orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: ExxonMobil grants FCE a worldwide, non-exclusive, royalty-free, perpetual, irrevocable (except as stated in Paragraphs 12.03 (Failure to Perform), 12.04 (Other Termination), and 12.05 (Bankruptcy)), sub-licensable, non-transferable (except pursuant to Article 14 (Assignment)), right and license to practice Program Results solely for Power Applications and Hydrogen Applications.
To the extent not already granted pursuant to the License Agreement, FCE grants ExxonMobil and its Affiliates a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, non-transferable (except pursuant to Article 14 (Assignment)) right and license to practice FCE Background Information and FCE Background Patents for Generation 2 Technology in Carbon Capture Applications and Hydrogen Applications.
ExxonMobil grants FCE a worldwide, non-exclusive, royalty- free, non-sub-licensable (except as set forth herein), perpetual, irrevocable (except as stated in Paragraphs 12.03 (Failure to Perform), 12.04 (Other Termination), and 12.05 (Bankruptcy)), non- transferable (except pursuant to Article 14 (Assignment)) right and license to practice ExxonMobil Background Information and ExxonMobil Background Patents for Generation 1 Technology in any applications outside of Carbon Capture Applications.
ExxonMobil grants FCE a worldwide, non-exclusive, royalty-free, non-sub- licensable (except as set forth herein), perpetual, irrevocable (except as stated in Paragraphs 12.03 (Failure to Perform), 12.04 (Other Termination), and 12.05 (Bankruptcy)), non-transferable (except pursuant to Article 14 (Assignment)) right and license to practice ExxonMobil Background Information and ExxonMobil Background Patents for Generation 1 Technology in Carbon Capture Applications, solely to conduct Authorized Work with Authorized Third Parties.
ExxonMobil grants FCE a worldwide, non-exclusive, royalty-free, non-sub-licensable (except as set forth herein), perpetual, irrevocable (except as stated in Paragraphs 12.03 (Failure to Perform), 12.04 (Other Termination), and 12.05 (Bankruptcy)), non- transferable (except pursuant to Article 14 (Assignment)) right and license to practice ExxonMobil Background Information and ExxonMobil Background Patents for Generation 2 Technology in Power Applications and Hydrogen Applications.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Does the licensee's affiliates have any licensing rights under this contract?
Answer: To the extent not already granted pursuant to the License Agreement, FCE grants ExxonMobil and its Affiliates a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, non-transferable (except pursuant to Article 14 (Assignment)) right and license to practice FCE Background Information and FCE Background Patents for Generation 2 Technology in Carbon Capture Applications and Hydrogen Applications.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Are there any exceptions to competitive restrictions in this contract?
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 Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are the licenses granted under this contract non-transferable?
Answer: HealthGate hereby grants to the Publishers a non-exclusive             non-transferable licence to use the Proprietary Software for the             purposes of this Agreement

            Save in relation to the Publishers' logos, trademarks, and content,             HealthGate may use and/or licence the Proprietary Software for             itself or for others without any compensation or liability to the             Publishers.
On termination of the provision of the Services by                     HealthGate to the Publishers for whatever reason, HealthGate                     shall at the Publishers' option:

                          (i) grant to the Publishers a non-exclusive                     non-transferable licence to use the Proprietary Software for                     the purposes of using, developing, enhancing and maintaining                     the Site and carrying out any or all of the activities                     previously carried out by HealthGate or on its behalf under                     this Agreement

                          (ii) exercise best endeavours to grant to the                     Publishers a non-exclusive non-transferable licence to use                     the Third Party Software for the Site when and to the extent                     requested by the Publishers.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; What are the audit rights under this contract?
Answer: Each party will have the right to engage an independent           third party to audit the books and records of the other party relevant           to the calculation of Retail Impressions or CNET Sales, upon           reasonable notice and during normal business hours, and the other           party will provide reasonable cooperation in connection with any such           audit.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What is the governing law for this contract?
Answer: This Agreement is to be construed according to the laws          of the State of Illinois.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the governing law for this contract?
Answer: This agreement shall be governed by the Laws of England (English common and statutory Law).
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What licenses are granted under this contract?
Answer: Publishers grant to HealthGate a perpetual, royalty-free licence to             use the Specification.
HealthGate hereby grants to the Publishers a non-exclusive             non-transferable licence to use the Proprietary Software for the             purposes of this Agreement

            Save in relation to the Publishers' logos, trademarks, and content,             HealthGate may use and/or licence the Proprietary Software for             itself or for others without any compensation or liability to the             Publishers.
On termination of the provision of the Services by                     HealthGate to the Publishers for whatever reason, HealthGate                     shall at the Publishers' option:

                          (i) grant to the Publishers a non-exclusive                     non-transferable licence to use the Proprietary Software for                     the purposes of using, developing, enhancing and maintaining                     the Site and carrying out any or all of the activities                     previously carried out by HealthGate or on its behalf under                     this Agreement

                          (ii) exercise best endeavours to grant to the                     Publishers a non-exclusive non-transferable licence to use                     the Third Party Software for the Site when and to the extent                     requested by the Publishers.
The Publishers grant to HealthGate a royalty-free licence for the             purpose of testing, demonstrating, and evaluating the Site.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What is the renewal term for this contract?
Answer: If Distributor                            complies with all of the terms of this Agreement, the                            Agreement  shall be  renewable on an annual basis for                            one (1) year terms for up to  another  ten (10) years                            on the same terms and conditions as set forth herein.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; What licenses are granted under this contract?
Answer: The Company hereby grants to CNET a non-exclusive, royalty-free           license, effective throughout the Term, to use, display and publish           any of the Company trademarks, tradenames, service marks and logos           that may be delivered by the Company to CNET expressly for inclusion           in the Promotions, solely for use in connection with the Promotions.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there a non-compete clause in this contract?
Answer: Distributor shall (a) procure the Products solely from STAAR (or its affiliates) and not (b) procure, manufacture, market or sell in the Territory any implantable medical devices that compete directly or indirectly with the Products, during the term of this Agreement.
In the event that Distributor terminates this Agreement, then for one year thereafter, Distributor shall not sell, promote, advertise or market in the Territory products which are competitive with the Products.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the notice period required to terminate the renewal?
Answer: This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term. A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What is the expiration date of this contract?
Answer: The term of this  Agreement  shall be ten (10)                            years (the "Term")  which shall  commence on the date                            upon which the Company  delivers to  Distributor  the                            last Sample, as defined  hereinafter.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; What is the governing law for this contract?
Answer: This Agreement, which is in English, shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; How is intellectual property ownership assigned in this contract?
Answer: HealthGate hereby assign all present and future copyright in the             Blackwell Specification to the Publishers.
HealthGate hereby             assigns all right, title and interest in and to the same to the             Publishers.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the renewal term for this contract?
Answer: This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Is there a minimum commitment required under this contract?
Answer: For each month during the Term, the Company will pay CNET a                  minimum of [XXXX] in cash, plus [XXX] of CNET Sales.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are there any price restrictions or controls specified in this contract?
Answer: The Use Fees shall remain the             same as in the Initial Period and the fee for the Services shall not             exceed $7000 for additional journals, $2000 maintenance fee on             existing journals and $2000 per Gigabyte.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Is there a cap on liability under this contract?
Answer: If this Agreement is terminated Lucid shall not be liable for any incidental, indirect; special punitive of consequential damages of any kind,  including any perceived or real market development costs.
If Lucid accepts Distributor's order and fails to deliver ordered products,  Distributors sole remedy will be limited to refund of money paid to Lucid for any undelivered products.
Lucid will not have any liability or responsibility to Distributor or any other person or entity for any consequential, indirect, special, punitive or  incidental damages or lost profits, whether foreseeable or unforeseeable, based on





