orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: Following the Exclusivity Period (and during the Exclusivity Period, with respect to Product SKU quantities in excess of the Exclusive Purchase Requirement in accordance with the preceding sentence), nothing in this Agreement shall prevent Customer or any of its Affiliates from manufacturing Product for itself, or having Product manufactured by a Third Party, including in amounts in addition to the Purchase Orders for Product issued to Manufacturer in accordance with this
For clarity and notwithstanding anything contained herein, nothing in this Section 2.1(e)(i) (A) is intended to be inconsistent with Section 2.4(e)(i) or to otherwise indicate that Customer is subject to any requirement to purchase Product under this Agreement or (B) is intended to prevent Customer from qualifying a back-up supplier for any Product during the Exclusivity Period
In the event of a Triggering Event, Customer's Exclusive Purchase Requirement with respect to each and every Product that is the subject of the Triggering Event shall be temporarily suspended until such time as Manufacturer notifies Customer that Manufacturer is able to resume the manufacture and supply of the subject Product(s) on the terms and conditions of this Agreement (such period referred to as the "Exclusive Purchase Requirement Suspension Period"); provided that, (i) during such Exclusive Purchase Requirement Suspension Period, Customer shall use commercially reasonable efforts to limit its orders for the subject Product(s) to the quantities specified in the last Forecast that preceded the Triggering Event for the applicable period(s) and promptly notify Manufacturer in the event and to the extent that Customer's orders exceed such quantities specified in such Forecast and (ii) Customer shall be entitled to take delivery of Product(s) ordered during the Exclusive Purchase Requirement Suspension Period even if such delivery is scheduled for or actually occurs subsequent to the Exclusive Purchase Requirement Suspension Period.
Question: Consider the Manufacturing and Supply Agreement between Apollo Endosurgery and Establishment Labs; Is there a cap on liability under this contract?
Answer: EXCEPT FOR BREACHES OR VIOLATIONS OF ARTICLE 9, OR INDEMNITY LIABILITIES ARISING UNDER THIS ARTICLE 8, OR CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING LOSS OF USE, REVENUES OR PROFITS, INTERRUPTION OF BUSINESS OR CLAIMS AGAINST EITHER PARTY OR ITS CUSTOMERS BY ANY THIRD PARTY, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; Is there a cap on liability under this contract?
Answer: The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages.
Subject to Subparagraph (c) below, the Agent will indemnify the       Company (and its officers, directors, employees, agents and affiliates)       and hold it (and them) harmless from and against all loss, damage,       liability, cost or expense of any nature whatsoever, including, without       limitation, any and all reasonable attorneys fees and court costs       (together, a "Loss"), arising out of or in connection with (i) the       inaccuracy or breach of any representation, warranty or obligation of the       Agent hereunder and/or (ii) the activities of the Agent in connection with       the promotion, sale or collection of payment of the Products in violation       of this Agreement, law or any other duty or obligation of the Agent. In no       way should the Agent be liable for incidental or consequential damages.
In no event will either party be       liable for special or consequential damages arising out of the breach or       the termination of this Agreement.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; What is the renewal term for this contract?
Answer: Thereafter, this agreement will renew automatically from year to year unless cancelled in writing by either Party giving the other written notice of such cancellation a minimum of 60 days before the end of the then current term.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there an anti-assignment clause in this contract?
Answer: Network Affiliate may not assign or transfer, by operation of law or otherwise, any of its rights under this  Agreement or delegate any of its duties under this Agreement to any third party without NCM's prior written consent, which consent shall not be  unreasonably withheld, conditioned or delayed.
This Agreement  shall not be assignable by either party unless the assignee expressly assumes in writing the obligations of the assignor hereunder. Any attempted  assignment in violation of this section shall be void.
Question: Consider the Co-Branding Agreement between Snap Technologies, Inc. and United Airlines, Inc. for Student Travel Services; Are there any exceptions to competitive restrictions in this contract?
Answer: For the avoidance of doubt, the parties acknowledge that the foregoing restriction applies only to persistent sponsorship placement as judged by Sponsor at its discretion, and not to run-of-site banner advertisements or other rotating promotional placements.
Question: Consider the Manufacturing and Supply Agreement between Apollo Endosurgery and Establishment Labs; Is there uncapped liability under this contract?
Answer: EXCEPT FOR BREACHES OR VIOLATIONS OF ARTICLE 9, OR INDEMNITY LIABILITIES ARISING UNDER THIS ARTICLE 8, OR CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING LOSS OF USE, REVENUES OR PROFITS, INTERRUPTION OF BUSINESS OR CLAIMS AGAINST EITHER PARTY OR ITS CUSTOMERS BY ANY THIRD PARTY, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; Does this contract include any revenue or profit-sharing arrangements?
Answer: The       Company will compensate the Agent an additional two (2) percent through a       discount off of the current price or promotional price of the Product       times the total monthly units shipped at that price to the Customer       excluding any taxes, and/or shipping and handling charges incurred by the       Company, so as to compensate the Agent's sales representatives.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What is the governing law for this contract?
