orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does this contract include an exclusivity agreement?
Answer: Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the "License Option").
Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).
Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].
Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:

(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;

(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Is there a covenant not to sue included in this contract?
Answer: Neither Party shall do or cause to be done any act or thing that may in any way adversely affect any rights of the other Party in and to such other Party's Marks or any registrations thereof or that, directly or indirectly, may reduce the value of such Marks or detract from any Mark's reputation, including challenging the ownership, validity or enforceability of such Marks.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); What is the governing law for this contract?
Answer: This Agreement will be governed and interpreted according to the laws           of the State of California, without reference to principles of           conflicts of laws.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there a clause preventing the solicitation of employees in this contract?
Answer: Neither party will solicit for employment any employee of the other party during the active term of this Agreement and further, where applicable, the term of any active Work Order.
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall bind the Parties hereto and their successors and assigns, provided that neither party shall have  the right to assign this Agreement or any part thereof to a third party without the prior written consent of the other party,  however such consent will not be unreasonably withheld.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there a non-compete clause in this contract?
Answer: Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; What are the insurance requirements under this contract?
Answer: XSPA shall obtain, and thereafter maintain during the Term, the following insurance: (a) Special form property policy covering all stock on premises of the Store, including with respect to all Product Collateral; (b) Workers' Compensation Insurance in the statutorily required amount (or XSPA shall participate in the appropriate state fund if such insurance is not available or allowed), together with Employer's Liability Insurance with a limit of $1,000,000 for each accident; and (c) Commercial General Liability insurance, (including fire liability, contractual liability, personal injury, product liability and completed operations coverage) in the amount of not less than $3,000,000 combined single limit with umbrella liability coverage with a limit of not less than $10,000,000; The foregoing insurance policies shall name XSPA as the insured and Calm as additional insured (except for Workers' Compensation Insurance). If any such insurance is on a "claims made" basis, XSPA shall maintain coverage thereunder for a period of at least two (2) years following the termination of this Agreement. With respect to the foregoing, XSPA shall provide to Calm certificate(s) evidencing such insurance prior to or upon execution of this Agreement. The certificates shall provide that Calm will be given at least thirty (30) days prior written notice of cancellation or any material change in these policies.
In no event shall any insurer have a Best's Insurance rating of less than (A-) of class size VII.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); What is the expiration date of this contract?
Answer: This Agreement will commence on the Effective Date, and will           terminate on the third anniversary of the Effective Date (the "Term"),           unless earlier terminated as provided in this Agreemen
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Does this contract include an exclusivity agreement?
Answer: During the Term of this Agreement, except as otherwise permitted by this Section 3(a)(v), VS agrees that it shall not enter into the same or substantially similar Commitments with any other company or entity which performs clinical research services the same or similar to those provided by PPD or any PPD affiliate (collectively, "PPD Competitor"), nor shall VS provide preferred pricing to a PPD Competitor which is better than that provided by VS hereunder to PPD. Further, during the Term of this Agreement, PPD agrees that it shall not enter into commitments which are the same or substantially similar to the PPD commitments set forth in Section 3 with any other imaging vendor for the performance of Preferred Services.
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; What happens in the event of a change of control of one of the parties in this contract?
Answer: MBRK may terminate this Agreement upon 60 days notice for a Change of Control subject to the Fees outlined in  paragraph (f) of this Section 18.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT WITH RESPECT TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (A) UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY OR OTHER SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY ARISING IN CONNECTION WITH THIS AGREEMENT; AND (B) THE MAXIMUM LIABILITY OF EACH PARTY IN ANY WAY RELATED TO THIS AGREEMENT SHALL NOT EXCEED $2,000,000.00 (EXCLUDING ANY AMOUNTS DUE AND PAYABLE PURSUANT TO SECTION ​8 HEREUNDER).
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; What is the governing law for this contract?
Answer: This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; Are there any third-party beneficiaries designated in this contract?
Answer: Except as expressly provided in Section 8, this Agreement does not create any intended third party beneficiary rights.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there a most favored nation clause in this contract?
Answer: During the Term of this Agreement, except as otherwise permitted by this Section 3(a)(v), VS agrees that it shall not enter into the same or substantially similar Commitments with any other company or entity which performs clinical research services the same or similar to those provided by PPD or any PPD affiliate (collectively, "PPD Competitor"), nor shall VS provide preferred pricing to a PPD Competitor which is better than that provided by VS hereunder to PPD.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the "Term").
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; What is the governing law for this contract?
Answer: The Parties agree that the venue for any action, injunctive application or dispute determinable by a court of law arising  out of this Agreement and that this Agreement shall be governed by and construed and enforced in accordance with the  laws of the State of North Carolina, without giving effect to choice of law or arbitration provisions, and that the federal  and state courts therein shall have jurisdiction over the subject matter and the Parties.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; What are the audit rights under this contract?
Answer: XSPA's representatives may, from time to time during regular business hours on reasonable advance notice, during the Term of this Agreement and for a period of six (6) months thereafter, inspect and audit such books and records and examine and copy all other documents and material in the possession or under the control of Calm with respect to the subject matter and the terms of this Agreement.
After completion of any inspection or audit pursuant to this Section 8.02, XSPA shall notify Calm of the results of such inspection and audit (the "Calm Audit Results"). Upon receipt of such information, Calm shall have thirty (30) days (the "Calm Review Period") to review the Calm Audit Results.
Calm's representatives may, from time to time during regular business hours on reasonable advance notice, during the Term of this Agreement and for a period of six (6) months thereafter, inspect and audit such books and records and examine and copy all other documents and material in the possession or under the control of XSPA with respect to the subject matter and the terms of this Agreement.
Upon termination or expiration of this Agreement, Calm (at its sole expense) may engage a third party to audit XSPA's inventory of any and all Product Collateral then on hand at each Store and XSPA shall promptly return or dispose of such inventory as instructed by Calm at Calm's sole expense.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; Is there a cap on liability under this contract?
Answer: This is IBM's entire obligation       to Customer with regard to any claim of infringement.
Regardless of the basis on which Customer is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than:

