orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; What is the duration of any warranties provided in this contract?
Answer: With respect to Qwik-Fix Pro delivered by PivX to Detto on CD-Rom, PivX warrants that for a period of thirty (30) days following delivery to Detto, the media on which Qwik-Fix Pro is furnished to Detto will be free from defects in materials and workmanship during normal use.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Does this contract include any revenue or profit-sharing arrangements?
Answer: Zynga will pay to WPT ten percent (10%) of the cumulative Net Revenue (as defined in Section 3.b. of the Additional Provisions) ("Royalty") from the WPT-branded Zynga Poker Tournament Mode or other such use of the WPT brand on the Zynga platform.
The Royalties to be paid by Zynga to WPT is the percentage of Net Revenue as set forth in Section 5 of the Basic Provisions.
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; Is there an anti-assignment clause in this contract?
Answer: The Distributor shall not assign any of its rights, obligations or privileges (by operation of law or otherwise) hereunder without the prior written consent of JRVS.
Question: Consider the Non-Competition and Non-Solicitation Agreement between Quaker Chemical Corporation and Gulf Houghton Lubricants Ltd., Gulf Oil International Limited, GOCL Corporation Limited, and Gulf Oil Lubricants India, Ltd.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement.
Question: Consider the Cooperation Agreement between MG Capital Management Ltd., Percy Rockdale LLC, Rio Royal LLC, and HC2 Holdings, Inc. for Board Composition Changes; What is the expiration date of this contract?
Answer: This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Can this contract be terminated for convenience, and under what conditions?
Answer: At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Does this contract include an exclusivity agreement?
Answer: All  such Contractors must process Merchant applications and transactions exclusively through Network 1.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Are there any services to be provided after the termination of this contract?
Answer: In the event this Agreement is terminated pursuant to the provisions of         paragraph 19.2, then the Party whose control has changed shall not         enter into an agreement with any other Party to provide services similar         to those provided herein or to provide its services similar to those         provided for herein without an agreement, for a period of twelve (12)         months from the effective date of termination.
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may be terminated by either party for any reason or no reason, whether or not extended beyond the initial term, by giving the other party written notice ninety (90) days in advance.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; Is there a cap on liability under this contract?
Answer: EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS.
In the event of termination in accordance with Section 5.1, PivX shall not be liable to Detto because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Detto.
Question: Consider the Non-Competition and Non-Solicitation Agreement between Quaker Chemical Corporation and Gulf Houghton Lubricants Ltd., Gulf Oil International Limited, GOCL Corporation Limited, and Gulf Oil Lubricants India, Ltd.; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there a cap on liability under this contract?
Answer: THE WARRANTIES OF WGT AND THE REMEDIES OF      DISTRIBUTOR SET FORTH IN PARGRAPHS 14 AND 15 ARE EXCLUSIVE AND IN      SUBSTITUTION FOR, AND DISTRIBUTOR HEREBY WAIVES, RELEASES AND DISCLAIMS.
EXCEPT AS PROVIDED IN PARAGRAPH 15, WGT'S      LIABILITY(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER      ACTIVE, PASSIVE, IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER      THEORY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY PRODUCT OR OTHER ITEMS      FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE COMPENSATION      PAID TO WGT CONCERNING SUCH PRODUCT UNDER THIS AGREEMENT.
IN NO EVENT WILL WGT BE LIABLE, WHETHER IN CONTRACT,      WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED),      PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), TO DISTRIBUTOR OR TO      ANY RESELLER OF DISTRIBUTOR, END-USER OR 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, BUSINESS OR DATA)      ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE      USE OF, INABIILTY TO USE OR RESULTS OF USE OF THE PRODUCT.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Is there an anti-assignment clause in this contract?
Answer: Neither Party shall sell, assign, subcontract, transfer or dispose of         this Agreement or any part thereof, without the prior written consent of         the other Party or otherwise enter into an agreement with any other         Party for Services contemplated herein.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Is there a clause preventing the solicitation of employees in this contract?
