orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Are the licenses granted under this contract non-transferable?
Answer: Except for the transfer and assignment under this Agreement, the Depositor will not transfer or assign any Depositor Transferred Property to another Person or Grant or allow a Lien, other than a Permitted Lien, on an interest in any Depositor Transferred Property.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Is there a non-compete clause in this contract?
Answer: During the Term of this Agreement, and for a period of two (2) years thereafter, Aucta shall not research, develop, manufacture, file, sell, market, or distribute more than two products containing the active ingredient Lamotrigine; nor will Aucta directly or indirectly assist any other Person or entity in carrying or any such activities. [ * * * ]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; What is the expiration date of this contract?
Answer: This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any interest hereunder shall be assignable by a Party without the prior written consent of the other Party, except as follows: (a) such Party may assign its rights and obligations under this Agreement to any of its Affiliates, provided that the assignee shall expressly agree to be bound by such Party's obligations under this Agreement and that such Party shall remain liable for all of its rights and obligations under this Agreement, and (b) either Party may assign its rights and obligations hereunder to a Third Party in connection with a permitted assignment or other permitted transfer of the License Agreement. Each Party shall promptly notify the other Party of any assignment or transfer under the provisions of this Section 11.1.
Any assignment not in accordance with this Section 11.1 shall be void.
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. DEVELOPER'S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE LESSER OF: THE AMOUNT PAID UNDER THIS AGREEMENT BY DISTRIBUTOR TO DEVELOPER WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RISE TO THE CLAIM; OR FIVE HUNDRED THOUSAND DOLLARS ($5OO,000).
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Is there a non-compete clause in this contract?
Answer: After the Effective Date and as long as Igene and T&L continue to own an interest in the Operating Company, neither of the Parties shall, or shall cause or permit any of their Affiliates to, directly or indirectly, as stockholders, consultants, members, partners or in any other capacity, engage in any enterprise or business anywhere in the world, which (a) manufactures Astaxanthin or (b) develops, markets, or sells products falling within the Field of Agreement. In the event that either (x) one Party shall transfer its entire interest in the Operating Company as permitted pursuant to this Agreement and the Operating Company shall remain a going concern after the closing of such transfer or (y) both Parties sell their interest in the Operating Company as permitted pursuant to this Agreement and the Operating Company shall remain a going concern after the closing of such transfer, then any Party which





ceases to own an interest in the Operating Company as a result of such transfer shall remain subject to the terms of this Article 7.2 for a period of ten (10) years after the date of such transfer.
Question: Consider the Amendment No. 3 to Nonexclusive Value Added Distributor Agreement between Cisco Systems, Inc. and ScanSource, Inc.; What is the expiration date of this contract?
Answer: The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Is there an anti-assignment clause in this contract?
Answer: Except as stated in Sections 5.3, 7.4 and 7.6, this Agreement may not be assigned by the Depositor or the Servicer without the consent of the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders of at least 66-2/3% of the Note Balance of the Controlling Class.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed, interpreted and construed in accordance with the substantive laws of the Delaware, in the country of the United State of America, without regard to its conflict of laws principles.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Can this contract be terminated for convenience, and under what conditions?
Answer: Following the Initial Term, Vericel may, without penalty or prejudice to any other rights or remedies Vericel may have, in its sole discretion terminate or reduce the scope of any individual activities contemplated by this Agreement or any Additional Service or with respect to any Product or terminate this Agreement as a whole with or without cause, upon [***] prior written notice of such termination or reduction (which such written notice may be provided during the Initial Term).
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Are there any exceptions to competitive restrictions in this contract?
Answer: Except as set forth in Articles 7.1, 7.2, 8.1 and 8.2, it is explicitly agreed that nothing contained in this Agreement shall prevent either Party or any of their respective Affiliates from engaging, directly or indirectly, in any enterprise, which develops, manufactures, markets, or sells products that are not within the Field of Agreement, and except as set forth in Articles 7.1, 7.2, 8.1 and 8.2, either Party shall be free to engage in any business, enterprise, or undertaking, or to make any investment it chooses.
The Party (or its Affiliate) that has developed, discovered or acquired such opportunity, product or process will, however, be entitled to exploit such opportunity, product or process for application outside the Field of Agreement.
If the Board elects to pursue such Neutraceutical Opportunity, the Operating Company then shall have exclusive rights to exploit such Neutraceutical Opportunity, but solely with respect to use of Astaxanthin as a Neutraceutical, and, subject to Article 8.1, the Party (or its Affiliate) that has developed, discovered or acquired such opportunity, product or process will, however, be entitled to exploit such opportunity, product or process for application outside of use of Astaxanthin as a Neutraceutical
Question: Consider the Addendum to Distributor Agreement between Zebra Technologies, Xplore Technologies, and ScanSource; What is the governing law for this contract?
