orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; What is the renewal term for this contract?
Answer: This agreement begins on the Commencement Date and, subject to clause 11.2, shall continue for an initial term of one (1) years (Initial Term) and indefinitely after that until terminated by either party giving at least twelve (12) months' prior written notice to expire on or after the expiry date of the initial term.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; What are the audit rights under this contract?
Answer: Upon 30 days prior written notice, such records shall be made available by the audited party for audit by an independent certified public accounting firm designated by the other party and reasonably acceptable to the party whose records are to be examined. The auditor will only examine such books and records during business hours but not more than once each fiscal year while this Agreement remains in effect and for three years thereafter in order to verify expenses, Net Sales, Depomed Net Sales, PDEs or Details completed, or payments due under this Agreement. The fees and expenses of the auditor performing such verification examination shall be borne by the party conducting the verification; provided, however, that if any verification reveals that the audited party has reported incorrectly, and the amount of such discrepancy is at least five percent of the aggregate amount that should have been reported for the period examined, then the audited party shall pay the entire amount of the fees and expenses for such verification.
Each party shall have the right, upon five business days' prior written notice, to audit all applicable records of the other party (other than records described in Section 7.2(a)) for the purpose of determining the audited party's compliance with the obligations set forth in this Agreement, including with respect to training programs and certifications and records reports for the Samples. The audit will be conducted during normal business hours, at convenient times. Any such audit may be conducted no more than once each fiscal year. The fees and expenses of the auditing party shall be borne by such party. This right to audit shall extend throughout the term of this Agreement and for one year after expiration or termination of this Agreement.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; What licenses are granted under this contract?
Answer: In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii)  terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development  Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations- in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively "Licensed Patents"), the tool kit listed in Exhibit C  ("Licensed Tool Kit"), and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary  consideration ("Research License").
Cargill hereby grants Bioamber, and Bioamber hereby accepts, an exclusive, royalty-free license to Cargill Improvements and Joint  Improvements for use in the Field during the term of this Development Agreement with a reservation of right for Cargill to practice  such Cargill Improvements and Joint Improvements for use in the field of succinic acid and salts thereof during the term of this  Development Agreement.
Cargill shall also grant a commercial license to Bioamber for Cargill Improvements and Joint Improvements under the terms  and conditions of Exhibit D.
Bioamber hereby grants Cargill, and Cargill hereby accepts, an exclusive, worldwide, royalty-free license with an unlimited right to  sublicense under and to Bioamber Improvements for use outside the Field during the term of this Development Agreement.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Does this contract include an exclusivity agreement?
Answer: During the term of this Agreement, DISTRIBUTOR shall have          the exclusive right for selling the Products to Beijing Sino-US Jinche          Yingang Auto Technological Services Limited (the "Auto Center"). PPG          Shanghai or any of its direct or indirect affiliates shall not sell any          of its products directly to the Auto Center or to any of the Auto          Center's affiliates in China or throughout the world, unless PPG          Shanghai obtains Distributor's written approval.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Are there any services to be provided after the termination of this contract?
Answer: This right to audit shall extend throughout the term of this Agreement and for one year after expiration or termination of this Agreement.
Following the termination of this Agreement at the conclusion of the initial five year term or any additional term, for each of the eight full calendar quarters following such termination, Depomed shall pay to King an amount equal to, in each of the first four such calendar quarters, [***]% of the Net Sales for each such quarter and, in each of the fifth through eighth such calendar quarters, [***]% of such Net Sales for each such quarter.
During the Term and for a period of two (2) years after any expiration or termination of this Agreement, each party shall maintain (i) a commercial general liability insurance policy or policies with minimum limits of $[***] per occurrence and $[***] in the aggregate on an annual basis and (ii) a product liability insurance policy or policies with minimum limits of $[***] per occurrence and $[***] in the aggregate on an annual basis; provided that the minimum product liability policy limits set forth above shall be increased to at least $[***] per occurrence and $[***] in the aggregate on an annual basis no later than December 31, 2006.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; What is the governing law for this contract?
