orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, CONTENT PROVIDER hereby grants and assigns by means of present assignment to COMPANY and COMPANY hereby assumes for the Term of this Agreement (as set forth in paragraph 8, below), CONTENT PROVIDER'S rights and obligations regarding the Content from Licensors as set forth in Exhibit A with respect to the right and license for the territory of the People Republic of China to use, reproduce, distribute, transmit and publicly display the Current Content and the Future Content by means of the internet in accordance with Exhibit A and this Agreement. In this regard, it is specifically understood and agreed that CONTENT PROVIDER will not during the Term of this Agreement take any action to exploit or otherwise use, reproduce, distribute, transmit and publicly display any of the Content via the internet to Universities and College students in the People's Republic of China except for the benefit of the COMPANY.
Each party hereby grants to the other a non-exclusive, limited royalty-free license to use its trademarks, service marks or trade names only as specifically described in this Agreement.
Question: Consider the Service Agreement between Rise (Tianjin) Education Information Consulting Co., Ltd. and Service Recipient; Is there an anti-assignment clause in this contract?
Answer: Unless otherwise provided herein, Service Recipient shall not assign or transfer any rights or obligations hereunder to any third party without the prior written consent of Service Provider. Service Provider may assign or transfer its rights and obligations hereunder to any third party in connection with, among other things, equity restructuring or business restructuring, without the consent of Service Recipient.
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; Is there a minimum commitment required under this contract?
Answer: INITIAL ORDER COMMITMENT - MA commits to purchase a minimum of 100 Units in aggregate within the Territory within the first six months of term of this Agreement.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; What is the renewal term for this contract?
Answer: The initial term of this Agreement shall be for a period of four (4) years, commencing on the Effective Date, which term may be extended for up to three (3) years by written agreement of both Parties prior to the expiration date of the initial term or any extension thereof (collectively, the "Term").
In the event that either Wade or Naked wishes to extend the Term of the Agreement as contemplated above, it shall provide the other Party with written notice at least ninety (90) days prior to the expiration of the Term. The other Party will then have a period of fourteen (14) days from the date of the notice to indicate whether it also desires to extend the Term, on the terms and conditions set forth herein and if no such indication is made, the other Party will be deemed to have declined the offer to extend
Question: Consider the Intellectual Property Agreement between Equifax Inc. and Certegy Inc.; What is the governing law for this contract?
Answer: This Agreement shall be construed in accordance with, and governed by, the





laws of the State of Georgia, without regard to the conflicts of law rules of such state.
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; What are the insurance requirements under this contract?
Answer: The Parties shall provide civil liability insurance cover to their own personnel with respect to accidents and damages charged to them.
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; What happens in the event of a change of control of one of the parties in this contract?
Answer: During the term hereof, any division, merger, dissolution, liquidation, bankruptcy or other events that lead to changes of Party B in the company nature, qualification and capacity for civil acts shall be notified to Party A in time, and subject to the provisions hereunder about the exit grace period.
In case of division or merger of Party B, this Agreement shall terminate, and the successor company (or other entity) to Party B's wireless value added business hereunder shall re-apply for business opening to Party A, and timely modify Party B's enterprise identifier code and other information existing on Party A's business system or other business management system.
Question: Consider the Service Agreement between Rise (Tianjin) Education Information Consulting Co., Ltd. and Service Recipient; What is the renewal term for this contract?
Answer: This Agreement shall be renewed automatically for another five (5) years upon the expiration unless the Parties confirm, in writing, the termination of this Agreement.
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for the license of rights granted hereunder in the Current Content, COMPANY hereby agrees to issue to YGP 16,200 shares of its Series A Convertible Preferred Stock for which YGP will pay COMPANY the sum of $1.00 per share or $16,200 in the aggregate; NCM 3,000 of its Series A Convertible Preferred Stock for which NCM will pay COMPANY the sum of $1.00 per share or $3,000 in the aggregate and TWK 12,000 of its Series A Convertible Preferred Stock for which TWK will pay COMPANY the sum of $1.00 per share or $12,000 in the aggregate.
