orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Co-Branding Agreement between iShip.com, Inc. and Mail Boxes Etc. USA, Inc. for Manifest System Services; What licenses are granted under this contract?
Answer: Each party hereby grants to the other party a          ------------------- [***]* (except as provided in Section 18(b)  [Assignment]("Assignment")), [***]* (with no  ---                                                         --- right to sublicense except as set forth below) under all of its Intellectual Property Rights to use, reproduce, modify, and create derivative works of each party's preexisting Intellectual Property Rights solely as is reasonably and actually necessary to complete the development of the Service.
The Company hereby grants the MBE Centers a [***]* under all of                                                              --- Company's Intellectual Property Rights solely to access and use the Service in accordance with the terms and conditions of this Agreement and the Subscription Agreement.
Each party (the "Granting Party") hereby grants the          ------------------                   -------------- other party (the "Using Party") a limited license to use its Brand Features in                   ----------- connection with the marketing, distribution, provision of access to, and support of the Service.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the "Consultation Period"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; What is the governing law for this contract?
Answer: This Agreement shall be interpreted and enforced exclusively under the laws of the State of Israel, without regard to the conflict of laws provisions thereof.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; What are the insurance requirements under this contract?
Answer: Company will at its expense, prior to the Launch Date obtain, and thereafter throughout the Term and for a period of six (6) months thereafter maintain, such policy or policies of insurance as is commercially reasonable for the transactions and business contemplated by this Agreement. Without limiting the generality of the foregoing, Company will ensure that such policies contain a waiver of subrogation against ACSI, name ACSI and its assignees as additional insureds.
Company will not modify or terminate any coverage without giving at least thirty (30) days' prior written notice to ACSI. Upon request from ACSI, Company will furnish to ACSI certificates of insurance and such other documentation relating to such policies as ACSI may reasonably request.
Question: Consider the Remarketing Agreement between Nuveen AMT-Free Municipal Credit Income Fund and Nuveen Fund Advisors, LLC; Is there a covenant not to sue included in this contract?
Answer: Notwithstanding any prior termination of this Agreement, [●], solely in its capacity as Remarketing Agent, hereby covenants and agrees that it shall not, prior to the date which is one year and one day after the redemption and the payment in full of the VRRM-MFP Shares and all accumulated dividends, petition or otherwise invoke the process of any court or government authority for the purpose of commencing a case against, the Fund under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Fund or any substantial part of the property of the Fund; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Remarketing Agent from taking any action prior to the expiration of the aforementioned one year and one day period in (x) any case or proceeding voluntarily filed or commenced by the Fund, (y) any involuntary insolvency proceeding filed or commenced against the Fund by a Person other than the Remarketing Agent, or (z) with respect to its rights or preferences as a Beneficial Owner or Holder of VRRM-MFP Shares.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Customer grants to IBM:

      1.    an irrevocable, nonexclusive, worldwide, paid-up license to use,             execute, reproduce, display, perform, distribute (internally and             externally) copies of, and prepare derivative works based on Type I             Materials; and       2.    the right to authorize others to do any of the same.
IBM grants Customer an irrevocable, nonexclusive, worldwide,       paid-up license to use, execute, reproduce, display, perform, and       distribute, within Customer's Enterprise only, copies of Type II       Materials.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What licenses are granted under this contract?
Answer: Customer grants to IBM:

      1.    an irrevocable, nonexclusive, worldwide, paid-up license to use,             execute, reproduce, display, perform, distribute (internally and             externally) copies of, and prepare derivative works based on Type I             Materials; and       2.    the right to authorize others to do any of the same.
IBM grants Customer an irrevocable, nonexclusive, worldwide,       paid-up license to use, execute, reproduce, display, perform, and       distribute, within Customer's Enterprise only, copies of Type II       Materials.
IBM grants Customer a nonexclusive, revocable license to use the Base Components solely in connection with the Services as provided under this Agreement.
Each of us grants only the licenses expressly specified herein.
Question: Consider the Network Management Outsourcing Agreement between Bank of South Pacific Limited and Datec PNG Limited; Is there an anti-assignment clause in this contract?
Answer: Datec must not assign this agreement or any right under this agreement unless Datec

