orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Is there an anti-assignment clause in this contract?
Answer: Neither party to this Agreement shall assign, subcontract, or otherwise conveyor delegate its rights or duties hereunder to any third party without the prior written consent of the other party hereto, such consent not to be unreasonably withheld.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Is there a clause preventing the solicitation of customers in this contract?
Answer: During the Term of this Agreement, and for a period of one year thereafter, except as expressly provided in this Agreement, PlanetCAD shall not market any services to Customers without the prior written approval of Dassault Systemes.
Question: Consider the Master Operation and Maintenance Agreement between Diamond State Generation Partners, LLC and Bloom Energy Corporation; What licenses are granted under this contract?
Answer: Operator grants to Owner the limited right to use any Training Materials which are provided under this Agreement, and Owner agrees that upon termination of this Agreement for any reason, Owner shall return all Training Materials, including any copies, to Operator.
Question: Consider the Transportation Service Agreement between Great Lakes Gas Transmission Limited Partnership and ANR Pipeline Company; What is the governing law for this contract?
Answer: Any controversy between the parties arising under this Agreement and not resolved by the parties shall be determined in accordance with the laws of the State of Michigan.
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; Are there any services to be provided after the termination of this contract?
Answer: In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.
In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.
In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the "Interferon alfa-n3 (human leukocyte derived)".
Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, "Documentation") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: If you or any of your Principal Owners wishes to Transfer any Interest, we will have a right of first refusal to purchase that Interest as follows. The party proposing the Transfer (the "transferor") must obtain a bona fide, executed written offer (accompanied by a "good faith" earnest money deposit of at least five percent (5%) of the proposed purchase price) from a responsible and fully disclosed purchaser, and must submit an exact copy of the offer to us.
We have the right, exercisable by delivering written notice to the transferor within fifteen (15) days from the date of last delivery to us of the offer and any other documents we have requested, to purchase the Interest for the price and on the terms and conditions contained in the offer, except that we may substitute cash for any form of payment proposed in the offer, and will not be obligated to pay any "finder's" or broker's fees that are a part of the proposed Transfer.
If the proposed Transfer includes assets not related to the operation of the Franchise, we may purchase only the assets related to the operation of the Franchise or may also purchase the other assets
If we do not exercise our right of first refusal, the transferor may complete the sale to the Proposed New Owner pursuant to and on the terms of the offer, as long as we have approved the Transfer as provided in this Section 14. You must immediately notify us of any changes in the terms of an offer. Any material change in the terms of an offer before closing will make it a new offer, revoking any previous approval or previously made election to purchase and giving us a new right of first refusal effective as of the day we receive formal notice of a material change in the terms.
Any later proposal to complete that proposed Transfer will be deemed a new offer, giving us a new right of approval and right of first refusal effective as of the day we receive formal notice of the new (or continuing) proposal. We will not exercise a right of first refusal with respect to a proposed Transfer of less than a controlling interest to a member of a Principal Owner's immediate family or to your key employees.
Upon the termination or expiration of the Franchise, we will have the option, but not the obligation, exercisable for thirty (30) days upon written notice to you, to purchase at fair market value all of the assets of the Franchise, including all approved equipment, fixtures, furniture and signs and all supplies, materials, and other items imprinted with any Mark, and to take an assignment of the lease for the Premises and any other lease or concession agreement necessary for the operation of the Franchise.
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; What is the governing law for this contract?
Answer: This Agreement and performance hereunder shall be governed by the laws of the State of Oklahoma without regard to conflict of laws.
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be interpreted, construed, governed, and enforced according to the laws of the Commonwealth of Virginia, without giving effect to its conflict of laws principles.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: During the Term of this Agreement, PlanetCAD shall be permitted to market new functions and services relating to the Co-Branded Service directly to Dassault Systemes Customers with Dassault Systemes prior written approval, but only to the extent such functions and services are offered by PlanetCAD on the PlanetCAD Web site(s).
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; What licenses are granted under this contract?
Answer: Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.
SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.
HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of "Interferon alfa-n3 (human leukocyte derived)" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.
Question: Consider the Transportation Service Agreement between Great Lakes Gas Transmission Limited Partnership and ANR Pipeline Company; What is the expiration date of this contract?
Answer: TERM: November 01, 2014 to October 31, 2017
Question: Consider the Master Operation and Maintenance Agreement between Diamond State Generation Partners, LLC and Bloom Energy Corporation; Is there an anti-assignment clause in this contract?
Answer: This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including by operation of law), but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided that either Party may collaterally assign its rights under this Agreement to any party providing debt or equity financing to such Party without the consent of the other Party.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Can this contract be terminated for convenience, and under what conditions?
Answer: We will have the right to terminate the Ad Fund by giving you thirty (30) days' advance written notice.
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; What is the notice period required to terminate the renewal?
Answer: Unless either party gives written notice to terminate this Agreement at least six (6) months prior to the end of said Initial Term, this Agreement shall continue on a year to year basis ("Extended Term(s)") until terminated by either party by giving written notice of termination thereof to the other party at least six (6) months prior to the end of the then current Extended Term.
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; What is the renewal term for this contract?
Answer: Term: twelve (12) months from the date of the Agreement which term shall automatically renew for an additional twelve (12) months on such date if the Agreement is not otherwise terminated according to Section 8 of the Agreement.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; What is the notice period required to terminate the renewal?
Answer: The Agreement shall automatically renew for successive one year additional terms unless terminated by either party at least six months prior to the expiration of the then-current term.
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there a covenant not to sue included in this contract?