Answer: This Agreement and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof or thereof shall be governed by and construed in accordance with the Law of the State of Delaware, without regard to any Laws or principles thereof that would result in the application of the Laws of any other jurisdiction.
Question: Consider the Co-Branding Agreement between Snap Technologies, Inc. and United Airlines, Inc. for Student Travel Services; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without reference to its choice of law rules.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; What is the expiration date of this contract?
Answer: The initial term of this Agreement will be for two (2) year(s) commencing on the Effective Date.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What happens in the event of a change of control of one of the parties in this contract?
Answer: Network Affiliate may not assign or transfer, by operation of law or otherwise, any of its rights under this  Agreement or delegate any of its duties under this Agreement to any third party without NCM's prior written consent, which consent shall not be  unreasonably withheld, conditioned or delayed
For the purposes of this Agreement, any change of control, merger, consolidation, or acquisition  of all or substantially all of the assets of Network Affiliate (collectively, a "Change of Control") shall be deemed an assignment.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What is the notice period required to terminate the renewal?
Answer: A Facility Addendum may be extended for up to three (3) additional periods of twelve (12) months (each, an "Extension Period") by written notice given by Customer to Manufacturer not less than twelve (12) months prior to the expiration of the Initial Term or the applicable Extension Period, as the case may be.
Question: Consider the Manufacturing and Supply Agreement between Apollo Endosurgery and Establishment Labs; What are the audit rights under this contract?
Answer: ESTABLISHMENT shall permit APOLLO and its agents, during business hours and upon notice to ESTABLISHMENT, to inspect the Facilities where the Product is manufactured, handled, stored or tested, as well as all processes relating to the manufacture, handling, storage, or testing of the Product, as well as all test records regarding the Product.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; Is there an anti-assignment clause in this contract?
Answer: Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What is the renewal term for this contract?
Answer: Unless otherwise provided in the applicable Facility Addendum, this Agreement (a) shall commence on the Effective Date and shall continue for a period of four (4) years from such date (the "Initial Term" of this Agreement), unless sooner terminated pursuant to Section 7.3, 7.4, 7.5, 7.6 or 7.7, and (b) may be extended for up to three (3) additional periods of twelve (12) months (each, an "Extension Period") by written notice given by Customer to Manufacturer not less than twelve (12) months prior to the expiration of the Initial Term or the applicable Extension Period, as the case may be.
A Facility Addendum may be extended for up to three (3) additional periods of twelve (12) months (each, an "Extension Period") by written notice given by Customer to Manufacturer not less than twelve (12) months prior to the expiration of the Initial Term or the applicable Extension Period, as the case may be
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; Is there a covenant not to sue included in this contract?
Answer: At no time during or after the term of this Agreement shall either party challenge or assist others to challenge the other party's Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of the other party.
Question: Consider the Co-Branding Agreement between Snap Technologies, Inc. and United Airlines, Inc. for Student Travel Services; What is the expiration date of this contract?
Answer: The Term shall commence on the date of this Agreement and, unless earlier terminated or extended as provided below, shall end as of December 31, 2000.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a non-disparagement clause in this contract?
Answer: Network Affiliate shall not engage in any conduct which  may place NCM or any NCM Mark in a negative light or context,
NCM shall not engage in any conduct  which may place Network Affiliate or any Network Affiliate Mark in a negative light or context,
Question: Consider the Manufacturing and Supply Agreement between Apollo Endosurgery and Establishment Labs; Is there a minimum commitment required under this contract?
Answer: • Minimum yearly purchases of [***] units on each contract year.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event of any material change in the organization,       ownership, management or control of the business of the Agent, the Company       may, at its option, terminate this Agreement upon giving written notice of       termination to the Agent.
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT IN THE EVENT OF A BREACH OF SECTION 11, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the Term and for a period of twelve (12) months thereafter Network Affiliate will not, without NCM's prior written  consent, either alone or in concert with others directly or indirectly solicit, entice, induce, or encourage: (i) any employee, contractor or agent of  NCM to terminate his or her employment, contractor or agency relationship with NCM,
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; What is the duration of any warranties provided in this contract?
Answer: E.piphany warrants that for a period of one (1) year from Effective Date, the Application as used within the scope of this Agreement will perform substantially in accordance with the functions described in the Documentation. E.piphany warrants the Application media is free from material defects in materials and workmanship under normal use for ninety (90) days from the applicable Order Form. E.piphany further warrants that its Maintenance, training and Professional Services will be rendered consistent with generally accepted industry standards for a period of ninety (90) days from performance of such services.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What is the expiration date of this contract?
Answer: Unless otherwise provided in the applicable Facility Addendum, this Agreement (a) shall commence on the Effective Date and shall continue for a period of four (4) years from such date (the "Initial Term" of this Agreement), unless sooner terminated pursuant to Section 7.3, 7.4, 7.5, 7.6 or 7.7, and (b) may be extended for up to three (3) additional periods of twelve (12) months (each, an "Extension Period") by written notice given by Customer to Manufacturer not less than twelve (12) months prior to the expiration of the Initial Term or the applicable Extension Period, as the case may be.