Answer: Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; What are the audit rights under this contract?
Answer: Not more than once per calendar quarter, each Party or its independent auditor (who shall be a certified public accountant) shall have the right, on not less than fifteen (15) calendar days prior notice and not during the first twenty (20) days after the close of any fiscal quarter of the other Parties, or within sixty (60) day of the close of such Parties' respective fiscal years, to audit the books of account and records of any and all such Parties. Such audit shall be conducted at the premises where the audited Party maintains consolidated books of account; provided however, that the auditing Party may conduct all or any part of such audit at any of the audited Party's premises where any relevant books of account and/or records are located
During such audits, the auditing Party shall have the right to take extracts and/or make copies of the audited Party's records as it deems necessary
Such audits shall be at the auditing Party's cost, except that, subject to Section 5.5, if an audit by an independent accounting firm establishes a deficiency of more than three percent (3%) between the amount shown to be due to the auditing Party and the amount actually paid for the period being audited, all actual and reasonable costs and expenses incurred by the auditing Party in connection with such audit shall be paid by the audited Party, along with the amount of any deficiency, within five (5) business days.
The exercise by any Party in whole or in part, at any time of the right to inspect and/or audit records and accounts or of any other right herein granted, or the acceptance by such Party of any statement or statements or the receipt and/or deposit by such Party, of any payment tendered by or on behalf of an audited Party shall be without prejudice to any rights or remedies of the accepting Party and such acceptance, receipt and/or deposit shall not preclude or prevent such accepting Party from thereafter disputing the accuracy of any such statement or payment.
Each Party shall cause any Subsidiary or other Affiliate (including, without limitation, a Subsidiary or other Affiliate of the Online Group or Skype Group, as applicable) to grant to the other Party the audit rights granted hereunder with respect to such other Party.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there an anti-assignment clause in this contract?
Answer: Without the prior written consent of the other party, neither party shall assign or transfer any of its rights or obligations hereunder, in whole or in part, to any third party, and any purported assignment without such prior written consent shall be null and void and of no force and effect; except that notice, but no consent shall be required for such assignment or transfer in connection with an internal reorganization or sale of the transferring party, including by merger or other business combination, or a sale of substantially all of the assets of the transferring party.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; Is there uncapped liability under this contract?
Answer: EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there uncapped liability under this contract?
Answer: EXCEPT AS PROVIDED IN PARAGRAPH 15, WGT'S      LIABILITY(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER      ACTIVE, PASSIVE, IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER      THEORY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY PRODUCT OR OTHER ITEMS      FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE COMPENSATION      PAID TO WGT CONCERNING SUCH PRODUCT UNDER THIS AGREEMENT.
Question: Consider the Non-Competition and Non-Solicitation Agreement between Quaker Chemical Corporation and Gulf Houghton Lubricants Ltd., Gulf Oil International Limited, GOCL Corporation Limited, and Gulf Oil Lubricants India, Ltd.; Is there a non-compete clause in this contract?
Answer: Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the "Non- Compete Period"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business;
Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event of a change in control of a Party, the other Party shall         have the right, upon written prior notice, to terminate this          Agreement.
In the event this Agreement is terminated pursuant to the provisions of         paragraph 19.2, then the Party whose control has changed shall not         enter into an agreement with any other Party to provide services similar         to those provided herein or to provide its services similar to those         provided for herein without an agreement, for a period of twelve (12)         months from the effective date of termination.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Are there any services to be provided after the termination of this contract?
Answer: The Parties (including Online BVI on behalf of the Online Group) agree to maintain records (i) of all information reasonably necessary to verify all calculations to be made under Section 8.3.2, and (ii) supporting, verifying and necessary to demonstrate the calculation and collection of fees and/or revenue, as well as any deductions thereto, and payments made hereunder, including, without limitation, budgets, purchase orders, expense records, invoices, correspondence, banking and financial and other records pertaining to the determination of Gross Revenue, Direct Expenses and Adjusted Net Revenue, during the term of this Agreement and for a period of two (2) years following the expiration or termination hereof.