In addition to the foregoing, and subject to the terms and conditions of the applicable content agreement with such Licensor, COMPANY agrees to pay directly to each Licensor from whom CONTENT PROVIDER might obtain Content which CONTENT PROVIDER licenses to COMPANY pursuant hereto a royalty equal to that royalty which CONTENT PROVIDER might be obligated to pay to that Licensor with respect to the use and exploitation of that Content in the manner licensed to and actually used by COMPANY pursuant hereto provided, however, unless the Parties might agree in writing to the contrary, in no event will COMPANY be obligated to pay such Licensor for the use of such Content more than fifty percent (50.0%) of all revenues generated during the Term of this Agreement from banner advertising that appears on Web site pages that display that Content or any portion thereof and with respect to which at least a majority of the content (excluding advertisements) on such pages is composed of the Content (the "Net Advertising Revenue").
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of England and Wales, and all actions brought hereunder whether at law or in equity shall be brought in England.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Is there a cap on liability under this contract?
Answer: Subject to Section 17(c), in no event shall either Party be liable to the other for any consequential, incidental, exemplary or punitive damages even if advised in advance of the possibility of such damages. Further, subject to Section 17(c), neither Party shall not be liable to the other Party for any lost revenue, lost profit or lost savings.
Subject to Section 17(c), in no event shall either Party's liability under this Agreement exceed the aggregate of all amounts paid under this Agreement and amounts that have accrued but not yet been paid in the twelve (12) months preceding the event giving rise to the claim.
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; Is there an anti-assignment clause in this contract?
Answer: MA may not assign, sell, lease or otherwise transfer in whole or in party any of the rights granted pursuant to this Agreement without prior written approval of Company.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be for a period of four (4) years, commencing on the Effective Date, which term may be extended for up to three (3) years by written agreement of both Parties prior to the expiration date of the initial term or any extension thereof (collectively, the "Term").
Question: Consider the Collaboration Agreement between Ceres, Inc. and Institute of Grassland and Environmental Research; Does this contract provide for joint intellectual property ownership?
Answer: "JOINT INTELLECTUAL PROPERTY" shall mean (a) all patentable inventions conceived, discovered, developed and/or reduced to practice (i)  jointly by one or more employees, agents, or students of CERES and by one or more employees, agents, or students of IGER in the performance of  any RESEARCH PROJECT(S) or (ii) by one or more employees, agents or students of IGER in the performance of any RESEARCH PROJECT(S) to  the extent CERES provides a financial contribution for such RESEARCH PROJECT, which is not less than twenty-five percent (25%) of either the  overall cost of such RESEARCH PROJECT or of the activity during which the invention was made, unless expressly provided otherwise in a  SCHEDULE; (b) patents, patent applications, plant variety rights, plant variety right applications, reissues, continuations, continuations-in-part  and divisionals claiming such patentable inventions in any country of the world; (c) all trade secrets and copyrighted works created jointly by one  or more employees, agents, or students of CERES and by one or more employees, agents, or students of IGER in the performance of any  RESEARCH PROJECT(S); and (d) all germplasm and plant varieties created in the performance of plant breeding activities in the performance of  any RESEARCH PROJECT(S).
CERES and IGER shall have an undivided interest in JOINT INTELLECTUAL PROPERTY. Consequently, any and all patent applications or  plant variety rights applications that cover JOINT INTELLECTUAL PROPERTY shall be assigned jointly to CERES and IGER as soon as  practicable.
Each Party will notify the other Party, in writing ("INVENTION NOTICE"), within thirty (30) days of reduction to practice or knowledge of  conception or discovery of JOINT INTELLECTUAL PROPERTY, and each INVENTION NOTICE will describe the JOINT INTELLECTUAL  PROPERTY with sufficient specificity to allow assessment by the other Party.
The ADMINISTERING PARTY shall keep the non-administering Party advised as to all developments with respect to all patent and plant  variety rights application(s) and issued patents and plant variety rights covering jointly owned JOINT INTELLECTUAL PROPERTY, which  includes supplying copies of all papers received and filed in connection with such applications and patents in sufficient time for the non- administering Party to comment thereon.