Answer: CUSTOMER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TRANSPORTER AND TRANSPORTER'S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST, COURT COSTS, REASONABLE ATTORNEYS' FEES AND EXPENSES, AND OTHER COSTS OF DEFENSE) (COLLECTIVELY, "CLAIMS") RELATING TO, CAUSED BY OR ARISING OUT OF CUSTOMER'S BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY CUSTOMER HEREUNDER, BUT NOT TO THE PROPORTIONATE EXTENT THAT SUCH CLAIM IS CAUSED BY OR RESULTS FROM OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRANSPORTER.
Question: Consider the Master Operation and Maintenance Agreement between Diamond State Generation Partners, LLC and Bloom Energy Corporation; What is the governing law for this contract?
Answer: THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; Is there a minimum commitment required under this contract?
Answer: SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Does this contract include an exclusivity agreement?
Answer: Although we will not seek to operate or grant others the right to operate a The Joint Corp. Location within the same general area as the Premises, we make no guarantee of any protected territory.
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there a cap on liability under this contract?
Answer: NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT A PARTY'S RIGHT TO RECOVERY HEREUNDER FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER.
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; What is the expiration date of this contract?
Answer: The initial term ("Initial Term") of this Agreement shall be for one year commencing on the 1st day of May, 2006 ("Effective Date").
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; What is the renewal term for this contract?
Answer: Unless either party gives written notice to terminate this Agreement at least six (6) months prior to the end of said Initial Term, this Agreement shall continue on a year to year basis ("Extended Term(s)") until terminated by either party by giving written notice of termination thereof to the other party at least six (6) months prior to the end of the then current Extended Term.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; What is the renewal term for this contract?
Answer: The Agreement shall automatically renew for successive one year additional terms unless terminated by either party at least six months prior to the expiration of the then-current term.
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent. Any assignment in violation hereof is void.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Is there a non-compete clause in this contract?
Answer: Therefore, during the term of this Agreement, neither you, nor any Principal Owner, nor any member of your immediate family or of the immediate family of any Principal Owner, shall perform services for, or have any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer, employee, manager, consultant, representative, or agent in, any business that offers products or services the same as or similar to those offered or sold at The Joint Corp. Location franchises.
Upon expiration or termination of this Agreement for any reason, you agree not to engage in a competitive business for a period of two (2) years after the termination or expiration and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location.
you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; What is the expiration date of this contract?
Answer: Term: twelve (12) months from the date of the Agreement which term shall automatically renew for an additional twelve (12) months on such date if the Agreement is not otherwise terminated according to Section 8 of the Agreement.
Question: Consider the Master Operation and Maintenance Agreement between Diamond State Generation Partners, LLC and Bloom Energy Corporation; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") (a) shall commence on the first day of the Warranty Period for the first Bloom System to achieve Commencement of Operation and (b) shall, unless terminated earlier under Section 4.1 of this Agreement or unless extended by mutual agreement of the Parties, terminate on the date that is the last day of the Warranty Period for the last Bloom System to achieve Commencement of Operation.
Question: Consider the Consulting Agreement between Emerald Health Naturals, Inc. and Dr. Gaetano Morello N.D. Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; What is the expiration date of this contract?
Answer: This Agreement shall be effective as of the Effective Date and shall continue in force for three years from the Launch Date (the "Initial Term") unless earlier
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there uncapped liability under this contract?
Answer: NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT A PARTY'S RIGHT TO RECOVERY HEREUNDER FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER
Question: Consider the Network Build and Maintenance Agreement between Commnet Wireless, LLC and AT&T Mobility LLC; Are there any third-party beneficiaries designated in this contract?
Answer: All AT&T Affiliates receiving Material or Services under this Agreement and the federal government of the United States shall be express third party beneficiaries under this Agreement.
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Are there any exceptions to competitive restrictions in this contract?
Answer: Although we will not seek to operate or grant others the right to operate a The Joint Corp. Location within the same general area as the Premises, we make no guarantee of any protected territory.
The ownership of one percent (1%) or less of a publicly traded company will not be deemed to be prohibited by this Paragraph
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; Does this contract include an exclusivity agreement?
Answer: Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.
Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.
HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of "Interferon alfa-n3 (human leukocyte derived)" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement. S
Question: Consider the Consulting Agreement between Emerald Health Naturals, Inc. and Dr. Gaetano Morello N.D. Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.
The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.
Question: Consider the Outsourcing Agreement between Twin Cities Power Holdings, LLC and Redwater LLC for Administration of Renewable Notes; Are there any third-party beneficiaries designated in this contract?
Answer: Any  successor of any party or of any such controlling person, or any legal representative of such controlling person, as the case may be, shall be  entitled to the benefit of the respective indemnity and contribution agreements.
Question: Consider the Co-Branding Agreement between NETTAXI Online Communities, Inc. and Solutions Media, Inc. (SpinRecords.com); Is there a cap on liability under this contract?
Answer: EXCEPT AS SET FORTH IN SECTION 6 AND 7.1,              ------------------------ UNDER  NO  CIRCUMSTANCES  WILL  EITHER  PARTY  BE  LIABLE TO THE OTHER UNDER ANY CONTRACT,  STRICT  LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY  INCIDENTAL  OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT  MATTER  OF  THIS  AGREEMENT.
Question: Consider the Gas Transportation Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; What are the audit rights under this contract?
Answer: Each Party or its designated representatives shall, upon reasonable notice to the other Party, have the right, no more frequently than two (2) times per twelve (12) consecutive calendar Months, at its own expense, at reasonable times and during normal business hours, to examine the books and records of such other Party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement.