orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the "Documentation") within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro ("Third Parties"), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A. Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement, WGT      grants to Distributor a nontransferable license to do the following in the      Territory during the Term:

(a)  market and distribute the Product to resellers;

(b)  demonstrate the Product to potential resellers;

(c)  use the Product internally for the sole purpose of providing this product      support specified in paragraph 4.1(c);

(d)  use and display the Trademarks in connection with marketing and      distributing the Product in the Territory pursuant to paragraphs (a) and      (b) above.
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.; What is the governing law for this contract?
Answer: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Is there a clause preventing the solicitation of customers in this contract?
Answer: Except for the joint marketing efforts referred to in Section 3.1 (v)         above, Purolator agrees not to directly or indirectly solicit next day         or multiple day freight from existing sameday customers of Dynamex.
Except for the joint marketing efforts referred to in Section 3.1 (v)        above, Dynamex agrees not to directly or indirectly solicit overnight        freight from customers of Purolator.
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Is there a cap on liability under this contract?
Answer: Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.
Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.
Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What is the renewal term for this contract?
Answer: This Agreement shall automatically extend for an additional two (2) years on the same terms herein ("Renewal Term") provided WPT receives payments greater than twelve million U.S. dollars ($12,000,000) within the Initial Term.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Does the licensor's affiliates have any licensing rights under this contract?
Answer: Skype further agrees that in the event that, prior to such time as the Company-Skype Branded Application is updated or upgraded to include the Mobile Technology, Skype or any of its Affiliates makes available to Skype users a new software product which allows access to services available through the Skype Software but on or through mobile communication devices (but in any event excluding Skype Zones), it will license that software product to the Company and Online BVI on the terms and conditions set forth in this Agreement with respect to the Skype Software and the Company-Skype Branded Application customized therefrom, and references to the Skype Software in this Agreement shall be deemed to include such software product.
Question: Consider the Non-Competition Agreement Amendment No. 1 between Vivint Solar, Inc. and Vivint, Inc.; What is the expiration date of this contract?
Answer: This Agreement will become effective on the Effective Date, and will continue until the expiration of the "Sales Term" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the "Term")."
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; What licenses are granted under this contract?
Answer: License Grant. Subject to the terms and conditions of this Agreement, WGT      grants to Distributor a nontransferable license to do the following in the      Territory during the Term:

(a)  market and distribute the Product to resellers;

(b)  demonstrate the Product to potential resellers;

(c)  use the Product internally for the sole purpose of providing this product      support specified in paragraph 4.1(c);

(d)  use and display the Trademarks in connection with marketing and      distributing the Product in the Territory pursuant to paragraphs (a) and      (b) above.
WGT reserves all rights in and to the Trademarks and all      other trademarks and trade names used by WGT in connection with the      Products, but WGT grants to Distributor the nonexclusive right to use and      display the Trademarks during the Term to promote and identify the Product      in the Territory in connection with this Agreement.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the "Documentation") within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro ("Third Parties"), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A. Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof.
During the term of this Agreement, Detto shall have the right to use and reproduce the Trademarks in connection with Detto's marketing, advertising, promotion and distribution of Qwik-Fix Pro.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Does this contract include an exclusivity agreement?
Answer: Dynamex agrees not to provide sameday delivery services for any other        provider of next day or multiple day courier services.
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Is there uncapped liability under this contract?
Answer: Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What is the expiration date of this contract?
Answer: This Agreement will be in effect for three (3) years from the Effective Date ("Initial Term") unless terminated earlier in accordance with this Agreement.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Online BVI hereby grants to Skype and the Company a limited, non-exclusive, non-sublicensable (except as set forth herein), non-transferable, non-assignable (except as provided in Section 14.4), royalty- free (but subject to the provisions of Section 5), license during the Term to use, market, provide access to, promote, reproduce and display the Online BVI Intellectual Property solely as incorporated in, and for the development of and for transmission pursuant to this Agreement of the Company-Skype Branded Application, the Company-Skype Branded Content and the Company-Skype Branded Web Site.
Skype hereby grants to Online BVI and the Company a limited, non-exclusive, non-sublicensable (except as set forth herein), non-transferable, non-assignable (except as provided in Section 14.4), royalty-free (but subject to the provisions of Section 5), license during the Term to use, market, provide access to, promote, reproduce and display the Skype Intellectual Property solely (i) as incorporated in the Company-Skype Branded Application and/or the Company-Skype Toolbar, and (ii) as incorporated in, for the development of, and for transmission pursuant to this Agreement of, the Company-Skype Branded Content and the Company-Skype Branded Web Site, in each case for the sole purposes (unless otherwise mutually agreed by the Parties) of promoting and distributing, pursuant to this Agreement, the Company-Skype Branded Application, the Company-Skype Toolbar, the Company-Skype Branded Content and the Company-Skype Branded Web Site in the Territory; (a) provided, that it is understood that the Company-Skype Branded Customers will have the right under the EULA to use the Company- Skype Branded Application and the Company-Skype Toolbar and will have the right to access the Company-Skype Branded Content, the Company-Skype Branded Web Site and the Online BVI Web Site through the Internet and to otherwise receive support from the Company anywhere in the world, and that the Company shall be permitted to provide access to and reproduce and display the Skype Intellectual Property through the Internet anywhere in the world, and (b) provided further, that Online BVI and the Company shall ensure that no Company-Skype Branded Customer (or potential Company-Skype Branded Customer) shall be permitted to access, using the Company-Skype Branded Application or the Company-Skype Toolbar or through the Company-Skype Branded Web Site, any Skype premium features requiring payment by the Company-Skype Branded Customer (or potential Company-Skype Branded Customer), including, but not limited to, SkypeIn, SkypeOut, or Skype Plus, unless such Company-Skype Branded Customer (or potential Company-Skype Branded Customer) uses the payment methods made available by the Company pursuant to Section 2.5 for the purchase of such premium features.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; Is there an anti-assignment clause in this contract?
Answer: Detto may not assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without PivX's prior written consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there a minimum commitment required under this contract?
Answer: During the Term, Distributor will make Gross      Purchases in an amount at least equal to the cumulative Guaranteed Minimum      Purchase amounts through committed orders placed pursuant to paragraph 3.5      and calling for shipment on or before the dates set forth in Exhibit A.
Failure to Make Guaranteed Minimum Purchases. Upon any failure by      Distributor to make Gross Purchases in sufficient amounts to meet or exceed      the applicable cumulative Guaranteed Minimum Purchases, WGT may, at its      sole option and effective upon notice to Distributor, terminate this      Agreement. Distributor shall pay WGT fifty percent (50%) of the unpaid      balance of cumulative Guaranteed Minimum Purchase amounts as liquidated      damages.
Section A.3 As a Full Service Master Distributor, Distributor agrees to sign up a minimum of 10 new WatchGuard resellers in the Territory within the Initial Term of the Agreement.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Is there a non-compete clause in this contract?
Answer: In the event this Agreement is terminated pursuant to the provisions of         paragraph 17, then the Party in default 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 six (6) months from the         effective date of termination.
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 Joint Venture Contract between Fengfan Group Limited Liability Company and Valence Technology Inc. for Battery Production; What are the insurance requirements under this contract?
Answer: The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors.
The Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Are there any services to be provided after the termination of this contract?
Answer: to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants;
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Is there a covenant not to sue included in this contract?
Answer: Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed  Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in  any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term "SINA",  (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any  trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term "SINA" in the name of  Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to  displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials.
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Does this contract provide for joint intellectual property ownership?
Answer: if such rights comprise (i) analysis prepared for or on behalf of the Parties as participants in the Company-Skype Branded Application, or (ii) any intellectual property right co-developed by the Parties, or (iii) of any Support Information, or (iv) any data as specifically provided to Skype or the Online Group by Company-Skype Branded Customers ("Joint Data"), other than that set forth in Sections 4.2.3.2.1 and 4.2.3.2.2 above and other than any Group Rights or Skype Rights, then such rights shall be jointly owned by the Parties, and may be exploited by any Party in accordance with this Agreement, and outside of this Agreement to the extent such exploitation would not, (x) in the case of Online BVI, violate or infringe upon the Skype Rights, (y) in the case of Skype, violate or infringe upon the Group Rights, or (z) in the case of the Company, violate or infringe upon the Group Rights or the Skype Rights.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; Can this contract be terminated for convenience, and under what conditions?
Answer: PivX may terminate this Agreement for convenience by giving at least thirty (30) days written notice of termination to Detto.
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there an anti-assignment clause in this contract?
Answer: Upon the occurrence of any of the following, WGT may      terminate the Term by giving Distributor written notice of such termination      for:
any assignment or attempted assignment of this Agreement by Distributor      without the prior written consent of WGT;
Distributor will not assign all or any part of this Agreement      or any of its rights under this Agreement without the prior written consent      of WGT.
Question: Consider the Joint Venture Contract between Fengfan Group Limited Liability Company and Valence Technology Inc. for Battery Production; What are the audit rights under this contract?
Answer: In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party. Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.
The Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.
An accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report. The Joint Venture Company shall submit to the Parties an annual statement of final accounts (including the audited profit and loss statement and the balance sheet for the fiscal year) after the end of the fiscal year, together with the audit report of the Chinese registered accountant.
Party B shall have a right to obtain copies of all of the Joint Venture Company's accounting books and other documents at their own expense but the originals thereof shall be left in the care of Party A.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Are there any exceptions to competitive restrictions in this contract?
Answer: It is understood        and agreed that Dynamex, from time to time and upon request, may provide        pick-up and/or delivery services for other next-day or multiple day        courier service providers, as part of their next-day and multiple day        service commitment, provided Dynamex' services will not result in the        provision of same day service to the customer of the provider of        next-day or multiple day courier service.
Dynamex may continue to provide the same day service it currently        provides to Alltours customers, provided revenue to Dynamex from this        business does not exceed Five Thousand Dollars ($5,000.00) per month        provided there is no change in control, direct or indirect, in Alltours.
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Is there an anti-assignment clause in this contract?
Answer: CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.
CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void.
Question: Consider the Joint Venture Contract between Fengfan Group Limited Liability Company and Valence Technology Inc. for Battery Production; What licenses are granted under this contract?
Answer: Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.
Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.