orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; What are the audit rights under this contract?
Answer: NICE shall have the rights to conduct audits of the           Manufacturing Outsourcing Services and related facilities, systems,           and records as set forth in this Section 10 for the purpose of           auditing Contractor's compliance with the provisions of this           Agreement, all subject to the limitations below.
NICE agrees to           conduct the audits in a reasonable manner so as not to cause undue           disruption to Contractor's provision of the Manufacturing Outsourcing           Services and such audits shall be conducted during business hours, and           shall be coordinated with Contractor.
As part of the Manufacturing           Outsourcing Services, Contractor shall (1) retain records and           supporting documentation detailed in Section 10.2 above if and to the           extent such record retention is required by tax or similar           authorities, and/or exists in the ERP system, and/or is common           practice in the industry, including but not limited to - production           files for the following periods: 7 years for records required by tax           or similar authorities and ERP data, 3 years for production files,           otherwise as required by law or as is the common practice, and (2)           upon notice of no less than five (5) Days from NICE, provide NICE and           its designees with reasonable access to such records and documentation           for the purpose of conducting NICE' business and reporting.
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; What is the expiration date of this contract?
Answer: The term of this Agreement is for a period of five (5) years (the "Term") commencing on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Agreement, ending on January 31, 2025.
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; Is there an anti-assignment clause in this contract?
Answer: This Agreement will automatically terminate in the event of its "assignment" (as such term is defined for purposes of Section 15(a) (4) of the Investment Fund Act).
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; Is there a cap on liability under this contract?
Answer: Sicap Ltd's liability for indirect loss, including consequential loss,       loss of profit, lost savings and loss caused by interruption of operations       is excluded.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and               --------------------------------                           conditions of this Agreement, NTL, to the extent of its legal right to do so, hereby grants to Entrust under the Nortel Patents, a non-transferable, non- assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.
Subject to the terms and               -----------------------------------                           conditions of this Agreement, Entrust, to the extent of its legal right to do so, hereby grants to Nortel, under the Entrust Patents, an irrevocable, non- transferable, non-assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.
The licenses granted hereunder do not              ---------------------------                                        include for the Grantee the right to grant sublicenses to any third party except as expressly provide in Section 6.03.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Notwithstanding the aforesaid, it is agreed that any           manufacturing methods applied by Contractor, which are Contractor's           Proprietary Information, may be used by NICE itself (including its           Affiliates) (but may not be transferred/disclosed to any third party)           and by signing this Agreement Contractor hereby grants NICE a           personal, non exclusive, non transferable, perpetual license to use           such manufacturing methods.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest ("Prior Inventions"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; Is there an anti-assignment clause in this contract?
Answer: The rights and obligations under this maintenance and support contract may       not be assigned in whole or in part by either party without the prior       written consent by the other party.
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; What is the governing law for this contract?
Answer: This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Fund Act.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there an anti-assignment clause in this contract?
Answer: Each Party's rights under this Agreement are                ----------------                                               personal to that Party and that Party shall not assign, sublet or otherwise transfer any right or interest under this Agreement to anyone, without the prior written consent of the other Party, which shall not be unreasonably withheld.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Furthermore, without derogating from NICE'                undertakings hereunder, Contractor will use its international                supply chain in order to assist NICE in selling its dead                inventory, which is not included in APPENDIX F, and the proceeds                from such sales will be shared as follows: 10% Contractor, 90%                NICE. Contractor will report to NICE regularly, on such sales.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; What licenses are granted under this contract?
Answer: The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest ("Prior Inventions"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; What is the renewal term for this contract?
Answer: This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Fund and (B) the vote of a majority of the Fund's directors who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Fund Act) of any such party, in accordance with the requirements of the Investment Fund Act.
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; What is the notice period required to terminate the renewal?
Answer: After the initial period of two years, the maintenance and support       contract shall be automatically renewed for a period of one year on each       renewal date, unless one of the parties terminates the maintenance and       support contract through written notification to the other party in the       form of a registered letter with proof of receipt, at least six (6) weeks       prior to the renewal date.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there a most favored nation clause in this contract?
Answer: During the life of the Reseller Agreement,              -----------------------                                             it is the intention of ETI that the terms of the Reseller Agreement shall be no less favourable to Nortel than the terms in effect with any of Entrust's resellers of Entrust Products at the time the Reseller Agreement is executed.
For so long as ETI remains a Subsidiary              -----------------------                                           of NTL, it is the intention of ETI that the terms of the Source Code License  be no less favourable to Nortel than the terms then in effect with any of Entrust's source code licensees that receives substantially similar rights taking into account the relative size of the licensee and Entrust's potential benefits.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; Is there an anti-assignment clause in this contract?
