, (c) PFHOF's right to grant rights or licenses relating to the PFHOF Works or (d) the validity, legality, or enforceability of this Agreement.
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Licensor hereby grants Licensed Users a nonexclusive, nontransferable, nonsublicensable, royalty-free license, during the term of this Agreement, to use and display the Licensed Trade Name and the Licensed Mark in the United States solely in connection with the Licensee's corporate name and identifying mark.
Question: Consider the Sponsorship Agreement between FOOTBALL NORTHWEST LLC and MERCATA, Inc. for Seattle Seahawks; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any of the rights or     -------------------     obligations of either FNW or Sponsor hereunder may be assigned, transferred     or conveyed by operation of law or otherwise by either party, nor shall such     agreements or rights inure to the benefit of any trustee in bankruptcy,     receiver, creditor, or trustee of either party's business or its properties     whether by operation of law or otherwise, except with the prior written





    consent of the other party, which consent shall not be unreasonably     withheld, and the delivery of a written document in which the assignee     assumes all of the obligations of the assigning party and the assigning     party acknowledges that it will continue to be bound to such obligations if     not performed by the assignee.
Notwithstanding the     foregoing, no assignment or attempted assignment by Sponsor shall be valid     except to a party which intends to continue the business of Sponsor as     presently conducted.
Question: Consider the Technical Infrastructure Maintenance Agreement between Medical Manager Midwest, Inc. and MTS, Inc.; What is the expiration date of this contract?
Answer: Upon expiration of that 12 months,           MMMW affords the Customer the opportunity of a continuation of support           on an annual basis as follows: The Initial Term of this Technical           Infrastructure Maintenance Agreement is twelve months, commencing on           the Effective Date.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Is there a clause preventing the solicitation of customers in this contract?
Answer: Other AIRSOPURE franchisees will not be permitted to solicit customers for Products by advertising in Your Exclusive Territory. Likewise, You may not target or solicit customers for Products by advertising in other Franchisees respective Exclusive Territories.
You covenant and agree that during the term of this Agreement, and subject to the post-termination provisions contained herein, You shall not, except as otherwise approved in writing by AIRSOPURE, either directly or indirectly:

A. Divert or attempt to divert any business or customer of the Franchise to any competitor, or competing business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to AIRSOPURE or the goodwill associated with the Licensed Marks and Products.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Is there an anti-assignment clause in this contract?
Answer: Distributor may not assign or delegate its rights or obligations under this Agreement (other than (i) the right to receive any amount due, which shall be freely assignable, or (ii) to Distributor's parent or majority-owned subsidiary company of sufficient net worth to meet any potential liability under this Agreement) without the prior written consent of Cisco, such consent not to be unreasonably withheld or delayed, provided that any such assignment shall not relieve Distributor of any obligation to pay monies that were owed Cisco prior to the date of the assignment.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; Does this contract provide for joint intellectual property ownership?
Answer: Upon termination of the Agreement, VerticalNet and LeadersOnline shall jointly own all User Data.
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; What licenses are granted under this contract?
Answer: Licensor hereby grants Licensed Users a nonexclusive, nontransferable, nonsublicensable, royalty-free license, during the term of this Agreement, to use and display the Licensed Trade Name and the Licensed Mark in the United States solely in connection with the Licensee's corporate name and identifying mark.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Are there any services to be provided after the termination of this contract?
Answer: For the avoidance of doubt, after the termination or expiration of this Agreement, the Village Media Company and its permitted licensees shall continue to have the right to fully exploit, use, and Exploit the HOFV Works for the length of the term of the license granted by PFHOF in connection with such HOFV Work pursuant to Section 2.3; provided that the length of the term of such license shall be a minimum of five (5) years.
The Village Media Company shall be permitted to retain copies of PFHOF's Confidential Information as necessary to allow the Village Media Company to exercise its post-termination rights with respect to such information.
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; What are the insurance requirements under this contract?
Answer: Without limiting SAP AFRICA'S liabilities or responsibilities in terms of the   AGREEMENT, SAP AFRICA will provide and maintain insurance to cover its   liability and responsibilities in terms of this AGREEMENT.
Insurance in terms of the Compensation for Injuries and Diseases Act, No. 130 of   1993, as amended
Motor Vehicle Liability Insurance in respect of all motor vehicles brought onto the   premises of TELKOM.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Are there any exceptions to competitive restrictions in this contract?
Answer: AIRSOPURE covenants and agrees that the restrictions set forth above in Paragraphs 16.02.C and 16.03 shall not apply to ownership by You of less than a 5% beneficial interest in the outstanding equity securities of any publicly traded corporation, provided that You are not an employee, consultant or director of such corporation.
Question: Consider the Sponsorship Agreement between FOOTBALL NORTHWEST LLC and MERCATA, Inc. for Seattle Seahawks; What is the governing law for this contract?
Answer: This Agreement shall be deemed to have been made in the     --------------     state of Washington and shall be construed in accordance with the laws of     the state of Washington.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement, without cause, by giving the other party [*****] days prior written notice.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; Does this contract include any volume restrictions?
Answer: In addition, as part of the purchase commitment set forth in Section 3.1  [Purchase Commitment], VerticalNet shall provide LeadersOnline up to $*** worth of Banner placements on the Home Page of other VerticalNet Sites of LeadersOnline's choice.
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Is there an anti-assignment clause in this contract?
Answer: Licensed Users may not assign this Agreement and/or any rights and/or obligations hereunder without the prior written consent of Licensor and any such attempted assignment shall be void.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Does the licensee's affiliates have any licensing rights under this contract?
Answer: The Village Media Company shall have the right to sublicense (a) the production and creation of the HOFV Works and (b) Exploitation of the PFHOF Works hereunder to any of its Affiliates; provided, that, Village Media Company shall (x) cause such sublicenses to comply with all terms and conditions of this Agreement and (y) not be relieved of any of its obligations under this Agreement as a result of any such sublicense, and will be primarily responsible for any acts or omissions of such sublicensees.
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Subject to the provisions of this AGREEMENT, and with effect from the date   when the party signing last in time appends its signature to this agreement ("the   effective date"), and enduring in perpetuity unless terminated as provided for   elsewhere in this AGREEMENT, SAP AFRICA grants, and TELKOM accepts a   non-exclusive, non-transferable licence to USE the SOFTWARE,   DOCUMENTATION and other SAP AFRICA PROPRIETARY INFORMATION at   the specified DESIGNATED SITE within the TERRITORY.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What is the governing law for this contract?
Answer: This Agreement takes effect upon its acceptance and execution by AIRSOPURE in the State of Texas, and shall be interpreted and construed under the laws of the State of Texas.
Question: Consider the Sponsorship Agreement between FOOTBALL NORTHWEST LLC and MERCATA, Inc. for Seattle Seahawks; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on July 19, 1999 and shall    ----    thereafter continue until all above described Sponsor benefits are completed,    but in no event beyond the end of the 1999 season (the "Term").
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Does this contract include an exclusivity agreement?
Answer: Distributor will not purchase Products for resale to any Reseller from any person or entity other than Cisco, provided that Distributor may accept returned Product from Resellers if Distributor initially sold the Product to be returned to such Reseller. [*****]
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: This Agreement and all rights and licenses granted under this Agreement shall terminate as soon as practicable, but no longer than thirty (30) days, after: 3.2.1 Licensee is acquired by a third party; or 3.2.2 Licensor or any affiliate of Licensor ceases to manage Licensee.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What is the renewal term for this contract?
Answer: At the expiration of the term or any renewal term hereof, You may, at its option, renew the Franchise granted hereunder for 2 additional terms of 10 years each on the following terms and conditions:





A. You shall give AIRSOPURE notice in writing of Your election to renew this Agreement at least 3 months prior to the expiration of the then-current term.

B. You shall not be in default of any provision of this Agreement or amendment hereto, including without limitation all payment obligations to AIRSOPURE and its affiliates.

C. As a condition of renewal of the Franchise, You agree to execute AIRSOPURE's then-current form of franchise agreement and to comply fully with all terms and conditions thereof, and to pay AIRSOPURE the then-current renewal fee, which is presently $1,000.00. You understand that AIRSOPURE may revise its franchise agreement for any renewal term, at AIRSOPURE's sole discretion, including without limitation to increase the royalty fees or other fees payable by You or to require other obligations of franchisees.

D. You shall meet AIRSOPURE's then-current qualifications and training requirements.

E. You shall execute a general release in a form prescribed by AIRSOPURE releasing AIRSOPURE and its affiliates, directors, officers, employees and agents from all known and unknown claims and liabilities to the extent permitted by state and federal law.

F. You may be required, at AIRSOPURE's sole discretion, to upgrade or remodel Your AIRSOPURE Center to conform to AIRSOPURE's then-current specifications and standards as specified in AIRSOPURE's Operating Manual of otherwise in writing, provided such upgrade or remodel is reasonable in terms of cost and implementation schedule.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; Is there a non-compete clause in this contract?
Answer: VerticalNet agrees that during the term of this Agreement, it shall not enter into an agreement with Futurestep, Inc. to provide promotional opportunities to Futurestep throughout all of the VerticalNet Online Communities, nor enter into any agreement with Futurestep, Inc. for the joint marketing of each other's Sites or services.
Question: Consider the Sponsorship Agreement between Southern Racing Promotions, Inc. and Logan's Roadhouse, Inc.; What are the insurance requirements under this contract?
Answer: Certificate of Insurance naming Logan's as an additional insured.
supplemental coverage in excess of the Five Million Dollars ($5,000,000.00)
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms of this Agreement (including, without limitation, Sections 2.3, 2.4, 2.6 and 5 below), PFHOF hereby grants to the Village Media Company a worldwide, non-exclusive, limited, non-sublicenseable and non-assignable (except to the extent set forth in this Agreement) right and license to (a) Exploit the PFHOF Works and (b) edit, supplement or otherwise adapt, incorporate or otherwise utilize, the PFHOF Works to create, produce and Exploit new, original work(s) (each such work in this clause (b), a "HOFV Work").
The Village Media Company shall not, directly or indirectly, assign, sublicense or otherwise transfer any of its rights or obligations hereunder without the prior written consent of PFHOF. T
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Are the licenses granted under this contract non-transferable?
Answer: Subject to the provisions of this AGREEMENT, and with effect from the date   when the party signing last in time appends its signature to this agreement ("the   effective date"), and enduring in perpetuity unless terminated as provided for   elsewhere in this AGREEMENT, SAP AFRICA grants, and TELKOM accepts a   non-exclusive, non-transferable licence to USE the SOFTWARE,   DOCUMENTATION and other SAP AFRICA PROPRIETARY INFORMATION at   the specified DESIGNATED SITE within the TERRITORY.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; What is the governing law for this contract?
Answer: The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of New York, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law, and the state and federal courts of California shall have jurisdiction over any claim arising under this Agreement.
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party may terminate this Agreement by giving the other Party thirty (30) days' prior written notice.