Answer: The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; What are the audit rights under this contract?
Answer: Upon reasonable notice to Distributor, Distributor shall make such books and records available to Developer, at Distributor's place of business during normal business hours, to audit the payments being made by Distributor hereunder.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What happens in the event of a change of control of one of the parties in this contract?
Answer: Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Depositor's obligations under this Agreement and each Transaction Document to which the Depositor is a party (unless the assumption happens by operation of Law), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.3, (iii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that the security interest in favor of the Issuer in the Depositor Transferred Property and the Indenture Trustee in the Collateral is or will be perfected and (iv) notify the Rating Agencies of the merger, consolidation, succession or assignment.
Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Servicer's obligations under this Agreement and each Transaction Document to which the Servicer is a party (unless the assumption happens by operation of Law), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 7.6 and (iii) notify the Rating Agencies of the merger, consolidation, succession or assignment.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Is there a most favored nation clause in this contract?
Answer: After a Second Source commences supply of Product, in the event of a shortage of Materials or Product, MediWound will allocate to Vericel its pro rata share of MediWound's supply of the same in a manner no less favorable than those of its equivalently situated customers or MediWound's own similarly situated products.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement shall automatically become effective upon the occurrence of (i) ETON executing a commercial supply agreement with a contract manufacturing organization within forty-five (45) days of the Execution Date, provided that ETON has exercised best efforts to execute such agreement and the failure to execute is solely caused by the refusal or inability of the proposed manufacturing organization to sign a reasonable agreement; and (ii) acceptance for review of the Dossier or marketing application for [ * * * ] by the FDA no later than September 2, 2019 (such date, the "Effective Date") and shall end upon the termination or expiration of the Agreement as set forth in Section 11 (the "Term").
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; Are there any services to be provided after the termination of this contract?
Answer: Distributor may continue running the Products solely for purposes of providing maintenance to End-Users granted licenses pursuant to an End-User License Agreement prior to termination.
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; Is there a cap on liability under this contract?
Answer: IN NO EVENT WILL WEBMD OR ITS SUPPLIERS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY, HOWEVER ARISING, FOR ANY COSTS OF COVER OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, OR THE PROVISION OR USE OF CONTENT, EVEN IF WEBMD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WEBMD'S AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION IN ANY WAY RELATED TO THIS AGREEMENT OR THE CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, SHALL NOT EXCEED FIFTY DOLLARS ($50).
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Is there a most favored nation clause in this contract?
Answer: The grant of licenses to any third parties shall be the prerogative of the Board provided that no such license shall be granted at terms more favorable to the third party than were offered to the member(s) of such Party.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What is the governing law for this contract?
Answer: THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES).
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Is there a cap on liability under this contract?
Answer: Such termination, together with the provisions of Section 5.2 of the License Agreement,   constitutes as Stryker's sole remedy and Conformis' exclusive liability in the event of any such rejection or failure by Conformis to   deliver materially conforming Deliverables hereunder so long as such rejection or failure does not arise from Conformis' fraud,   willful misconduct, gross negligence or bad faith.
EXCEPT FOR [**], IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE   OTHER PARTY FOR [**], EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH   DAMAGES. CONFORMIS' LIABILITY ON A PER OCCURRENCE BASIS UNDER SECTION 7.3(A)(IV) SHALL NOT   EXCEED THE GREATER OF (I) $[**] AND (II) THE AMOUNT OF INSURANCE COVERAGE ACTUALLY PAID TO   CONFORMIS UNDER THEN-CURRENT INSURANCE POLICIES OF CONFORMIS IN RESPECT OF SUCH   DAMAGES.
Notwithstanding   anything to the contrary, Stryker's sole remedy and Conformis' exclusive liability for breach of Section 3.2 with respect to a   Product or a Stryker Product shall be as set forth in Section 10.1(i) of the Distribution Agreement.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the governing law for this contract?
Answer: This Agreement, and all claims arising under or in connection therewith, shall be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of law principles thereof.
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; Are the licenses granted under this contract non-transferable?
Answer: Upon the terms and subject to the conditions of this Agreement, Developer hereby grants to Distributor an exclusive, non-transferable fight and license to market and distribute the Products in the Territory.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; What is the governing law for this contract?
Answer: This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without reference to the conflicts of laws principles thereunder.
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What is the expiration date of this contract?
Answer: Cellco's appointment as custodian is effective as of the Initial Cutoff Date and will continue until the later of (i) the date on which all obligations of the Issuer have been paid in full and (ii) the date on which such appointment is terminated under this Section 3.10(f).