Answer: This Agreement and all questions regarding its existence, validity, interpretation, breach or performance and any dispute or claim arising out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, United States, without reference to its conflicts of law principles to the extent those principles would require applying another jurisdiction's laws.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Does this contract provide for joint intellectual property ownership?
Answer: In the  event it is not clear as to ownership of any Improvement as described in this Section 5.2, in other words, if it is not clear whether an  invention or discovery is either a Bioamber Improvement or a Cargill Improvement, such Improvement shall be [***] and such Improvement  shall be designated "Joint Improvements".
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; What happens in the event of a change of control of one of the parties in this contract?
Answer: Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof, (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, (c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; What is the expiration date of this contract?
Answer: This agreement begins on the Commencement Date and, subject to clause 11.2, shall continue for an initial term of one (1) years (Initial Term) and indefinitely after that until terminated by either party giving at least twelve (12) months' prior written notice to expire on or after the expiry date of the initial term.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall remain in effect until September 1, 2045, unless earlier terminated by either Party pursuant to this Article 12 (the "Term").
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Does the licensee's affiliates have any licensing rights under this contract?
Answer: During the Term, subject to the terms and conditions of this Agreement, Depomed hereby grants to King and its Affiliates and King and its Affiliates hereby accept a co-exclusive right to Promote the Product under the Depomed Trademarks in the Territory together with Depomed and its Affiliates only, on the terms and subject to the conditions set forth herein.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What is the governing law for this contract?
Answer: The validity, construction, and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; What is the governing law for this contract?
Answer: This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Is there a covenant not to sue included in this contract?
Answer: Company agrees that it will not at any time contest the ownership or validity of any Reed's Intellectual Property or Deliverables, nor register or attempt to register any rights with respect to Reed's Intellectual Property, nor do anything that would jeopardize or diminish Reed's rights to or the value of Reed's Intellectual Property or Deliverables.
Reed's shall not at any time acquire any rights, title or interest in Company's Intellectual Property. Reed's agrees that it will not at any time contest the ownership or validity of any Company Intellectual Property, nor register or attempt to register any rights with respect to Company Intellectual Property, nor do anything that would jeopardize or diminish Company's rights to or the value of Company Intellectual Property.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Does this contract include any volume restrictions?
Answer: In addition to the payment in Section 2.1, Bioamber shall pay Cargill a total of [***] U.S. Dollars ($[***] per year per full-time equivalent  (FTE) person to perform the Work Plan, and Cargill will make available up to [***] FTE persons per year to perform the work as outlined in  the Work Plan.
In the event Milestone 3 is achieved, Cargill will provide up to [***] to assist in a successful transfer of the Modified  CB1 technology to Bioamber in order to allow subsequent scale-up at the same FTE rate set forth in Section 2.2.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What is the renewal term for this contract?
Answer: In the event that there is no written notice issued by either party to          show the intention to renew this Agreement in the said thirty(30) days          before the expiry of the current Term of the Agreement, the Agreement          shall terminate at the end of the said thirty(30) days.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Are the licenses granted under this contract non-transferable?
Answer: Depomed shall, and does hereby, grant to King a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Product pursuant to this Agreement, which license shall not be assignable or transferable by King, except in accordance with the terms of Section 2.2.
Depomed hereby grants to King a non-assignable, non- sublicensable, non-exclusive, royalty-free right and license to use the Depomed Trademarks in the Territory solely in connection with King's Promotion of the Product in accordance with this Agreement; provided King may assign and sublicense such right and license in accordance with Section 2.2.
King hereby grants to Depomed a non-assignable, non-sublicensable (except to any Third Party acting as the Depomed Sales Force), non-exclusive, royalty-free right and license to use the King Trademarks in the Territory solely in connection with Depomed's Promotion of the Product.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there a covenant not to sue included in this contract?