Each Party shall (i) immediately stop displaying, featuring, linking or in any other manner using the Company-Skype Branded Application (provided in the case of Skype, other than the Skype Software in the Company-Skype Branded Application), Company-Skype Toolbar, Company-Skype Branded Web Site, Company-Skype Branded Content, any co-branded materials or any other Intellectual Property of the other Parties (including, without limitation, Intellectual Property deemed to be owned by the other Parties under Section 4.2.3.2); (ii) return such materials directly to the other Parties, or delete and overwrite any electronically stored copies of such materials within thirty (30) days from the date of termination of this Agreement; (iii) within such thirty (30) day period, deliver to the other Parties a certificate duly executed by its authorised officer certifying its compliance with the foregoing, and (iv) provide the other Parties with such information and access to data and databases as may be necessary to permit such other Parties to fulfil any contractual obligations by them to users of the Company-Skype Branded Application undertaken by such other Parties prior to the time of termination.
The Parties agree that notwithstanding any termination or expiration of this Agreement, the rights and licenses granted to any Company- Skype Branded Customers prior to termination or expiration of this Agreement pursuant to any EULA shall continue during the 24 months after such termination or expiration for the sole purpose of permitting such users to continue to access and utilize the Company-Skype Branded Application and the Company-Skype Toolbar, and so long as any Gross Revenue is received with respect to the Company-Skype Branded Application and/or the Company-Skype Toolbar, the provisions of Section 5 shall continue to be applicable after any termination or expiration.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there a non-compete clause in this contract?
Answer: WPT or its affiliates shall not authorize a Zynga Competitor to commercially exploit the Licensed Property in connection with social poker gaming via a license similar to the license granted herein for the Term.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; What are the audit rights under this contract?
Answer: In addition, Detto shall make its offices and equipment available in person, upon reasonable notice, and to the extent feasible, remotely, to PivX to inspect and test Detto's physical and technical set-up to ensure that Detto is complying with its obligations under this Section.
PivX shall have the right, at reasonable times and on reasonable notice, to inspect and audit the books and records of Detto to verify the accuracy of any statements.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; What are the audit rights under this contract?
Answer: Upon WGT's request, Distributor will      provide access to such records for examination, reproduction, and audit by      WGT or its representatives. Any such audit will be conducted at such times      and in such a manner so as not to unreasonably interfere with Distributor's      normal operations.
Question: Consider the Non-Competition and Non-Solicitation Agreement between Quaker Chemical Corporation and Gulf Houghton Lubricants Ltd., Gulf Oil International Limited, GOCL Corporation Limited, and Gulf Oil Lubricants India, Ltd.; Are there any exceptions to competitive restrictions in this contract?
Answer: ; provided, however that nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party may terminate this Agreement, without cause, by giving two         (2) years written notice.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; What is the expiration date of this contract?
Answer: The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.
At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What is the governing law for this contract?
Answer: This Agreement will for all purposes be governed by and interpreted in accordance with the laws of the State of California without giving effect to any conflict of laws principles that require the application of the laws of a different state.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Notwithstanding the foregoing, upon the prior written approval of Online BVI, which approval may be withheld in its sole discretion, the Company shall be permitted to sublicense its rights hereunder to a wholly-owned Subsidiary of the Company or a majority-owned Subsidiary of Tom Holding, for the same purpose and under the same terms and conditions as the license set forth herein.
Notwithstanding the foregoing, upon the prior written approval of Skype, which approval may be withheld in its sole discretion, the Company shall be permitted to sublicense its rights hereunder to a wholly-owned Subsidiary, a majority-owned Subsidiary of Tom Holding, or to an unaffiliated third party distributor or reseller, for the same purpose and under the same terms and conditions as the license set forth herein.