Question: Consider the Manufacturing and Supply Agreement between Apollo Endosurgery and Establishment Labs; What is the governing law for this contract?
Answer: Notwithstanding its place of execution or performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, irrespective of its laws regarding choice or conflict of laws.
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; Is there a cap on liability under this contract?
Answer: For any breach of the warranties contained in Section 4.1, HSNS's sole and exclusive remedy, and E.piphany's entire liability, shall be: (i) in the case of a nonconforming Application, to correct the nonconforming Application, provided that HSNS notifies E.piphany of the nonconformity within the warranty period and HSNS has installed all Updates and, if E.piphany is unable to do so, HSNS shall be entitled to terminate the Application license and recover the fees paid to E.piphany for such Application; (ii) in the case of defective media, to replace such defective media, provided that HSNS returns such defective media during the warranty period; (iii) in the case of infringing Application, the indemnity contained in Section 10.1 ("E.piphany Intellectual Property Indemnify") and (iv) in the case of services to which the breach of warranty relate, the correction of defective work so as to comply with generally accepted industry standards.
THE PROVISIONS OF SECTION 10.1 ("E.PIPHANY INTELLECTUAL PROPERTY INDEMNITY") STATE THE ENTIRE LIABILITY AND OBLIGATION OF E.PIPHANY, AND THE EXCLUSIVE REMEDY OF HSNS, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE APPLICATION OR ANY PART THEREOF. THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE EXCLUSIVE REMEDIES.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL E.PIPHANY'S LIABILITY HEREUNDER EXCEED THE SUM TOTAL OF PAYMENTS MADE BY HSNS UNDER THE INITIAL TERM OF THIS AGREEMENT.
In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of E.piphany or HSNS.
Except for actions for nonpayment of breach of E.piphany's proprietary rights in the Application, no action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued.
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT IN THE EVENT OF A BREACH OF SECTION 11, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may, at its option, terminate this Agreement       without cause, effective at any time after January 31, 1999, upon giving       at least ninety (90) days prior written notice of such termination to the       other party.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; What are the insurance requirements under this contract?
Answer: Each Party shall maintain (a) comprehensive general liability insurance (including without limitation, coverage for bodily injury, personal injury, property damage, casualty loss and contractual and trademark liability); and (b) product liability insurance, providing full indemnification and defense against claims, liabilities, damages, demands and causes of action, alleged or actual, arising out of any defects in or use of the Product under this Agreement (including manufacturing, design, warning, or instruction claims), in such amounts as it customarily maintains for similar products and activities, but in no event less than $5,000,000 per individual claim and $10,000,000 in the aggregate
At the time of entering this Agreement, each Party shall be fully insured and shall duly maintain such insurance during the term of this Agreement and thereafter for so long as it customarily maintains insurance for itself for similar products and activities.
Each Party shall cause such insurance policies to provide that the other Party shall be given at least thirty (30) days' notice of any cancellation, termination or change in such insurance.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Does this contract include an exclusivity agreement?
Answer: During the Term, except as expressly provided in this Agreement, including Section  3.6 (Policy Trailer; Branded Slots); those provisions of Part A of Exhibit A that permit Network Affiliate to engage in certain Lobby Promotions;  Section 3.11 (Grand Openings, Employee Uniforms), collectively, the "Exclusivity Exceptions", Network Affiliate shall subscribe for and NCM shall  be the exclusive provider to the theatres of the services specifically set forth in the definition of the "Service." Except as permitted by the  Exclusivity Exceptions, during the Term, Network Affiliate shall neither engage nor permit a third party (excluding third party designees of NCM as  provided hereunder) to provide, or itself provide, to any of Network Affiliate's theatres any of the services specifically set forth in the definition of  Service. Subject only to the Exclusivity Exceptions, NCM shall be Network Affiliate's exclusive representative with respect to the procurement of  Inventory (including without limitation all on-screen advertising) for the Advertising Services.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; What is the governing law for this contract?
Answer: This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).
Question: Consider the Manufacturing Agreement between Antares Pharma, Inc. and AMAG Pharmaceuticals, Inc.; What are the insurance requirements under this contract?
Answer: Each Party shall obtain and maintain commercial general liability insurance, including product liability insurance covering the obligations of that Party under this Agreement through the Term and for a period of [***] thereafter, which insurance shall afford limits of not less than (i) $[***] for each occurrence; and (ii) $[***] in the aggregate per annum. Such insurance may be provided in more than one separate insurance policy and/or on claims made or claims made and reported forms as is common in the insurance marketplace for similar risks. If requested each Party will provide the other with a current and valid certificate of insurance evidencing the above and showing the name of the issuing company, the policy number, the effective date, the expiration date and the limits of liability.