a.    indemnification payments as provided in Section 8.1;

b.    damages for bodily injury (including death) and damage to real property       and tangible personal property; and

c.    the amount of any other actual direct damages, up to the greater of       $100,000 or the charges paid by Customer to IBM for the Services in the       twelve (12) months immediately preceding the accrual of the first claim       related to the Services.
It is the cumulative maximum for which IBM       and its Affiliates and Subcontractors are collectively responsible.
Regardless of the basis on which IBM is entitled to claim damages from Customer (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Customer is liable for no more than:

a.    Indemnification payments as provided in Section 8.2;

b.    damages for bodily injury (including death) and damage to real property       and tangible personal property; and

(c) the amount of any other actual direct damages, up to the greater of $100,000 or the charges paid by Customer to IBM for the Services in the twelve (12) months immediately preceding the accrual of the first claim related to the Services.
It is the cumulative maximum for which Customer and its Affiliates are collectively responsible.
In no event will either party be liable to the other for special,       incidental, or indirect damages or for any consequential damages       (including lost profits or savings), even if they are informed of the       possibility; provided that this Section 10 does not apply to Customer's       failure to pay any amounts owing to IBM under this Agreement (including       amounts owing for Services that would have been rendered but for       Customer's breach of this Agreement).
Neither party will bring a legal action related to this Agreement more than two years after the cause of action accrued.
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; What is the governing law for this contract?
Answer: This Agreement shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of laws provisions.
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; What is the renewal term for this contract?
Answer: Unless terminated in  accordance with the provisions of Section 18, this Agreement shall automatically renew for each subsequent one-year  term.
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; Does this contract include any revenue or profit-sharing arrangements?
Answer: Dr. Murray will receive an annual royalty on net sales (defined as gross sales minus returns) for any products (the "Dr. Murray Products") developed by Dr. Murray for EHN for as long as the Dr. Murray Products are being sold
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, Calm shall have a right of first refusal to expand the rights and obligations described in this Agreement to any Stores outside the Territory (the "ROFR").
If any such insurance is on a "claims made" basis, XSPA shall maintain coverage thereunder for a period of at least two (2) years following the termination of this Agreement.
Upon termination or expiration of this Agreement, Calm (at its sole expense) may engage a third party to audit XSPA's inventory of any and all Product Collateral then on hand at each Store and XSPA shall promptly return or dispose of such inventory as instructed by Calm at Calm's sole expense. In addition, if Calm does not provide XSPA with instructions within twenty (20) days of the termination or expiration of this Agreement, XSPA shall be permitted to dispose of any inventory of any and all Product Collateral then on hand at each Store.
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Does this contract include any volume restrictions?
Answer: TELKOM is licensed to install at the DESIGNATED SITE no more than 1 (one)   copy of the SOFTWARE on the DESIGNATED UNIT utilised for testing and   backup purposes The DESIGNATED UNIT utilised for testing and backup   purposes of the SOFTWARE, must be of the same type as those used at the    DESIGNATED SITE for USE.
Question: Consider the Strategic Alliance Agreement between Lightbridge Corporation and Lloyds Register for Nuclear Consulting Services; Is there an anti-assignment clause in this contract?
Answer: No Party may assign this Agreement without the prior written consent of the other Party.
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; Is there an anti-assignment clause in this contract?
