orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann; What are the audit rights under this contract?
Answer: Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during  normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with  respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make  copies thereof.
All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a  location in the United States for at least one year after termination of this Agreement.
Question: Consider the Services Agreement between Idan Maimon and Intellisense Solutions, Inc. for CEO Position; Is there a non-compete clause in this contract?
Answer: Maimon agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Maimon's obligations under this Agreement or with the scope of services to be rendered for the Company
During the term of this Agreement and for a period of two (2) years after expiration or termination for any reason of this Agreement, Maimon agrees not to: (a) compete with the business of the Company, whether individually or through any entity, or to use (or permit the use of) any Confidential Information, directly or indirectly, for the purpose of competing with the business of the Company;
Question: Consider the Content Licensing Agreement between Data Call Technologies, Inc. and PLAN_B MEDIA AG; What licenses are granted under this contract?
Answer: LICENSOR  grants  plan_b  for  the  term  of  this Agreement the right           to  produce,  market  and  distribute  Content  to  End  Users (in the           territory  specified  in appendix 2) through its own and its partner's           platform.
In the  alternative,  if  LICENSOR  is  not  the  sole  and  exclusive           owner  of  all  of  the  foregoing intellectual property rights to the           Content,  LICENSOR  has  been  granted  by  the  owner  or  rightful           sub-licensee  of the intellectual property of the Content the right to           grant  the rights provided by LICENSOR to plan_b under this Agreement.
LICENSOR  grants  to  plan_b  a  license  to produce, use, distribute,           promote  and  publicly  display  the  Content  in any possible way for           distribution and marketing purposes. Additionally, Licensee shall have           the  right  to  use  the trademarks, trade names, or logos relating to           Content  (the  "TRADEMARKS").
Question: Consider the Transportation Contract between JSC NOC KazakhOil and JSC Karakudukmunay for Crude Oil Export; What is the expiration date of this contract?
Answer: "Initial Term" means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls.
"Offtake Agreement" means that certain Crude Oil Sale and Purchase Agreement between the Principal and STASCO dated 1 November 1999.
Question: Consider the Reseller Agreement between i3 Integrative Creative Solutions, LLC and Bravatek Solutions, Inc. for Cybersecurity and Telecom Services; Does this contract include any revenue or profit-sharing arrangements?
Answer: 25% of Net Revenue (as defined in Section 1e.) with a COMPANY-RESELLER AGREED UPON SALE PRICE in writing, the case of COMPANY's software products.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; What are the audit rights under this contract?
Answer: Reseller agrees to allow Diversinet or its agents and representatives the right to examine and audit such books, records and  accounts during Reseller's normal business hours for no more than once per calendar quarter upon reasonable notice. If such examination reveals  a deficiency in any amounts paid, Reseller agrees to pay any such deficiency forthwith upon demand, plus interest calculated in accordance with  Section (Late Charges and Taxes) above and, if in excess of 5%, the cost of the audit incurred by Diversinet.
In addition to any other rights of inspection, review and audit Licensee may have, Licensee or a person appointed by Licensee may, at any  reasonable time, on reasonable notice to Licensor, at Licensee's sole cost and expense, enter any location from or in which Licensor has  accessed, used or downloaded Personal Information to inspect, review and audit the equipment, systems (including without limitation security  systems), documents, processes and practices that are used in connection with the provision of the Services for the purpose of assessing  Licensor's compliance with this Privacy Exhibit. Licensor shall provide all reasonable assistance to Licensee in relation to any such  inspection, review and audit.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Is there a minimum commitment required under this contract?
Answer: DIALOG may terminate this Agreement, immediately upon issuance of written notice to ENERGOUS in the event that: (A) DIALOG or its Affiliates fail to achieve a design-win pipeline with an annual projected sales value to DIALOG of at least [***] in the [***] after the availability of a Mass Production Qualified Product; or (B) the aggregate annual Net Sales of Products are below [***] by the [***] of the availability of a Mass Production Qualified Product, or below [***] by the [***] of the availability of a Mass Production Qualified Product, or below [***] by each [***] of the availability of a Mass Production Qualified Product during the remainder of the Term.
Question: Consider the Content Licensing Agreement between Data Call Technologies, Inc. and PLAN_B MEDIA AG; Does this contract include any revenue or profit-sharing arrangements?
Answer: plan_b  shall  pay  LICENSOR  a  share of its revenues as set forth in           APPENDIX  2  ("REVENUES").
Question: Consider the Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann; Does this contract include an unlimited or all-you-can-eat license?
Answer: Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited  right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the  advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use  the Property in or on the Network. I
Question: Consider the Reseller Agreement between i3 Integrative Creative Solutions, LLC and Bravatek Solutions, Inc. for Cybersecurity and Telecom Services; Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party may terminate this agreement for non-cause with a sixty (60) written notice.
Question: Consider the Exclusive Distributor Agreement between Erchonia Corporation and InnerScope Hearing Technologies Inc.; Is there a minimum commitment required under this contract?