CERES and IGER shall use reasonable efforts to avoid any action that might jeopardize the ability of the Parties, individually or jointly as the  case may be, to obtain or retain valid/enforceable intellectual rights in JOINT INTELLECTUAL PROPERTY, IGER INTELLECTUAL PROPERTY or  CERES INTELLECTUAL PROPERTY.
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; What are the audit rights under this contract?
Answer: Supplier shall use its commercially reasonable efforts to permit CUTANEA to have access to Supplier's (and its agents' and subcontractors') facilities upon reasonable notice, during normal business hours for any reasonable purpose, including compliance with current Good Manufacturing Practices and the Act.
Without limiting the generality of the foregoing, but subject to the Quality Agreement, Supplier shall use its commercially reasonable efforts to permit CUTANEA to conduct, once annually during the Term, one quality assurance and Manufacturing costs audit for any reasonable purpose, including access to those portions of Supplier's (and its agent's and subcontractor's) facilities where services are conducted under this Agreement, upon reasonable advance notice and at reasonable times during regular business hours (an "Annual Audit"). Supplier shall not charge CUTANEA for time and expenses incurred by Supplier (or its agents and subcontractors) in connection with an Annual Audit.
Both parties must also (1) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, (2) devise and maintain a system of internal accounting controls, and (3) at any time a party so requests in writing, but no more than once a year, grant to the other party commercially reasonable access to said books, records, systems and accounts to verify compliance. Such inspection shall be undertaken by an independent public accountant or accounting firm appointed by the requesting party and about whom the other party does not express a legitimate concern. For the avoidance of doubt, this restricted annual audit shall not apply to for-cause audits, which may be conducted at any time.
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; Are there any services to be provided after the termination of this contract?
Answer: Upon termination of the contract, the agreement set forth in clause 5 ("Intellectual property rights and prohibition of transfer to third parties") and clause 6 ("Economic rights") will remain into force.
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: COMPANY may, in its unfettered discretion, terminate this Agreement at any time after first givingCONTENT PROVIDER ten (10) days advance notice thereof.
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; Is there a non-compete clause in this contract?
Answer: Party B shall not advertise, or make any statement favorable for, any competitor having the same or similar business scope as Party A in the services it provides.
Question: Consider the Service Agreement between Rise (Tianjin) Education Information Consulting Co., Ltd. and Service Recipient; What is the expiration date of this contract?
Answer: The term of this Agreement shall be five (5) years.
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; What is the renewal term for this contract?
Answer: The period of license granted shall be for the Term and shall extend for a period of twenty four (24) months or until terminated as per clause 8 herein.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Is there uncapped liability under this contract?
Answer: Subject to Section 17(c), in no event shall either Party be liable to the other for any consequential, incidental, exemplary or punitive damages even if advised in advance of the possibility of such damages. Further, subject to Section 17(c), neither Party shall not be liable to the other Party for any lost revenue, lost profit or lost savings.
Subject to Section 17(c), in no event shall either Party's liability under this Agreement exceed the aggregate of all amounts paid under this Agreement and amounts that have accrued but not yet been paid in the twelve (12) months preceding the event giving rise to the claim.
Notwithstanding Sections 17(a) and 17(b), neither Party excludes or limits any liability for: (i) personal injury or death to the extent that such injury or death results from the negligence or wilful misconduct of a Party or its employees or subcontractors; (ii) fraud, fraudulent misrepresentation or fraudulent concealment; (iii) the Party's obligations set out in Sections 2(c), 5(b), 5(c), 6(b), 11, 13 or 16; (iv) CHT's payment obligations under Section 7; or (v) willful misconduct or gross negligence.
Question: Consider the Endorsement Agreement between Eco Science Solutions, Inc. and Stephen Marley; Are the licenses granted under this contract non-transferable?
Answer: Such usage may not be sold or transferred.
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; What is the governing law for this contract?
Answer: This Agreement is accepted by Company in the State of Nevada and shall be governed by and construed in accordance with the laws thereof, which laws shall prevail in the event of any conflict.
