orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Construction and Maintenance Agreement for TAT-14 Cable Network between Deutsche Telekom AG and Multiple Telecommunications Companies; What are the audit rights under this contract?
Answer: The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford its designated  representatives  reasonable  rights of access to          examine,  test and inspect the submarine cable,  land cable,  submarine          cable and land cable  equipment,  material,  supplies and  installation          activities.
Each Party, at its own expense,  and upon reasonable  advance notice to          the relevant Maintenance  Authorities,  shall have the right to inspect          from time to time the operation and  maintenance  of any part of TAT-14          and to obtain copies of the maintenance records. For this purpose, each          Maintenance  Authority  shall  retain  significant  records,  including          recorder charts,  for a period of not less than five (5) years from the          date of the record.
The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford the  representatives  designated by the Managing Group the right          to review the books,  records,  vouchers  and  accounts  required to be          kept,  maintained and obtained pursuant to Subparagraphs  19.1 and 19.2          of this Agreement.
Any Party keeping and maintaining books, records, vouchers and accounts          of  costs  pursuant  to  Subparagraphs  19.4,  19.5  and  19.6  of this          Agreement  shall  afford the  Parties  the right to review at their own          expense  said  books,  records,  vouchers  and  accounts  of  costs  in          accordance   with  the  audit   procedures   established   by  the  F&A          Subcommittee.
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; What are the audit rights under this contract?
Answer: IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.
Question: Consider the Outsourcing Agreement between Modus Media International and Dragon Systems, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall be valid for an indefinite period.
Question: Consider the Web Site Hosting Agreement between Centrack International and i-on interactive; What is the governing law for this contract?
Answer: This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a clause preventing the solicitation of employees in this contract?
Answer: Each Party agrees that, during the [***] ([***]) [***] period starting from the Effective Date, such Party will not, directly or indirectly, solicit for employment any employee of the other Party or its Affiliates or otherwise induce or attempt to induce such employees to terminate their employment with such other Party or such other Party's Affiliates; provided, however, that general public solicitations and advertisements not directed at employees of the other Party, and the extension of offers to persons who respond to such general solicitations and advertisements, will not be deemed violations of this provision.
Question: Consider the Construction and Maintenance Agreement for TAT-14 Cable Network between Deutsche Telekom AG and Multiple Telecommunications Companies; Does this contract include any revenue or profit-sharing arrangements?
Answer: The revenue from          such  occasional use shall be shared by the Parties in accordance  with          Schedule B
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Does this contract include an exclusivity agreement?
Answer: Subject to the provisions of this Agreement, Bioeq hereby grants to Licensee an exclusive (even as to Bioeq), milestone- and royalty-bearing, non-transferable license (including the right to grant sublicenses only to the extent permitted by Section 2.1.2) under the Licensed Technology (including the Licensed Patents) to use, sell, have sold, import, have imported or otherwise Commercialize the Licensed Products in the Field in the Territory.
For clarity, the exclusive license granted to Licensee pursuant to Section 2.1 shall extend to all Intellectual Property Rights and Know-How Controlled by Bioeq and embodied within, or claiming or covering the Bioeq Improvements.
Solely in the event that this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9 or by Licensee pursuant to Section 15.2.5 , Licensee shall grant, and hereby grants to Bioeq an exclusive, royalty-free, fully paid, sublicenseable, license to use the Licensee-Controlled Trademarks which were actually used by Licensee to Commercialize the Licensed Products in the Territory in connection with Bioeq's Commercialization of the Licensed Products in the Territory.
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Are there any services to be provided after the termination of this contract?
Answer: In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.
Question: Consider the Web Site Hosting Agreement between Centrack International and i-on interactive; What is the expiration date of this contract?
Answer: The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.
Question: Consider the Construction and Maintenance Agreement for TAT-14 Cable Network between Deutsche Telekom AG and Multiple Telecommunications Companies; Is there an anti-assignment clause in this contract?
Answer: No Party may assign,  sell, transfer or dispose of part or parts of its          rights or obligations under this Agreement except as otherwise provided          for in Paragraph 9.
The Managing Group          may  decide  that the  assigning  Party  will not  remain  jointly  and          severally  liable  with  the  assignee  for  the  performance  of  this          Agreement for the duration of the Agreement provided that the assigning          Party will give  notice to the other  Parties in a timely  manner,  and          provided  that  the  assignee  agrees  in  writing  to be  bound by the          provisions of this Agreement.
Except in accordance  with  Subparagraph  30.2, no Party may assign the          whole of its rights under this Agreement without the written consent of          all the other Parties, such consent shall not be unreasonably withheld.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What are the insurance requirements under this contract?
Answer: Metavante currently maintains and, if available at a reasonable cost, Metavante shall continue to pay for, and maintain in full force and effect during the Term insurance as follows:

A. Workers' compensation and employers' liability insurance with limits to conform with the greater of the amount required by Wisconsin applicable state statutory law or one million dollars ($1,000,000) each accident, including occupational disease coverage;

B. Commercial general liability insurance with limits not less than three million dollars ($3,000,000) combined single limit for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and products and completed operations coverage;

C. Commercial automobile liability insurance with limits not less than one million dollars ($1,000,000) each occurrence combined single limit of liability for bodily injury, death, and property damage, including owned and non-owned and hired automobile coverages, as applicable;

D. Commercial Blanket Bond, including Electronic & Computer Crime or Unauthorized Computer Access coverage, in the amount of not less than ten million dollars ($10,000,000); and

E. Professional liability insurance (Errors and Omissions) with limits not less than three million dollars ($3,000,000) annual aggregate for all claims each policy year for computer programming and electronic data processing services.
To the extent any insurance coverage required under this Section is purchased on a "claims-made" basis, such insurance shall cover all prior acts of Metavante during the Term, and such insurance shall be continuously maintained until at least four (4) years beyond the expiration or termination of the Term, or Metavante shall purchase "tail" coverage, effective upon termination of any such policy or upon termination or expiration of the Term, to provide coverage for at least four (4) years from the occurrence of either such event.
Certificates of Insurance evidencing all coverages described in this Section shall be furnished to Customer upon request.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; Is there a cap on liability under this contract?
Answer: Notwithstanding any other provision of this Agreement, Metavante's maximum liability with respect to any Professional Services performed shall be limited to the value of the Professional Services engagement giving rise to the claim for Damages.
Metavante's sole responsibility, and Customer's sole remedy, shall be to provide, at Metavante's expense, a conforming replacement card to the appropriate cardholder(s).
Independent of, severable from, and to be enforced independently of any other provision of this Agreement, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND—including lost profits, loss of business, or other economic damage, and further including injury to property, AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, INCLUDING ANY FAILURE OF PERFORMANCE, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement, after two(2) years from the date on which the party knew or reasonably should have known of an event for which a cause of action arose regardless of the nature of the claim or form of action, whether in contract, tort (including negligence), or otherwise; provided, however, the foregoing limitation shall not apply to the collection of any amounts due Metavante under this Agreement.
In addition to and not in limitation of any other provision of this Article 9, each party hereby knowingly, voluntarily, and intentionally waives any right to recover from the other party, and Customer waives any right to recover from any Eligible Provider, any economic losses or damages in any action brought under tort theories, including, misrepresentation, negligence and/or strict liability, and/or relating to the quality or performance of any products or services provided by Metavante.
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Does this contract include any revenue or profit-sharing arrangements?
Answer: USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.
USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.
IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.
In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a non-compete clause in this contract?
Answer: During the term of this Agreement, neither Party shall, and shall not permit its Affiliates to, nor grant any rights to any Third Party to, directly or indirectly, Commercialize, or Develop any New Product for Commercialization in the Territory, except as permitted in accordance with this Section 3.4.
Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee conducts any clinical development of, markets, sells or distributes any Competitive Product in the Territory, whether directly or indirectly through the intermediary of a Third Party or its Affiliates (Restricted Activities);
Upon the consummation of such definitive agreement, if Licensee has not then divested all such Competitive Products such that a Competitor Change of Control has occurred, Bioeq may, upon sending written notice to Licensee within sixty (60) days thereafter, terminate this Agreement.
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; How is intellectual property ownership assigned in this contract?
Answer: Aduro shall be the sole and exclusive owner of, and Consultant hereby assigns to Aduro, any and all writings, documents, work product, inventions, developments, improvements, discoveries, know-how, processes, chemical entities, compounds, plans, memoranda, tests, research, designs, specifications, models and data that Consultant makes, conceives, discovers or develops, either solely or jointly with any other person in performance of the Services (collectively, "Work Product").
To the extent, if any, that Consultant has rights in or to any Work Product or any data or inventions developed in connection with work under this Agreement ("Aduro IP"), Consultant hereby irrevocably assigns and transfers to Aduro, and to the extent that an executory assignment is not enforceable, Consultant hereby agrees to assign and transfer to Aduro, in writing, from time to time, upon request, any and all right, title, or interest that Consultant has or may obtain in any Work Product and/or Aduro IP without the necessity of further consideration.
At Aduro's request and expense, Consultant shall assist Aduro in acquiring and maintaining its right in and title to, any Work Product.
Question: Consider the Construction and Maintenance Agreement for TAT-14 Cable Network between Deutsche Telekom AG and Multiple Telecommunications Companies; What happens in the event of a change of control of one of the parties in this contract?
Answer: A Party may assign the whole of its rights  under this  Agreement  to a          successor  by  law,  Subsidiary  or  Affiliate  of  such  Party,  or  a          corporation or an entity  jointly  controlling or under the same common          control as such Party,  provided that the assigning  Party shall remain          jointly and severally  liable with the assignee for the  performance of          this  Agreement for the duration of the  Agreement.
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Is there an anti-assignment clause in this contract?
Answer: The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall not be assignable by Consultant.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What are the audit rights under this contract?
Answer: The parties agree that the records maintained and produced under this Agreement shall, at all times, be available at the Operations Center for examination and audit by governmental agencies having jurisdiction over the Customer's business, including any Federal, State or Puerto Rico Regulator.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of [***], without regard to the conflicts of law principles thereof, and [***].
Question: Consider the Construction and Maintenance Agreement for TAT-14 Cable Network between Deutsche Telekom AG and Multiple Telecommunications Companies; Can this contract be terminated for convenience, and under what conditions?
Answer: However, any Party          may terminate  its  participation  in this  Agreement at the end of the          Initial Period or at any time  thereafter by giving at least one year's          prior notice,  in writing,  to the other  remaining  Parties.
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Can this contract be terminated for convenience, and under what conditions?
Answer: Both parties may terminate this Agreement upon ninety ("90") days written notice to the other party at the address stated in this Agreement as per section 3 above.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; Are there any services to be provided after the termination of this contract?
Answer: In addition, Metavante agrees to provide to Customer, at Customer's expense, all necessary assistance to facilitate the orderly transition of Services to Customer or its designee ("Termination Assistance"). As part of the Termination Assistance, Metavante shall assist Customer to develop a plan for the transition of all Services then being performed by Metavante under this Agreement, from Metavante to Customer or Customer's designee, on a reasonable schedule developed jointly by Metavante and Customer.
To the extent any insurance coverage required under this Section is purchased on a "claims-made" basis, such insurance shall cover all prior acts of Metavante during the Term, and such insurance shall be continuously maintained until at least four (4) years beyond the expiration or termination of the Term, or Metavante shall purchase "tail" coverage, effective upon termination of any such policy or upon termination or expiration of the Term, to provide coverage for at least four (4) years from the occurrence of either such event.
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement at any time on prior written notice to the other.
Question: Consider the Construction and Maintenance Agreement for TAT-14 Cable Network between Deutsche Telekom AG and Multiple Telecommunications Companies; What is the governing law for this contract?
Answer: The  construction,  interpretation  and  performance  of this Agreement          shall be governed by the laws of Switzerland,  except for its conflicts          of law principles.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What is the renewal term for this contract?
Answer: Except as otherwise specified in this Agreement, the Parties' respective rights and obligations under this Agreement shall commence on the Effective Date and shall remain in full force for ten (10) years after the First Commercial Sale of the first Licensed Product, and shall thereafter automatically renew for an unlimited period of time unless otherwise terminated in accordance with Section 15.2.
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; What is the governing law for this contract?
Answer: This Agreement shall be governed by the internal laws State of New York.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; Are the licenses granted under this contract non-transferable?
Answer: Metavante hereby grants to Customer a personal, nonexclusive, and nontransferable license and right, for the duration of this Agreement, to use the Incidental Software solely in accordance with the applicable Documentation and for no other purposes.
The Licensed Software is a copyrighted software product developed and owned by Metavante. All rights are reserved worldwide. Customer is granted a nonexclusive, nontransferable (except to permitted assigns of this Agreement) limited license to use the Licensed Software during the term of this Agreement. Customer shall not sell, lease, copy, distribute, transfer, assign or sublicense the Licensed Software to any third party.
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Is there a clause preventing the solicitation of employees in this contract?
Answer: From the Effective Date and for twelve (12) months after the termination of this Agreement (the "Restricted Period"), Consultant shall not, without Aduro's prior written consent, directly or indirectly, solicit or encourage any employee or contractor of Aduro or its affiliates to terminate employment with, or cease providing Services to, Aduro or its affiliates.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What is the expiration date of this contract?
Answer: Except as otherwise specified in this Agreement, the Parties' respective rights and obligations under this Agreement shall commence on the Effective Date and shall remain in full force for ten (10) years after the First Commercial Sale of the first Licensed Product, and shall thereafter automatically renew for an unlimited period of time unless otherwise terminated in accordance with Section 15.2.
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Is there a covenant not to sue included in this contract?
Answer: The Developer recognizes the Client's right, title, and interest in and to all service marks, trademarks, trade names , Copyrights and Patents used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client's right, title, and interest therein, nor shall the Developer cause diminishment of value of said trademarks or trade names through any act or representation
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Does this contract include an exclusivity agreement?
Answer: During the term of this Agreement, Consultant will not, directly or indirectly (whether for compensation or without compensation) engage in or provide consulting services, or enter into any agreement either written or oral, that would present a material conflict with any of the provisions of this Agreement, or would preclude Consultant from complying with the terms and conditions hereof.