  (a) is not in breach of this agreement;

  (b) obtains the prior written consent of the BSP

  (c) ensures that the assignee agrees to be bound by all of the Datec's obligations under this agreement; and

  (d) acknowledges that it remains bound by this agreement
BSP may:

  (a) assign all or part of this agreement to any person as part of a restructure; and

  (b) assign or novate all or part of the rights and obligations under this agreement to any of the BSP's Related Company's as part of a re- organisation of its business.
Question: Consider the Co-Branding Agreement between iShip.com, Inc. and Mail Boxes Etc. USA, Inc. for Manifest System Services; How is intellectual property ownership assigned in this contract?
Answer: The Company is, and shall be, the sole owner of all inventions, discoveries and/or enhancements relating to the Service and the Specifications, including all copies, translations, compilations, partial copies, derivative works and updated works, whether partial or complete and whether or not merged into other program materials and whether in written or unwritten form.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT TO THE EXTENT AWARDED TO A THIRD PARTY IN A JUDGMENT AGAINST WHICH A PARTY IS ENTITLED TO INDEMNIFICATION PURSUANT TO SECTION 7.2  [Indemnity], OR TO THE EXTENT ARISING OUT OF ANY BREACH OF SECTION 11.4  [Nondisclosure], NEITHER PARTY WILL BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, REVENUE, BUSINESS OR DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
EXCEPT FOR LIABILITIES UNDER SECTION 7.2  [Indemnity], NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, SHALL EXCEED [***].
Question: Consider the Remarketing Agreement between Nuveen AMT-Free Municipal Credit Income Fund and Nuveen Fund Advisors, LLC; What are the audit rights under this contract?
Answer: The Remarketing Agent shall keep such books and records with respect to the performance of its duties hereunder as shall be consistent with prudent industry practice and shall, to the extent permitted by law, make such books and records available for inspection by the Fund on reasonable notice during normal business hours. Any costs and expenses associated with such inspections shall be for the account of the party requesting such inspection.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; What is the notice period required to terminate the renewal?
Answer: Following the Initial Term, the Agreement shall automatically be renewed for additional periods of **** (each, a "Renewal Term," and, together with the Initial Term, the "Term")), unless a Party provides written notification of non-renewal to the other Party at least **** of the Initial Term or a Renewal Term.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; Is there an anti-assignment clause in this contract?
Answer: Customer will not assign this Agreement or any of its rights hereunder without the prior written consent of IBM, such consent not to be unreasonably withheld.
Question: Consider the Co-Branding Agreement between iShip.com, Inc. and Mail Boxes Etc. USA, Inc. for Manifest System Services; Does this contract include any volume restrictions?
Answer: The maximum amount of information downloaded from the Company's server to the counter manifest station will be 15 kilobytes or less per package processed.
Question: Consider the Network Management Outsourcing Agreement between Bank of South Pacific Limited and Datec PNG Limited; What happens in the event of a change of control of one of the parties in this contract?
Answer: The BSP may after giving due consideration to all circumstances and not acting unreasonably, terminate this agreement by giving written notice to Datec if there is a change of control or major shareholding of Datec.
If the BSP gives such a notice of termination, then:

  (a) if the change of control:

  (i) results in a competitor of the BSP controlling Datec or

  (ii) is reasonably likely in the BSP's opinion, to have a detrimental effect on Datec's ability to provide the Services in accordance with the agreement,