Answer: Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia's option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
In addition, Erchonia may require reasonable minimum purchasing requirements for each run of private labeled products.
Minimum Performance won't be determined until FDA 50k market clearance is obtained.
Question: Consider the Reseller Agreement between i3 Integrative Creative Solutions, LLC and Bravatek Solutions, Inc. for Cybersecurity and Telecom Services; Does this contract include an exclusivity agreement?
Answer: During the Term hereof and for a period of six (6) months following the termination of this Agreement or the discontinuation of any of the Company Products, (i) the Reseller shall have the exclusive right to commission for any Registered Referrals, (ii) the Company shall not market, promote, sell, or distribute Company Products or solicit or procure orders for the Company Products, or for any product(s) or service(s) similar to the Company Products, in the Territory other than through the Reseller and pursuant to this Agreement, except with the prior written consent of the Reseller, and (iii) without limitation to the foregoing, the Company shall not, directly or through other parties (whether agents, representatives, intermediaries, resellers or other parties), market, promote, sell, distribute, solicit or procure orders to any existing or prospective customer of the Reseller.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Does this contract include any revenue or profit-sharing arrangements?
Answer: Royalties and Service Fees payable by DIALOG and/or its Affiliates to ENERGOUS hereunder will be calculated on a Product by Product basis as defined herein.
Question: Consider the Content Licensing Agreement between Data Call Technologies, Inc. and PLAN_B MEDIA AG; Is there an anti-assignment clause in this contract?
Answer: Neither  Party  shall  assign  or  transfer  to  any  third  party,           without  the  prior written consent of the other Party, this Agreement           or  any  rights  granted  herein.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Are there any services to be provided after the termination of this contract?
Answer: Termination under Subsection 4(a) shall trigger a phase-out period during which Reseller may continue to provide products and  services to Customers.
During the Term and for seven (7) years after the expiration or termination of this Agreement, or such longer period as required by applicable law,  Reseller agrees to maintain complete books, records and accounts relevant to the computation of and accounting for the amounts payable under  this Agreement.
After AMC termination, Reseller shall generate at least the following amount of new sales of the Products in each contract year (for the purpose of  this Schedule 3, a contract year shall be each 12-month period commencing after the termination by Reseller of the AMC).
Question: Consider the Cooperation Agreement between The Meet Group, Inc. and Harvest Capital Strategies LLC for Board of Directors Appointments; What is the governing law for this contract?
Answer: This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware executed and to be performed wholly within the State of Delaware, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to the extent that such principles would require or permit the application of the laws of another jurisdiction.
Question: Consider the Services Agreement between Idan Maimon and Intellisense Solutions, Inc. for CEO Position; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the law of the State of New York without giving effect to the principles of conflicts of law thereof.
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Is there a cap on liability under this contract?
Answer: Except as otherwise provided in Section 10.5, in the event of any breach of a term or condition of this Agreement by either Party, the other Party's remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, indirect, pecuniary, punitive, or economic damages, howsoever caused.
Question: Consider the Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited  right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the  advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use  the Property in or on the Network
Question: Consider the Exclusive Distributor Agreement between Erchonia Corporation and InnerScope Hearing Technologies Inc.; Is there an anti-assignment clause in this contract?
Answer: Distributor may not assign to any person any duties or obligations arising under this Agreement without Erchonia's prior written consent (which consent may be withheld in Erchonia's sole discretion).
Erchonia may not assign any duties or obligations arising under this Agreement, except to a successor who acquires substantially all of the assets of Erchonia.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Are the licenses granted under this contract non-transferable?
Answer: Subject to payment of the Annual Minimum Commitment ("AMC"  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the "Products") within the  territory listed in Schedule 3 (the "Territory") to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada.
the Customer is granted a non-exclusive, non-transferable and non-assignable right to use the Products solely for their intended use;
Question: Consider the Internet Channel Cooperation Agreement between Beijing Baidu Netcom Science and Technology Co., Ltd., China Online Housing (Hong Kong) Co., Ltd., and Beijing Yisheng Leju Information Services Co., Ltd.; Is there an anti-assignment clause in this contract?
Answer: Without prior written consent of the other Parties, none of the Parties may assign any or all of its rights and obligations under this Agreement to any third party.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either party without the express written consent of the other party, which approval will not be unreasonably withheld or delayed, except that either party may (without consent but with notice to the other party) assign this Agreement in its entirety to any successor in the event of a Change of Control of such party.
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Is there uncapped liability under this contract?
Answer: Except as otherwise provided in Section 10.5, in the event of any breach of a term or condition of this Agreement by either Party, the other Party's remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, indirect, pecuniary, punitive, or economic damages, howsoever caused.
Question: Consider the Services Agreement between Idan Maimon and Intellisense Solutions, Inc. for CEO Position; What is the expiration date of this contract?
Answer: Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the date hereof (the "Effective Date") and shall continue for a minimum period of 12 months (the "Minimum Period") and thereafter upon the mutual agreement of the Company and Maimon (the "Service Term").