Answer: Neither party shall in any way sell, transfer, assign,           sub-contract or otherwise dispose of any of the rights, privileges,           duties and obligations granted or imposed upon it under this           Agreement. However, NICE may, at its discretion, transfer and/or           assign any of its rights, privileges, duties and obligations granted           or imposed upon it under this Agreement to any NICE Affiliate,           provided that NICE remains responsible towards Contractor, jointly and           severally with the Affiliate, for all of its obligations hereunder so           assigned, and provided further that the assignee signs this Agreement.
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; What is the expiration date of this contract?
Answer: This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Fund and (B) the vote of a majority of the Fund's directors who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Fund Act) of any such party, in accordance with the requirements of the Investment Fund Act.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; How is intellectual property ownership assigned in this contract?
Answer: All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.
The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a "work made for hire," as that term is defined in the United States Copyright Act.
Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.
The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times.
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; What is the renewal term for this contract?
Answer: After the initial period of two years, the maintenance and support       contract shall be automatically renewed for a period of one year on each       renewal date, unless one of the parties terminates the maintenance and       support contract through written notification to the other party in the       form of a registered letter with proof of receipt, at least six (6) weeks       prior to the renewal date.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and be                --------- ----                                            construed in accordance with the laws of the Province of Ontario, Canada.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; Can this contract be terminated for convenience, and under what conditions?
Answer: Notwithstanding the aforesaid in Section 16.1. and any possible           implication to the contrary herein or as a result of the course of           conduct of the parties, NICEshall be entitled, at its sole discretion,           to terminate this Agreement, in whole or in part, at any time during           the Initial Term or the Extended Term, with or without cause, upon a           prior written notice of termination to Contractor of not less than           forty-five (45) Days.
Notwithstanding the aforesaid in Section 16.1. and any possible           implication to the contrary herein or as a result of the course of           conduct of the parties, Contractor shall be entitled, at its sole           discretion, to terminate this Agreement only during the Extended Term,           with or without cause, upon a prior written notice of termination to           NICE of not less than six (6) months.
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; What is the expiration date of this contract?
Answer: It shall be effective on 06 October 2000 and shall have a duration of two       years.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; Does this contract include any revenue or profit-sharing arrangements?
Answer: In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the "Shares") of common stock, $0.0001 par value, of the Company ("Common Stock"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.
Question: Consider the Endorsement Agreement between Thrivent Life Insurance Company and Thrivent Financial for Lutherans; Is there an anti-assignment clause in this contract?
Answer: Society membership rights and privileges cannot be transferred or assigned.
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; What is the expiration date of this contract?
Answer: Except as otherwise provided in this Agreement, this                ----                                                       Agreement shall terminate on the later of (i) the third anniversary of the Effective Date or (ii) the date on which ETI ceases to be a Subsidiary of NTL.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; 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 Israel, without           giving effect to choice of law rules.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; Is there an anti-assignment clause in this contract?
Answer: This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant.
This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.
Question: Consider the Split-Dollar Endorsement Agreement between Prudential Bank and Employee Jeffrey Hanuscin; Are there any third-party beneficiaries designated in this contract?
Answer: Upon the death of the Employee while this Agreement is in force, the Employee's beneficiary as named in the Beneficiary Designation Form on page 6 (or as it may be amended according to the terms set forth on page 6) for this Agreement will be entitled to receive from the Policy proceeds an amount equal to the lesser of: (a) (two (2) times the Employee's annualized base salary at the time of death as provided by the Employer's payroll department) plus $100,000, reduced by any amount payable under the Employer's group term life insurance plan, or (b) the Net Amount At Risk.
Upon the death of the Employee, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of its interest in the Policy as described in the Agreement.
Question: Consider the Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company of Delaware; Is there a cap on liability under this contract?
Answer: This Agreement is not, and nothing herein contained and nothing done        pursuant hereto by AIG shall constitute or be construed or deemed to        constitute, an evidence of indebtedness or an obligation or liability of        AIG as guarantor, endorser, surety or otherwise in respect of any        obligation, indebtedness or liability, of any kind whatsoever, of the        Company. This Agreement does not provide, and is not intended to be        construed or deemed to provide, any policyholder of the Company with        recourse to or against any of the assets of AIG.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Are there any third-party beneficiaries designated in this contract?
Answer: Except as set forth in Sections 10.3 and 10.4, nothing in this Agreement is intended to confer  benefits, rights or remedies unto any person or entity other than the Parties and their permitted successors and assigns.
Question: Consider the Split-Dollar Endorsement Agreement between Prudential Bank and Employee Jeffrey Hanuscin; What is the governing law for this contract?
Answer: This Agreement sets forth the entire Agreement of the parties hereto, and any and all prior agreements, to the extent inconsistent herewith, are hereby superseded. This Agreement will be governed by the laws of the State of Pennsylvania.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.