Answer: Distributor acknowledges that Company owns and retains all patents, trademarks, copyrights and other proprietary rights in the Products, and agrees that it will not at any time during or after the termination of this Agreement assert or claim any interest in or take any action which may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright, or other proprietary right owned by or licensed to Company.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; What is the expiration date of this contract?
Answer: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the "Term")
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") shall commence on the date          first above written and shall terminate on 31 December 2006, unless          sooner terminated in accordance with the provisions hereof.
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Is there uncapped liability under this contract?
Answer: EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 WITH REGARD TO CLAIMS BY THIRD PARTIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT OR CLAIM HEREUNDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; What licenses are granted under this contract?
Answer: During the Term, subject to the terms and conditions of this Agreement, Depomed hereby grants to King and its Affiliates and King and its Affiliates hereby accept a co-exclusive right to Promote the Product under the Depomed Trademarks in the Territory together with Depomed and its Affiliates only, on the terms and subject to the conditions set forth herein.
Depomed hereby grants to King the non-exclusive right, during the Term, to use the Launch Promotional Materials supplied to King pursuant to this Section 4.4(c) in the performance of its obligations under this Agreement.
Depomed shall, and does hereby, grant to King a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Product pursuant to this Agreement, which license shall not be assignable or transferable by King, except in accordance with the terms of Section 2.2.
Depomed hereby grants to King a non-assignable, non- sublicensable, non-exclusive, royalty-free right and license to use the Depomed Trademarks in the Territory solely in connection with King's Promotion of the Product in accordance with this Agreement; provided King may assign and sublicense such right and license in accordance with Section 2.2.
King hereby grants to Depomed a non-assignable, non-sublicensable (except to any Third Party acting as the Depomed Sales Force), non-exclusive, royalty-free right and license to use the King Trademarks in the Territory solely in connection with Depomed's Promotion of the Product.
Subject to this Section 4.8 and to applicable Legal Requirements, Depomed shall have the right to use Depomed Trademarks, and include the name "Depomed," "AcuForm," or any variation thereof on the Promotional Materials developed by Depomed in accordance with this Agreement.
Depomed agrees to grant and hereby grants to King an exclusive option (exercisable at King's sole discretion by providing written notice of intent at any time, but in no event later than 180 days after the Effective Date) to obtain an exclusive license in the Territory to certain of Depomed's proprietary drug delivery technology in combination with both metformin hydrochloride and any other active pharmaceutical ingredients (a "Combination Product License").
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall assign this Development Agreement or the obligations contained herein without the express written  consent of the other Party.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; What are the insurance requirements under this contract?
Answer: Distributor shall, at its own expense, maintain at a minimum general and product liability coverage in the Territory of at least US$2 million per occurrence, US$5 million in the aggregate. On a separate endorsement, Distributor shall name STAAR as an additional named insured. Such separate endorsement shall indicate that Distributor's insurance is primary and that STAAR's coverage as an additional named insured is not contributory.
ach such insurance policy and endorsement shall provide that the insurance will not be canceled or reduces without at least thirty (30) days' prior written notice to STAAR. On request, Distributor shall provide STAAR with copies or certificates of all such insurance policies.
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Is there a cap on liability under this contract?
Answer: EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 WITH REGARD TO CLAIMS BY THIRD PARTIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT OR CLAIM HEREUNDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What are the insurance requirements under this contract?
Answer: The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company.
The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Cargill shall have the first option to prepare, file, prosecute, and maintain patent applications and issued/granted patents on  Bioamber Improvements and Joint Improvements, which option may be waived in whole or in part.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Is there a covenant not to sue included in this contract?
Answer: During the Term of this Agreement and                   for three  years  thereafter,  the  Distributor  (on behalf of                   itself and each of its affiliates) agrees not to commence,  or                   provide any  information to or otherwise  assist any person or                   entity in  connection  with,  any suit,  action or  proceeding                   contesting the ownership,  validity or  enforceability  of any                   patent,  copyright,  trademark,  trade name or other propriety                   right owned by or licensed to the Company,  whether  currently                   existing or hereinafter invented, developed or acquired unless                   required to by court order.