orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there a minimum commitment required under this contract?
Answer: From and after the Promotion Commencement Date, King shall perform at least [***] PDEs per calendar year, with such amount prorated over the initial and final calendar years of the Term if either such year is a partial year. In fulfilling its obligations under this Section 4.1(b), King will perform [***], as follows: King will perform no less than an average of [***], with such reach and frequency as the JCC determines as part of the Annual Plan each year.
King agrees that from and after the Promotion Commencement Date, the King Sales Force will be staffed with at least [***] full-time Sales Representatives (subject to vacancies consistent with average vacancy rate experienced by King across its total sales force) who are actively promoting the Product in accordance with the Launch Plan or Annual Plan (the "Minimum Sales Force Level"); provided that King may meet such requirement to actively promote the Product by promoting the Product through P2 Details and P3 Details.
In the event that King does not perform the PDE Minimum in any Agreement Quarter (the difference between such PDE Minimum and the number of PDEs actually conducted, the "PDE Shortfall"), King will have until the end of the Agreement Quarter immediately following to cure its failure by providing a sufficient number of excess PDEs in the immediately following Agreement Quarter.
If King does not perform, in the aggregate, two times the PDE Minimum in any two consecutive Agreement Quarters, Depomed may demand that King cure such default by (A) [***] and (B) [***], in each case, prior to the end of the next succeeding Agreement Quarter following notice from Depomed.
Upon the third failure by King to meet the PDE Minimum during any six consecutive Agreement Quarters, Depomed shall have the right to [***] or demand that King shall cure such default in the same manner outlined in clause (i) above for the first such default.
If, as of the end of any period of the immediately previous four consecutive Agreement Quarters, Promotion Net Sales for such period are less than $[***], either party shall have the right to terminate this Agreement on 120 days' prior written notice to the other party, which notice may not be given before the third anniversary of the Promotion Commencement Date.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; What is the duration of any warranties provided in this contract?
Answer: STAAR warrants that, for the period of twelve (12) months from the date of delivery to Distributor hereunder (the "Warranty Period"), the Products will meet STAAR's published specifications or labeling for such Products as in effect at the time of such delivery ("Warranty").
STAAR shall pay for the return or replacement shipment to Distributor of Products repaired or replaced under the Warranty.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the duration of any warranties provided in this contract?
Answer: The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization ("RMA") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer.
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; How is intellectual property ownership assigned in this contract?
Answer: Reed's will exclusively own all Deliverables.
ompany will and hereby does, without further consideration, irrevocably assign to Reed's any and all worldwide right, title or interest that Company may now or hereafter possess in or to the Deliverables in perpetuity (or the maximum period permitted by Applicable Laws and Regulations) and Reed's accepts such assignment.
Company acknowledges and agrees that all Intellectual Property created by Company, its affiliates, representatives, or agents in connection with or resulting from any work or services related to the Products, including the Deliverables ("Work Product"), but excluding the Neutral Alcohol Beverage Base and excluding the Company's general know-how and independently developed production processes not specifically related to the Products, have been specially ordered and commissioned by Reed's, are works-made-for-hire from the moment of creation and that all such Work Product is and will be the sole and exclusive property of Reed's. To the extent not a work-for- hire, Company, its employees, subcontractors and agents hereby sell, assign and transfer to Reed's all right, title and interest in and to the Work Product, including without limitation, all rights to Intellectual Property therein.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What are the insurance requirements under this contract?
Answer: Company will carry a reasonable                   amount of product  liability  insurance  through a  reasonably                   acceptable  products liability insurance company and will name                   the  Distributor  as an additional  insured under that policy.                   Company  will make  reasonable  efforts  to  procure a policy,                   which is non-cancelable, except upon thirty (30) days, advance                   notice to the Distributor.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for King's performance of its obligations under this Agreement, Depomed shall pay promotion fees (the "Promotion Fees") to King as follows: following each Agreement Quarter during the Term, Depomed shall pay to King 50% of the Gross Margin for such Agreement Quarter.
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.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Does this contract include an exclusivity agreement?
Answer: 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.
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 Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there a cap on liability under this contract?
Answer: To the maximum extent permitted by applicable law, the exclusive remedy for breach of the Warranty shall be, at STAAR's option, the repair or replacement, at STAAR's expense, of the non-conforming Product; provided that Distributor notifies STAAR of the non-conformity and returns the non-conforming Product within the Warranty Period.
Without limiting the above, and to the maximum extent permitted by applicable law, Distributor's sole remedy in contract or in tort (including in negligence) and STAAR's liability shall be limited to the repair or replacement of any Product which is returned to and found to be defective or non-conforming by STAAR.
EXCEPT FOR EACH PARTY'S CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 12 AND INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 13, WITHOUT LIMITING ANY RIGHT DISTRIBUTOR MAY HAVE UNDER LOCAL STATUTES THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR DAMAGES DUE TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
. Without limiting the generality of the foregoing, upon any termination of this Agreement by either Party in accordance with its terms (or otherwise), in no event shall STAAR be required to pay to Distributor any "good will" or other payment of any nature or kind based on the sales, business development or other activities of Distributor during the term of this Agreement.
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Is there an anti-assignment clause in this contract?
Answer: Company may not assign or transfer its rights or obligations under this Agreement, whether by operation of law, contract or otherwise, without the prior written consent of Reed's, which shall not be unreasonably withheld (it being understood that a purported assignment to a Reed's competitor identified or referred to in Exhibit D of the Manufacturing and Distribution Agreement shall be considered to be a reasonable basis for withholding consent).
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Is there a non-compete clause in this contract?
Answer: Bioamber will not itself or with or through third parties engage in the development of biocatalysts  other than E. coli for the production of succinic acid or salts thereof, except for the development activities under the terms and conditions  of this Development Agreement.
This restriction shall apply to any succinic acid biocatalyst other than E. coli,  be it a biocatalyst developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which  Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or  commitment to a future payment.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there uncapped liability under this contract?
Answer: EXCEPT FOR EACH PARTY'S CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 12 AND INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 13, WITHOUT LIMITING ANY RIGHT DISTRIBUTOR MAY HAVE UNDER LOCAL STATUTES THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR DAMAGES DUE TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there an anti-assignment clause in this contract?
Answer: Except pursuant to Section 16.9 or in connection with the use of Third Party Sales Representatives, King shall not assign, subcontract or otherwise transfer or delegate any of its rights or obligations under this Agreement without the express written consent of Depomed, which consent may be withheld by Depomed in its sole discretion.
This Agreement and the rights granted herein shall not be assignable by either party hereto without the prior written consent of the other party. Any attempted assignment without consent shall be void.
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Does this contract include an exclusivity agreement?
Answer: In exchange for Company's contributions and obligations under this Agreement, Reed's grants Company the exclusive right to manufacture, package, promote, sell and distribute the Products (if and to the extent approved by the Development Committee), subject to the terms and conditions of a separate Manufacturing and Distribution Agreement to be entered into by the parties concurrently with this Agreement, as it may be amended, modified, supplemented or restated from time to time (the "Manufacturing and Distribution Agreement").
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; How is intellectual property ownership assigned in this contract?
Answer: The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Are there any services to be provided after the termination of this contract?
Answer: Upon any termination or expiration of this Agreement: (a) All sums due to either party from the other shall be promptly paid; (b) Distributor orders received and accepted by STAAR prior to the effective date of the termination of this Agreement shall be fulfilled in accordance with their terms; (c) All property belonging to one party but in the custody of the other shall be returned; (d) STAAR shall have the option to repurchase any or all current and resalable Products in Distributor's inventory at eighty percent (80%) of Distributor's original net purchase price (reflecting a twenty percent (20%) restocking and administrative fee); (e) Distributor shall cease all display, advertising and use of STAAR trade names, trademarks (including the Trademarks), logos and designations, except uses on the Products which remain in Distributor's possession, and shall transfer all registrations and sponsorships for the Products to STAAR or its designee;
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the above,  Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What licenses are granted under this contract?
Answer: Company  hereby   appoints                            Distributor as Company's exclusive distributor within                            the Market and grants to  Distributor  the  exclusive                            right  to sell and  distribute  Products  within  the                            Market,   and   Distributor   hereby   accepts   such                            appointment  and such grant,  in accordance  with the                            terms and conditions of this  Agreement.
The Company  hereby grants the  Distributor                            the right to do business  and use the name  "Electric                            City of  Illinois"  or a  similar  variation  thereof                            (collectively   the   "Names")  for  use  under  this                            Agreement.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Is there a minimum commitment required under this contract?
Answer: The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.
The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.
Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and any dispute arising hereunder shall be determined in accordance with, the laws of State of New York (without giving effect to conflict of laws principles) including all matters of construction, validity and performance.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; What is the governing law for this contract?
Answer: This Development Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,  United States of America, disregarding its conflicts of law rules.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Does this contract include an exclusivity agreement?
Answer: 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 Distributorship Agreement between STAAR Surgical AG and Distributor; Are the licenses granted under this contract non-transferable?
Answer: During the term of this Agreement, and subject to the terms and conditions hereof, STAAR hereby grants to Distributor, and Distributor hereby accepts, the limited, nontransferable, nonexclusive right and license to use the trade name, trademarks, and logos of STAAR (collectively, "Trademarks"), without the right to grant sublicenses, solely in connection with the marketing, distribution and sale of the Products in the Territory pursuant to this Agreement.
. Distributor shall not grant this privilege to any third party or to any affiliates without Company's prior written consent.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Is there a minimum commitment required under this contract?
Answer: In                            order  to  maintain  the  exclusive  rights  to sell,                            lease, distribute and service Products in the Market,                            the Distributor must use all commercially  reasonably                            efforts to purchase for sale to  subdistributors  the                            following minimum quantities of the Products from the                            Company:

         On the  commencement of the Term  Distributor will issue to the Company an  irrevocable  letter of credit ("LC") in the amount of Five Hundred  Thousand Dollars  ($500,000),  the form of which is  attached  hereto  as  Exhibit  A and incorporated  herein by reference.
A minimum of a $250,000.00  purchase  order  must be  received  by Company by the first of each month for a total (12) month  period.
(A)    375 units in the first Product Year (1999)

                  (B)    750 units in the next succeeding Product Year; (2000)

                  (C)    937 units in the next succeeding Product Year; (2001)

                  (D)    1,171 units in the next succeeding Product Year; (2002)

                  (E)    1,463 units in the next succeeding Product Year; (2003)

                  (F)    1,828 units in the next succeeding Product Year; (2004)

                  (G)    2,285 units in the next succeeding Product Year; (2005)

                  (H)    2,856  unit each in the lat  three  years of                          the initial Term of this  Agreement  and any                          renewals thereof.
If the  Distributor  shall fail to purchase the minimum number of units in any year, the  Distributor's  exclusive rights to sell and distribute the Product in the Market,  may at Company's sole option, be reevaluated.
Company's representatives will                            make themselves available three days per month in the                            first   Product   Year  to  consult  with  and  train                            Distributor.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Are there any price restrictions or controls specified in this contract?
Answer: The prices set forth in                            Section   2.4(a)  shall  be  subject  to   adjustment                            annually  on the  first  day  of  each  Product  Year                            beginning in the calendar  year 2000 and on the first                            day of each succeeding Product Year for the remainder                            of the Term and all  renewals  of this  Agreement  in                            proportion   to  the  increase  or  decrease  in  the                            Consumer  Price Index (CPI) as compared to the CPI as                            it  existed  on the  first  day of the  Term  of this                            Agreement.
The Company  also  reserves  the right to                            increase  or  decrease  the price  per unit  based on                            Company   wide   changes   in  unit   prices  to  all                            distributors of the Company,  provided however,  that                            any price changes, other than those based on the CPI,                            shall be uniformly applied to all distributors of the                            Products   and  shall   reasonably   applied  to  all                            distributors  of the  Products  and shall  reasonably                            reflect Company's costs of manufacturing the Products                            and/or  market  demand  for  the  Products,  provided                            further  than any increase in price based upon market                            demand   shall   not  be  so  great  as  to   deprive                            Distributor  of  its  normal  and  customary   profit                            margin.