     claims of Distributor or Distributor's customers (including but not limited to, claims for loss of data, goodwill, profits, use of money or use of  product, interruption in use or availability of data stoppage or other work or impairment or assets) arising out of breach or failure of express or  implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, except only in the case of death or personal  injury where and to the extent that applicable law requires such liability. In no event will the aggregate liability incurred by Lucid in any action or  proceeding exceed the total amount actually paid to Lucid by Distributor for the purchase of the products that actually caused the damage or loss.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: For each month during the Term, the Company will pay CNET a                  minimum of [XXXX] in cash, plus [XXX] of CNET Sales.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; What is the renewal term for this contract?
Answer: The term of this Agreement shall commence on the Effective Date and terminate in _____________, on _____________, unless terminated earlier pursuant to the terms of this Agreement; provided, however, that this Agreement may be renewed for successive one (1) year periods if STAAR and Distributor expressly agree in writing and in their sole discretion to renew this Agreement prior to the foregoing termination date or any successive renewal term.
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; What are the insurance requirements under this contract?
Answer: Sponsors must have their own liability insurance with limits of one million dollars.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the expiration date of this contract?
Answer: This agreement is for a term of ten (10) years.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either party, except           (a) to the transferee of substantially all of the business operations           of such party (whether by asset sale, stock sale, merger or otherwise)           or (b) to any entity that controls, is controlled by or is under           common control with such party.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there an anti-assignment clause in this contract?
Answer: The Agreement is not assignable, including any assignment by operation of law (including but not limited to as a result of a merger or other corporate action), by either Party without the prior written consent of the other Party.
Notwithstanding the foregoing, ExxonMobil may assign this Agreement to its Affiliates and FCE may assign this Agreement to any of its wholly-owned and wholly-controlled Affiliates, with prior written notice to the other Party, provided that (i) such assignment by FCE shall be void if at any point such Affiliate ceases to be both wholly-owned and wholly- controlled by FCE, (ii) Article 12, including but not limited to Paragraphs 12.03, 12.04 and 12.05, shall be applicable to both FCE and any Affiliate assignee of FCE, and (iii) no assignment pursuant to this sentence will relieve the Parties of their obligations under this Agreement.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; What licenses are granted under this contract?
Answer: Lucid agrees that the Distributor may use the  appropriate trademarks to promote the sale of products in the Territory. Such use is only with Lucid's permission and must be related to the sale of  Lucid products.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; How is intellectual property ownership assigned in this contract?
Answer: FCE will assign, and hereby assigns, to ExxonMobil ownership of Program Results.
For Program Patents, if one or more employees or other representatives of FCE are determined to be inventors, then FCE will:

(i) cause its employees, contractors, and consultants to render reasonable and timely assistance to ExxonMobil and its attorneys or agents;

(ii) assign, and will cause its and its Affiliates' employees, contractors, and consultants to assign, its right, title, and interest in and to such Program Patent to ExxonMobil for filing; and

(iii) cause its and its Affiliate employees, contractors, and consultants, to execute any documents as may be required to effect such assignments, or file, prosecute, and maintain any patent applications or patents that are based on, derived from, or protect such Program Patent.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Does this contract include any revenue or profit-sharing arrangements?
Answer: Each             party shall receive 30% of all advertising sales for advertising             sales originated by the other party (provided, in the event that             advertising is sold at rates less than fair market rates such 30%             figure shall be equitably increased to reflect the fair market value             of the advertising.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date and terminate in _____________, on _____________, unless terminated earlier pursuant to the terms of this Agreement; provided, however, that this Agreement may be renewed for successive one (1) year periods if STAAR and Distributor expressly agree in writing and in their sole discretion to renew this Agreement prior to the foregoing termination date or any successive renewal term.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Is there an anti-assignment clause in this contract?
Answer: HealthGate shall not transfer or assign the whole or any part of             this Agreement without the prior written consent of the Publishers.
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Is there a minimum commitment required under this contract?
Answer: The Distributor will employ as a minimum one full-time Lucid dedicated Product Manager sales professional, giving one hundred per cent of  their time to the promotion and sale of Lucid products.
The Distributor agrees to purchase from Lucid minimum agreed quantity of product in the first, second and third years of the Agreement, excluding  demonstration product.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: provided that (a) either party may terminate this Agreement,      effective at any time after the first three

       months of the Term, by giving 30 days' written notice of termination to the      other party,
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Is there a non-compete clause in this contract?
Answer: During the Term, CNET will not enter into more than      two other agreements under which CNET receives consideration from a      Competing Computer Products Retailer for displaying permanent links to or      other fixed promotions for such Competing Computer Products Retailer on any      CNET Site; provided that the foregoing will not restrict the display of(a)      standard advertisements for any Competing Computer Products Retailer or its      products or (b) any promotions within COMPUTERS.COM or within CNET's Snap!      Online service (which are expressly excluded from this provision).
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; Is there an anti-assignment clause in this contract?
Answer: This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Is there a covenant not to sue included in this contract?
Answer: Distributor acknowledges that Company owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Company (including without limitation any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Products)
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; What happens in the event of a change of control of one of the parties in this contract?
Answer: ExxonMobil may terminate this Agreement upon fifteen (15) days written notice, without penalty, payment or prejudice to claims and obligations then accrued, if FCE undergoes a Change in Control. Subject to requirements of applicable law, FCE will provide notice to ExxonMobil prior to, or promptly after, it becomes aware of any such Change in Control, and if prior notice is prohibited by applicable Law, as soon as practicable or after such notice is no longer prohibited, but in no event later than one (1) business day after any public announcement with respect to any such asset transfer or Change in Control. Notwithstanding anything else in this Agreement, in the event of termination under this Paragraph 12.04 ExxonMobil may terminate any licenses granted to FCE under this Agreement that would otherwise survive termination, taking into account the circumstances surrounding the Change in Control.