then the BSP will pay Datec according to Section 14 - "Termination" of this agreement and the Termination Table in Schedule C.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT TO THE EXTENT AWARDED TO A THIRD PARTY IN A JUDGMENT AGAINST WHICH A PARTY IS ENTITLED TO INDEMNIFICATION PURSUANT TO SECTION 7.2  [Indemnity], OR TO THE EXTENT ARISING OUT OF ANY BREACH OF SECTION 11.4  [Nondisclosure], NEITHER PARTY WILL BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, REVENUE, BUSINESS OR DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
EXCEPT FOR LIABILITIES UNDER SECTION 7.2  [Indemnity], NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, SHALL EXCEED [***].
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; What is the renewal term for this contract?
Answer: Following the Initial Term, the Agreement shall automatically be renewed for additional periods of **** (each, a "Renewal Term," and, together with the Initial Term, the "Term")), unless a Party provides written notification of non-renewal to the other Party at least **** of the Initial Term or a Renewal Term.
Question: Consider the Remarketing Agreement between Nuveen AMT-Free Municipal Credit Income Fund and Nuveen Fund Advisors, LLC; Is there an anti-assignment clause in this contract?
Answer: The rights and obligations of the Fund and the Investment Adviser hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent. The rights and obligations of the Remarketing Agent hereunder may not be assigned or delegated to any other person without the prior written consent of the Fund.
Question: Consider the Network Management Outsourcing Agreement between Bank of South Pacific Limited and Datec PNG Limited; Can this contract be terminated for convenience, and under what conditions?
Answer: The BSP may terminate the whole or any part of this agreement for convenience at any time by giving Datec at least 6 months prior written notice.
Datec may terminate the whole or any part of this agreement for convenience at any time by giving the BSP at least 6 months prior written notice.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; Can this contract be terminated for convenience, and under what conditions?
Answer: Customer may terminate this Agreement (including all Service Option Attachments) or any Service Option Attachment (with the exception of any Service Option Attachment that is a prerequisite for the provision of Services under a non-terminated Service Option Attachment) for convenience at the end of any calendar month by:

a.    providing at least one month's prior written notice to IBM; and

b.    paying the applicable early termination charges, if any, specified in       Attachment A and applicable Service Option Attachments.
If Customer disagrees with any such changes, Customer may in its sole discretion terminate this Agreement (or some or all of the affected Service Option Attachments) without the payment of termination charges upon notice to IBM at least thirty (30) days prior to the effective date of the applicable change.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; What is the expiration date of this contract?
Answer: The Agreement shall commence on the Effective Date and remain in full force and effect for an initial term of **** from the Supply Commencement Date of the Product ("Initial Term").
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Are there any services to be provided after the termination of this contract?
Answer: Upon any termination or expiration of the Term the Parties will cooperate in good faith to promote a smooth customer transition, and in any event, Company will, at ACSI's option, continue to operate the Mirror Company Site and offer Spoken-Word Audio Products through the Spoken-Word Audio Sub-Section in accordance with the terms of this Agreement for a period of up to six (6) months following such termination.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the governing law for this contract?
Answer: This Agreement will be governed by the substantive laws of the State of New York, without regard for its conflict of laws provisions.
Question: Consider the Remarketing Agreement between Nuveen AMT-Free Municipal Credit Income Fund and Nuveen Fund Advisors, LLC; Does this contract include an exclusivity agreement?
Answer: The Fund hereby appoints [●], and [●] hereby accepts such appointment, as the exclusive Remarketing Agent of the VRRM-MFP Shares for the Variable Rate Remarketed Mode for the purpose of establishing on each Business Day the Dividend Rate in respect of the VRRM-MFP Shares and, in connection with a tender, remarketing such VRRM-MFP Shares on behalf of the Beneficial Owners or Holders thereof, as applicable, and calculating the Purchase Price therefor, among other things; and performing such other duties as are assigned to the Remarketing Agent in the Supplement, all pursuant to the procedures set forth in the Supplement and this Agreement.
Question: Consider the Network Management Outsourcing Agreement between Bank of South Pacific Limited and Datec PNG Limited; What is the governing law for this contract?
Answer: This agreement will be construed in accordance with the laws of Papua New Guinea and the parties submit to the non-exclusive jurisdiction of the National Court of Papua New Guinea.
Question: Consider the Co-Branding Agreement between iShip.com, Inc. and Mail Boxes Etc. USA, Inc. for Manifest System Services; Does this contract include an exclusivity agreement?
Answer: The Company shall not enter into any agreement or arrangement,      including without limitation any sale, license, service agreement,      co-branding agreement, co-marketing agreement or linking agreement with any      provider of manifesting or shipping services through non-carrier retail      shipping locations; provided, however, that:

               (A) the Company may provide listings of carrier drop-boxes or      carrier-owned counter drop-off locations specific to a particular carrier      (including, without limitation, locations within retail establishments) on      the Company Site, provided that such listings do not include retail      shipping locations, including UPS authorized shipping outlets, FedEx      authorized shipping centers and other commercial mail receiving agencies;      and

               (B) the Company may enter into any such agreement or arrangement      so long as MBE is given advance written notice of such agreement or      arrangement and such agreement or arrangement prohibits the use of the      Manifest or any Company Technology to manifest or ship packages for retail      customers and provided further that Company terminates service to any such      entity that uses the Manifest or any Company Technology to serve retail      customers.
MBE shall not enter into any agreement or arrangement with any      provider of an online or Internet-based manifest system other than the      Company.
Question: Consider the Manufacturing and Supply Agreement between Dong-A ST Co., Ltd. and NeuroBo Pharmaceuticals, Inc.; What is the duration of any warranties provided in this contract?
Answer: Within [***] days after receipt of the Licensed Products and/or their matching placebo hereunder, NeuroBo may, in its discretion, perform a quality control test (the "Product Test") in accordance with the methods of the test on such Licensed Products and/or their matching placebo for acceptance (the "Product Test Methods"), which shall be separately agreed in writing by and between Dong-A and NeuroBo and attached hereto as Exhibit B, as may be amended by the Parties' agreement in writing from time to time.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Are the licenses granted under this contract non-transferable?
Answer: ACSI hereby grants to Company, during the Term, a non- exclusive, non-transferable (except in accordance with Section 11.7  [Assignment]) license, which Company may sublicense only to its Affiliates, to use the ACSI Intellectual Property supplied by ACSI to Company as is reasonably necessary to perform its obligations under this Agreement; provided, however, that Company shall not use ACSI's Trademarks, including in any advertising, without ACSI's prior written consent, unless such use conforms to a written Trademark use policy previously furnished by ACSI to Company and not subsequently modified or revoked.
Company hereby grants to ACSI, during the Term, a non-exclusive, non-transferable (except in accordance with Section 11.7  [Assignment]) license, which ACSI may sublicense only to its Affiliates, to use the Company Intellectual Property supplied by Company to ACSI as is reasonably necessary to perform its obligations under this Agreement; provided, however, that ACSI shall not use Company's Trademarks, including in any advertising, without Company's prior written consent, unless such use conforms to a written Trademark use policy previously furnished by Company to ACSI and not subsequently modified or revoked.
Question: Consider the Remarketing Agreement between Nuveen AMT-Free Municipal Credit Income Fund and Nuveen Fund Advisors, LLC; What is the expiration date of this contract?
Answer: This Agreement shall terminate as to the Remarketing Agent and its obligations hereunder with respect to VRRM-MFP Shares upon the earliest to occur of (a) the effective date of the resignation or removal of such Remarketing Agent pursuant to Section 5(a) and Section 5(b), respectively, (b) the completion of a successful Transition Remarketing on a New Mode Commencement Date in connection with transition to a new Mode, or (c) the date on which no VRRM-MFP Shares are Outstanding.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the notice period required to terminate the renewal?
Answer: Each Service Option Attachment will renew automatically for an additional term equal in duration to the previous term of the applicable Service Option Attachment unless either party notifies the other party in writing at least ninety (90) days prior to the end of the then-current term for the applicable Service Option Attachment that it has elected to terminate such Service Option Attachment.
Question: Consider the Network Management Outsourcing Agreement between Bank of South Pacific Limited and Datec PNG Limited; What is the renewal term for this contract?
Answer: The BSP then have the option to renew the agreement for another 5 years subject to any restructuring of the agreement as required by the parties.
Question: Consider the Co-Branding Agreement between iShip.com, Inc. and Mail Boxes Etc. USA, Inc. for Manifest System Services; What is the governing law for this contract?
Answer: This Agreement and all acts and transactions pursuant          ------------- hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.