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; Are there any services to be provided after the termination of this contract?
Answer: Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies).
Question: Consider the Collaboration Agreement between Ceres, Inc. and Institute of Grassland and Environmental Research; Does this contract include any revenue or profit-sharing arrangements?
Answer: Unless otherwise agreed by the Parties, IGER shall pay royalties to CERES under its non-exclusive right set forth in Article 5.2.1 at a rate  equal to one half of the royalty rate in CERES' exclusive license agreement for the same RELEASED VARIETY, and CERES shall pay royalties at  the same rate to IGER for sales by CERES, its AFFILIATED COMPANIES or licensees in the United Kingdom.
In addition to the royalty provided in Article 4.2, CERES agrees to pay a royalty on NET SALES of the LICENSED VARIETY equal to the  royalty due, on the basis of the Convention on Biological Diversity, by IGER to the country or countries where the material on which the  LICENSED VARIETY is based has been collected, up to a maximum of [***] percent ([***]%) of NET SALES, and an equivalent additional royalty  on LICENSE INCOME to be determined.
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; Does this contract provide for joint intellectual property ownership?
Answer: The Industrial Property Rights on the Results, as well as the Intellectual Property Rights realized in the research activities covered by this JV, are due jointly to the parties in equal shares (50% for each Party), without prejudice to the possibility of agreeing in writing, during the course of every specific activity, about the modification of the respective shares of co-ownership, based upon the actual contribution of each of the Parties to the research activities, and also without prejudice to the recognition of the intellectual rights due to each inventor pursuant to current legislation.
In this case the Party concerned shall have the right to proceed with the submission of the application on the Results at its own expense and in co-ownership with the other Party, subject to written notice.
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; What is the renewal term for this contract?
Answer: Upon the expiry of this Agreement, this Agreement may be renewed automatically for one year (but can only be renewed once) if neither Party raises objection.
Question: Consider the Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and New York Life Insurance and Annuity Corporation; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; Does this contract include an exclusivity agreement?
Answer: In this regard, it is specifically understood and agreed that CONTENT PROVIDER will not during the Term of this Agreement take any action to exploit or otherwise use, reproduce, distribute, transmit and publicly display any of the Content via the internet to Universities and College students in the People's Republic of China except for the benefit of the COMPANY.
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; What is the expiration date of this contract?
Answer: "Term" means: 1.5t January 2013 to 315t December 2013 or until terminated under the provisions of this Agreement or the Primary Agreement.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; What are the audit rights under this contract?
Answer: CHT shall, in good faith and at its own expense:
maintain books, records and accounts of all transactions and activities covered by this Agreement and permit reasonable examination thereof by Ehave and its representatives in accordance with this Agreement.
CHT will provide Ehave and its representatives, auditors and inspectors ("Auditors") upon ten (10) Business Days prior written notice with reasonable access, during business hours, to all facilities, systems and assets used by CHT, to CHT personnel and subcontractors and to all relevant CHT books and records, in each case, to the extent relevant to this Agreement, in order to conduct appropriate audits, examinations and inspections ("Audits") to: (i) verify compliance with the requirements set out in this Agreement; and (ii) verify the Royalty calculations.
CHT shall provide to Ehave and its Auditors any assistance they may reasonably require to conduct such Audits. Audits may be conducted once a calendar year, provided that the foregoing limit shall not apply where an audit discovered an overcharge of 5% or more, in which case, Ehave may conduct another audit sooner. No period shall be audited more than once. Costs incurred by Ehave in connection with any audit or inspection conducted shall be borne by Ehave.
All information obtained by Ehave and its Auditors during any such Audit shall be kept confidential and shall be considered CHT's Confidential Information.
have shall impose confidentiality obligations on its Auditors that are substantially similar to those under Section 13 and shall be responsible for any breach of confidentiality by its Auditors.
On an annual basis, Ehave shall conduct and provide CHT the results of an audit conducted in accordance with the Statement on Standards for Attestation Engagements (SSAE) No. 18, Service Organization Control (SOC) 2 Report type audit or similar audits in respect of its operations.