Answer: Dr. Murray has unique qualifications to provide the services contemplated herein, and shall not assign any of its or his rights or obligations to any other person or entity without EHS's written consent, which may be withheld or granted in EHS's discretion.
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall be entitled to cede, or delegate its rights and obligations arising   from this AGREEMENT or to assign this AGREEMENT to any other person or   entity without the prior written consent of the other party provided that either party   shall be entitled to assign this AGREEMENT, in whole and not part only, to any of   its' subsidiary or holding companies (as defined and contemplated in the   Companies Act of 1973, as amended) provided that any such assignment shall   ipso facto cease to be of any further force and effect as between the parties,   should the assignee cease, for whatever reason, to be a subsidiary or holding   company, of the assignor.
Question: Consider the Strategic Alliance Agreement between Lightbridge Corporation and Lloyds Register for Nuclear Consulting Services; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement is effective on the Effective Date and shah continue in effect until the earlier of (a) the fifth (5t h) anniversary of the Effective Date, and (b) termination by either Party for any reason upon thirty (30) days' written notice to the other Party; provided, however, that no Party shall be able to terminate this Agreement so long as such Party is a Defaulting Party under this Agreement.
Question: Consider the Outsourcing Agreement between WYZZ, Inc., WYZZ Licensee, Inc. and Nexstar Broadcasting of Peoria, L.L.C.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Notwithstanding anything herein to the contrary, WYZZ shall continue to be the owner of and shall be entitled to all revenues resulting from the sale of advertising and other time on WYZZ-TV before, during and/or after the Term; provided, however, in consideration of the Services, Nexstar shall be entitled to all revenues resulting from the sale of advertising and other time on the Stations during the Term remaining after the payment of the amounts set forth below:

            (a) Within seventy-five (75) days following the end of each month of a calendar year during the Term that "BCF" (as defined below) for such month, when combined with BCF for all prior months during such calendar year (other than any month which is outside the Term) is less than the Minimum BCF, Nexstar shall pay a fee to WYZZ in an amount equal to thirty-five percent (35%) of BCF for such month. Within seventy-five (75) days following the end of each month of a calendar year during the Term that BCF for such month, when combined with BCF for all prior months of such calendar year (other than any month which is outside the Term) is greater than the Minimum BCF, Nexstar shall pay a fee to WYZZ in an amount equal to 50% of BCF for such month; provided, in the first month of each calendar year in which this sentence applies, the fee with respect to the portion of BCF for such month which, when combined with BCF for all prior months during such year (other than any month which is outside the Term) is exactly equal to the Minimum BCF, shall equal thirty-five percent (35%) of such portion rather than fifty percent (50%).
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; What is the expiration date of this contract?
Answer: The term of this Agreement is for ten (10) years commencing on the date of this Agreement, unless terminated as provided by this Agreement.
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Can this contract be terminated for convenience, and under what conditions?
Answer: This AGREEMENT and the licence granted hereunder shall terminate should any   of the following events occur:   6. 2. 1.        30 (thirty) days after TELKOM gives SAP AFRICA written notice of   TELKOM's wish to terminate this AGREEMENT for any reason. Any such   termination shall be subject to accrued rights and obligations but only after   payment of all Licence and Maintenance Fees then due and owing;
The Maintenance Services may be terminated by TELKOM in writing at   any time upon 3 (three) months prior written notice.
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; Can this contract be terminated for convenience, and under what conditions?
Answer: EHS or EHN, on the one hand, and Dr. Murray, on the other, may terminate any Services Term of this Agreement by delivering 60 days written notice to the other party.