Question: Consider the Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann; What licenses are granted under this contract?
Answer: Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited  right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the  advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use  the Property in or on the Network. It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and  otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and  other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights,  subject however to the terms and conditions herein.
Question: Consider the Content Licensing Agreement between Data Call Technologies, Inc. and PLAN_B MEDIA AG; What is the governing law for this contract?
Answer: This Agreement  shall  be  governed  and  construed in accordance with           the  laws  of  the  United  States of America.
Question: Consider the Reseller Agreement between i3 Integrative Creative Solutions, LLC and Bravatek Solutions, Inc. for Cybersecurity and Telecom Services; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia without regard to the conflicts of law provisions thereof.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; What licenses are granted under this contract?
Answer: Subject to payment of the Annual Minimum Commitment ("AMC"  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the "Products") within the  territory listed in Schedule 3 (the "Territory") to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada.
In addition, Diversinet hereby grants to Reseller the right to use those Diversinet trademarks and copyrighted materials with respect to the  Products solely for the purpose of marketing and distribution of the Products as authorized hereunder.
Question: Consider the Exclusive Distributor Agreement between Erchonia Corporation and InnerScope Hearing Technologies Inc.; Is there a non-disparagement clause in this contract?
Answer: Distributor shall not do anything which is contrary to or which in Erchonia's reasonable business judgment is harmful to its honor, goodwill or reputation.
Question: Consider the Internet Channel Cooperation Agreement between Beijing Baidu Netcom Science and Technology Co., Ltd., China Online Housing (Hong Kong) Co., Ltd., and Beijing Yisheng Leju Information Services Co., Ltd.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Upon expiration of this Agreement, with all conditions being equal, Party B has the preferential right to continue Cooperation with Party A in respect of the real estate channel.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What happens in the event of a change of control of one of the parties in this contract?
Answer: If ENERGOUS is acquired by a third party, ENERGOUS' acquirer will have the right, for a period of [***] following closing of such acquisition, to terminate this Agreement upon written notice to DIALOG.
ENERGOUS will have the right to terminate this Agreement immediately upon the issuance of written notice to DIALOG (A) if DIALOG undergoes a Change of Control involving a competitor of ENERGOUS (as reasonably determined by ENERGOUS), or (B) if DIALOG or any of its Affiliates acquires, whether directly or indirectly through a sale of assets or a Change of Control transaction or otherwise, any competitor of ENERGOUS. DIALOG will provide ENERGOUS with notice of any such Change of Control or acquisition within [***] after the closing thereof and ENERGOUS' right to terminate the Agreement will expire [***] after receipt of such notice.
If DIALOG is acquired by a third party, DIALOG's acquirer will have the right, for a period of [***] following closing of such acquisition, to terminate this Agreement upon written notice to ENERGOUS.
DIALOG will have the right to terminate this Agreement immediately upon the issuance of written notice to ENERGOUS (A) if ENERGOUS undergoes a Change of Control involving a competitor of DIALOG, or (B) if ENERGOUS acquires, whether directly through a sale of assets or through a Change of Control transaction, any competitor of DIALOG (as reasonably determined by DIALOG). ENERGOUS will provide DIALOG with notice of any such Change of Control or acquisition within [***] after the closing thereof and DIALOG's right to terminate the Agreement will expire [***] after receipt of such notice.
Notice of Merger or Acquisition. Until the date that this Agreement terminates or is terminated in accordance with Section 15 hereof, ENERGOUS agrees that, [***].
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Does this contract include any volume restrictions?
Answer: If, during any Quarter of the Contract Year, Shipper deliveries on the Pipeline exceed the applicable Quarterly Volume Commitment requirements, Shipper shall be permitted to apply Prepaid Transportation Credits against any amount due from Shipper and payable to MPL with respect to the transportation of volumes on the Pipeline for such Quarter.
The amount of expansion capacity available for volume commitments pursuant to this Section 6.6 shall not exceed ninety percent (90%) of the total expansion capacity.
Question: Consider the Services Agreement between PFS Funds and Potomac Fund Management, Inc. for Investment Fund Management; What are the audit rights under this contract?
Answer: The Adviser shall make available to the Trust during regular business hours all records and other data created and maintained pursuant to the foregoing provisions of this Agreement for reasonable audit and inspection by the Trust or any regulatory agency having authority over the Trust.
Question: Consider the Content Licensing Agreement between Data Call Technologies, Inc. and PLAN_B MEDIA AG; What is the notice period required to terminate the renewal?
Answer: The Initial Term shall automatically be           extended  for  an additional period of half a year unless either party           provides  the  other party with written notification of termination of           the  letter  Agreement  at  least 60 days prior to end of such period.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Does this contract include any volume restrictions?
Answer: Diversinet will arrange for the initial personal technical and sales instruction of up to three (3) Reseller personnel for up to five (5) days in  learning the functions, installation, integration, operation and maintenance of the Products.