This Agreement will terminate on the earlier to occur of (a) the date upon which the last remaining Receivable is paid in full, settled, sold or written off and any amounts received are applied and (b) the Issuer is terminated under Section 8.1 of the Trust Agreement.
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Upon any expiration or termination of this Agreement, Emdeon shall have a reasonable period of time to remove the Content from the Software
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Is there uncapped liability under this contract?
Answer: EXCEPT FOR [**], IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE   OTHER PARTY FOR [**], EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH   DAMAGES.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the notice period required to terminate the renewal?
Answer: After the Initial Term (including any extension thereto made in accordance with the preceding sentence), the Agreement may be extended on a yearly basis up to ten (10) years at Vericel's sole discretion, with renewal notice to be provided to MediWound no later than twelve (12) months prior to the expiry of any yearly extension (the "Renewal Term", and the Initial Term, together with the Renewal Term, if any, the "Term"); provided that unless otherwise agreed by the Parties, the Term of this Agreement (including the Initial Term, any extension of the Initial Term and any Renewal Terms) shall be no more than fifteen (15) years in total.
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; What licenses are granted under this contract?
Answer: Upon the terms and subject to the conditions of this Agreement, Developer hereby grants to Distributor an exclusive, non-transferable fight and license to market and distribute the Products in the Territory.
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Is there a covenant not to sue included in this contract?
Answer: Company agrees that it shall not seek to register or obtain ownership rights in any of Janssen's corporate names, logos, or Product Trademarks (or any confusingly similar trademark).
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Such license is a non-exclusive, non-transferrable and worldwide license and shall include the right to use, reproduce, copy and publish the Content solely in connection with the Software.
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; What are the insurance requirements under this contract?
Answer: Each Party shall obtain and maintain, for the Term (i) commercial general liability insurance with a single combined liability limit of at least $5,000,000 per occurrence, (ii) workers compensation/employer's liability insurance with a liability limit of at least $1,000,000 per occurrence or, if greater, the statutory minimum, and (iii) "all risk" property insurance on a replacement cost basis adequate to cover all assets and business interruption Losses that a Party may suffer in connection with or arising out of this Agreement, subject to policy limits, and in the case of the policies described in clause (i) above, naming the other Party as an additional insured thereunder.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the renewal term for this contract?
Answer: After the Initial Term (including any extension thereto made in accordance with the preceding sentence), the Agreement may be extended on a yearly basis up to ten (10) years at Vericel's sole discretion, with renewal notice to be provided to MediWound no later than twelve (12) months prior to the expiry of any yearly extension (the "Renewal Term", and the Initial Term, together with the Renewal Term, if any, the "Term"); provided that unless otherwise agreed by the Parties, the Term of this Agreement (including the Initial Term, any extension of the Initial Term and any Renewal Terms) shall be no more than fifteen (15) years in total.
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Except as specifically provided in the Distribution Agreement, Conformis shall be prohibited from   developing or assisting another in developing, or causing another to develop, Patient-Specific Instrumentation for Off-The-Shelf   Knee Implants for any Third Party in the field of orthopedics until January 1, 2032 (or earlier, to the extent set forth in Section   2.3.3.4 or Section 2.3.5 of the Distribution Agreement), with the exception that Conformis (including any entity involved in a   Change of Control of Conformis, any such entity an "Acquirer"), may develop Patient-Specific Instrumentation for any Off-The-   Shelf Implants of Conformis, an Acquirer or any of their Affiliates.
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; Is there a minimum commitment required under this contract?
Answer: Developer may cancel this Agreement if the total gross annual software revenue does not meet DeVeloper's revenue forecast for the Distributor, such cancellation to be eftected by written notice delivered to Distributor not later than 30 days after any Developer's Fiscal Year end (June 30).
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; What are the insurance requirements under this contract?
Answer: Insurance Requirements

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Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; What licenses are granted under this contract?
Answer: WebMD agrees to grant, and Emdeon agrees to accept, a license to use the Content (as defined below) in connection with various software products it has all right title and interest to (the "Software") in accordance with the terms of this Agreement.
Subject to Emdeon's compliance with the provisions of this Agreement, Emdeon is hereby authorized and licensed to use the Content by making such Content available to third parties verbatim or as source material via the Software. Such license is a non-exclusive, non-transferrable and worldwide license and shall include the right to use, reproduce, copy and publish the Content solely in connection with the Software.
Emdeon is hereby granted a non-exclusive and worldwide right to use WebMD's trademarks and logos ("Marks") for the purpose of identifying the origin of the Content during the term of this Agreement.