orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Is there a non-compete clause in this contract?
Answer: Individual agrees that, during the Term hereof, she will not render similar services for, or permit the use of her name, nickname, likeness, voice, live or recorded performance, photograph, signature or facsimile thereof, and biographical materials in advertising or publicizing in any medium for any other Kefir product, yogurt product, cheese, frozen desserts and other products that compete with products manufactured or distributed by Lifeway and its affiliates, subsidiaries and parent companies other than those products manufactured or distributed by Lifeway and its affiliates, subsidiaries, and parent companies.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there a minimum commitment required under this contract?
Answer: Channel Partner will have at a minimum one (1) web page describing the iPass Services.
"Business Entity Minimum Monthly Commitment" means, for each Business Entity, a minimum monthly commitment of at least 250 Users, by Channel Partner for each Business Entity.
TABLE 1

Business Entity Committed Users Monthly Fee/User Minimum Monthly Fee

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]
The "Special Pricing" is contingent on a minimum order size of [***] users.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there a minimum commitment required under this contract?
Answer: Negotiating in good faith, the Parties shall agree to a reasonable minimum percentage of Product supply to [***] Import Alert.
Negotiating in good faith, the Parties shall agree to a reasonable minimum percentages of Product supply to the each territory, including but not limited to [***] and such amendment shall be closed within [***] of CPDC notifying Fusion [***] Import Alert
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; What are the audit rights under this contract?
Answer: During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable.
During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; How is intellectual property ownership assigned in this contract?
Answer: The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B. For the purpose of this Article 12.3, "Intellectual Property" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.
Question: Consider the Services Agreement between StartEngine Crowdfunding, Inc. and Solutions Vending International, Inc.; What is the expiration date of this contract?
Answer: Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company's Offering (the "Initial Term") unless either party requests termination at least 30 days prior to the end of the then-current term.
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions of this Agreement, PACIFICAP ENTERTAINMENT hereby grants to THE HENRY FILM AND ENTERTAINMENT CORPORATION, under PACIFICAP ENTERTAINMENT'S full ownership and or fully authorized licensing Rights of Content

  (a) A 10 year exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit any and all PACIFICAP ENTERTAINMENT nostalgic television show library Content.
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; What is the governing law for this contract?
Answer: This Agreement will be construed and governed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; Does this contract include any volume restrictions?
Answer: Wade shall be available to render services at such production day for a maximum of three (3) consecutive hours, not including scheduled breaks, during each such production day period; provided that, in the event an additional production day is reasonably required for the creation of marketing assets related to the Wade Product packaging, Athlete will be available to render services for up to an additional three (3) hours in either the first Contract Year or the second Contract Year but not both.
Beginning in the second Contract Year, Wade will be available for a maximum of one (1) production day for creating marketing assets for Wade Products and Naked Products for unlimited use in advertisements and the media, for a maximum of three (3) consecutive hours, not including scheduled breaks, during such production day period.
During each Contract Year, Wade will be available for two (2) personal appearances (each, a "Personal Appearance") on behalf of Naked and the Naked Products and Wade Products in the media, including publicity shoots, interviews, print, television, radio and social media channels, each appearance for a maximum of sixty (60) consecutive minutes to be scheduled at a time mutually agreeable to Naked and Wade;
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there an anti-assignment clause in this contract?
Answer: Channel Partner may not assign the Agreement, the use of any Licensed Software or Services or its rights and obligations under the Agreement without the prior written consent of iPass. Any such assignment is void.
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; What is the notice period required to terminate the renewal?
Answer: Notwithstanding the foregoing, if, at the expiry of this Agreement following the Initial Term or the Renewal Term (if any), as applicable, Licensor and Rogers have not executed a new agreement governing the VOD distribution and exhibition of Licensed Programs and Rogers (or its permitted assigns) continues to distribute and exhibit Licensed Programs on the ROD Service following such expiry, such continued distribution and exhibition shall be governed by the terms of this Agreement in effect at the time of expiry, except that each of Licensor and Rogers shall have the right, on sixty (60) days' prior written notice, to terminate this Agreement, as so extended.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto; provided, however, that neither Party shall transfer or assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except where such assignment is by CPDC to any successor or subsidiary organization created within [***] of the Effective Date of this Agreement, which assignment may be completed without the prior written consent of FUSION.
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Are there any services to be provided after the termination of this contract?
Answer: Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.
The Parties agree that during the pendency of the winding up, the JVC will be allowed to use the Technical Know How to the extent the same is necessary for the purpose of implementing any orders pending in favour of its customers.
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; Is there an anti-assignment clause in this contract?
Answer: The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.
Question: Consider the Service Agreement between PC Financial Services Private Limited and Mobimagic Co., Ltd. for System Maintenance and Data Processing Services; Is there a cap on liability under this contract?
Answer: Subject to the foregoing as wen as Mobimagic's obligations under this Agreement, Mobimagic shall not in any manner be held or be responsible or liable for any unforeseen contingency, claims, liabilities, demands. losses, damages or expenses arising due to absence of storage or retention of any PC Financial data which shall be the sole responsibility of PC Financial .
Neither Party shall be liable to the other Party in contract, tort or otherwise, whatever the cause, for any loss of profit, business or goodwill or any indirect, incidental or consequential costs, damages or expenses of any kind, except for such loss attributable to breach of confidentiality.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT. NEITHER PARTIES' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AGREEMENT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES AND EXPENSES OWED BY PC FINANCIAL TO MOBIMAGIC FOR SERVICES PERFORMED UNDER THIS AGREEMENT.
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; What is the notice period required to terminate the renewal?
Answer: After the Initial Term, this Agreement will be automatically renewed for successive additional 3~year periods ("Extension Terms"), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term.
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; What are the audit rights under this contract?
Answer: CSA shall have the right to request an independent audit of the sales of the Product containing the Property which the Company agrees to assist within a reasonable period of time of such request.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: FUSION may terminate this Agreement by providing written notice to the CPDC where: (a) [***] following the Effective Date of this Supply Agreement, FUSION may terminate this Agreement without cause by providing CPDC with [***] prior written notice.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; Does this contract include any revenue or profit-sharing arrangements?
Answer: As consideration for Wade's services under this Agreement, Naked will pay Wade royalties as follows:

A. Royalties. Naked will report, and Wade will be paid, royalty payments at [***]
Wade is hereby granted a warrant (the "Grant Warrant") exercisable for a period of seven (7) years from the date of issuance for the number of shares of Common Stock equal to [***] shares of Common Stock (the "Wade Grant"), subject to the following terms:
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Does this contract include an exclusivity agreement?
Answer: Channel Partner accepts iPass as the exclusive provider to Channel Partner for all services of the nature of the Services. In no event may Channel Partner resell or otherwise provide the Service to any third party for purposes of further "down channel" resale of the Services, absent iPass' notice and consent.
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; What is the renewal term for this contract?
Answer: At Rogers' option, this Agreement shall renew for a subsequent term of two (2) years on the terms and conditions herein (the "Renewal Term").
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Is there a minimum commitment required under this contract?
Answer: If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; Can this contract be terminated for convenience, and under what conditions?
Answer: Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; Are there any services to be provided after the termination of this contract?
Answer: Talent agrees that Company shall, for a period of nine (9) months (Sell-Off Period) following the effective date of termination, have the right to continue to sell Product bearing  the Property and/or utilize advertising materials and collateral bearing the Property.
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; What is the renewal term for this contract?
Answer: After the Initial Term, this Agreement will be automatically renewed for successive additional 3~year periods ("Extension Terms"), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term.
Question: Consider the Service Agreement between PC Financial Services Private Limited and Mobimagic Co., Ltd. for System Maintenance and Data Processing Services; Is there uncapped liability under this contract?
Answer: Subject to the foregoing as wen as Mobimagic's obligations under this Agreement, Mobimagic shall not in any manner be held or be responsible or liable for any unforeseen contingency, claims, liabilities, demands. losses, damages or expenses arising due to absence of storage or retention of any PC Financial data which shall be the sole responsibility of PC Financial .
Neither Party shall be liable to the other Party in contract, tort or otherwise, whatever the cause, for any loss of profit, business or goodwill or any indirect, incidental or consequential costs, damages or expenses of any kind, except for such loss attributable to breach of confidentiality.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the governing law for this contract?
Answer: The laws of California shall govern the construction and enforceability of the Agreement.
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Initial Term") shall commence as of the Effective Date and, unless earlier terminated in accordance with this Agreement, shall terminate on June 30, 2010.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any of the rights or obligations contained herein may be assigned or transferred by either Party without the prior written consent of the other Party.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the term and for a period of [***] thereafter, neither party shall solicit, induce, encourage or attempt to induce or encourage any employee of the other party with whom such party has had direct contact to terminate his or her employment with such other party or to breach any other obligation to such other party.
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the "Transferor"), it shall first make an offer by a written notice to the other Parties (the "Transferee") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. . If any of the Transferees intends to purchase all or any portion of the said shares so offered, such Party shall dispatch a written notice of acceptance to the transferor describing the number of the shares it intends to purchase within three (3) weeks after the date of receipt of the offer. The sale price of the shares shall be determined in terms of Article 6.3(c) hereof.
Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; Does this contract include an exclusivity agreement?
Answer: Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries
Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.
Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.
Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; What is the expiration date of this contract?
Answer: This Agreement will become effective as of the last date of signature (Effective Date) and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term of 10 Years following the first date of public availability of the PACIFICAP ENTERTAINMENT Content within a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property (the "Initial Term").
Question: Consider the Service Agreement between PC Financial Services Private Limited and Mobimagic Co., Ltd. for System Maintenance and Data Processing Services; What are the audit rights under this contract?
Answer: Both Parties acknowledge and confirm that the Reserve Bank of India (hereafter "RBI") or persons authorized by it has right to access and inspect the PC Financial's documents, records of Service transactions and other necessary information related to the Services or Activity given to, stored or processed by Mobimagic within a reasonable time.
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; What licenses are granted under this contract?
Answer: Subject to the terms and conditions and in consideration of the payments set forth herein and in the Primary Agreement, CSA as disclosed agent for Talent grants to Company from the Commencement Date the right and license during the Term of this Agreement in the Territory to use the "Property" in connection with the advertisement, promotion, and sale of the Property Training Course and the Product as well as the right to use such Property on the Product and related packaging.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the notice period required to terminate the renewal?
Answer: The Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term") unless either party provides the other party written notification of its intent to terminate the Agreement no later than sixty (60) days prior to the end of the then applicable term.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Notwithstanding the foregoing, Wade agrees that for a period of ninety (90) days prior to the expiration of the Term (unless the Agreement is terminated by Wade as permitted hereunder), Naked shall have the exclusive right to negotiate for continued endorsement by Athlete of the Naked Products.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What is the notice period required to terminate the renewal?
Answer: Following the Term, this Supply Agreement shall automatically renew for successive periods of one (1) year (each a "Renewal Term"), unless a Party delivers written notice of non-renewal to the other Party [***] prior to the end of the applicable term.