orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What happens in the event of a change of control of one of the parties in this contract?
Answer: COMPANY will pay JHU a fee equal one percent (1%) of the Aggregate Consideration received by the COMPANY, or the total amount received by stockholders of COMPANY, upon the occurrence of a Liquidity Event.
uch fee shall be paid after only the first to occur of either a Liquidation Event or an Initial Public Offering. The respective fees, when and if payable, shall be paid upon closing; except that if there are additional contingent amounts ("Trailing Consideration") payable upon the occurrence of subsequent events, then the Trailing Consideration shall be due and payable to JHU within thirty (30) days after receipt thereof by COMPANY.
For a Liquidity Event, the fee required under Section 4.1 of this Exhibit A above shall be payable to JHU by COMPANY in the same form as the proceeds paid or payable to either COMPANY or its security holders, whether in cash, securities or other property, and in the same proportion as such form of consideration is paid or payable to COMPANY or its security holders. Notwithstanding the foregoing, in the event the form of consideration paid or payable includes securities for which there is not an active public market, in lieu of paying that portion of the fee with such securities COMPANY will make a cash payment to JHU equal to the fair market value of such securities.
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; What licenses are granted under this contract?
Answer: In reliance upon the application and information furnished by the  Franchisee,  and  subject  to the terms and  conditions  contained  in this Agreement,  BKC grants to the Franchisee a license to use the Burger King System and the Burger King Marks in the  operation of a Burger King  Restaurant at that Location.
Question: Consider the Operation and Maintenance Agreement between Magellan Terminals Holdings, L.P. and Omega Refining, LLC; What are the audit rights under this contract?
Answer: The costs of any audit of Operator's books or records shall be borne by Owner absent manifest error.
Upon reasonable prior written notice to Operator, Owner shall have the right during normal business hours to audit or examine all books and records of Operator to the extent they relate to Operator's performance hereunder as well as the relevant books of account of Operator's contractors, relating to the performance of Operator's obligations under this Agreement. Operator shall cooperate with Owner's auditors by (i) making the applicable books and records available for inspection by Owner's auditors, and (ii) making such copies of books and records as may be reasonably requested by such auditors. In no event shall Owner's audits unreasonably interfere with Operator's operations.
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules.
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; Is there a minimum commitment required under this contract?
Answer: At all times during the Term of this  Agreement, Franchisee shall employ at least one (1) individual (the  "Restaurant  Manager") who is  responsible  for the direct,  personal  supervision  of the  Franchise d Restaurant .
A representative of BKC who shall make not less than two (2) one day visits to Poland  per annum to provide  the  Franchisee  with any  requested reasonable  operations or marketing  guidance and advice.
Question: Consider the Sponsorship Agreement between RMF Empire, Inc. DBA West Coast Customs and Bosch International, LLC / XLI Technologies, Inc. for Promotion of 'Light Sheets'; What is the expiration date of this contract?
Answer: Unless earlier terminated, this Agreement shall take effect on December 1st, 2015 and shall expire on November 30, 2016.
Question: Consider the Consulting Agreement between Slinger Bag Inc. and Aitan Zacharin for Investor Relations and Corporate Development; Does this contract include any revenue or profit-sharing arrangements?
Answer: Subject to the following sentence, the Consultant will be entitled to receive up to a one-time bonus of 1,500,000 shares of common stock of the Company promptly after the value of the Company's outstanding stock equals $100 million dollars.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; What is the expiration date of this contract?
Answer: The license granted to the Licensee under this Agreement shall continue perpetually
Notwithstanding the foregoing, this Agreement shall expire if the Investment Advisor or one of its affiliates ceases to serve as investment adviser to the Licensee.
Question: Consider the Operation and Maintenance Agreement between Magellan Terminals Holdings, L.P. and Omega Refining, LLC; Are there any services to be provided after the termination of this contract?
Answer: Upon the termination of this Agreement, Operator shall cooperate in the transition of operations to Owner or a successor operator
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: If COMPANY proposes to sell any equity securities or securities that are convertible into equity securities of COMPANY (collectively, "Equity Securities") in any new round of financing, then COMPANY shall offer JHU and/or its Assignee (as defined below) an opportunity to purchase either: (i) up to that portion of the Equity Securities that equals JHU's then current, fully-diluted percentage ownership interest in COMPANY, or (ii) if the percentage offered for sale by COMPANY is less, then up to five percent (5%) of the Equity Securities offered for sale.
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Is there a cap on liability under this contract?
Answer: EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER                   PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                   CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                   TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                   PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE                   LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER,                   WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS                   LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY                   SPONSOR TO EXCITE HEREUNDER.
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; What happens in the event of a change of control of one of the parties in this contract?
Answer: If BKC does not exercise its option under Subparagraph 15.4.1,  Franchisee may conclude the sale to the purchaser who made the offer  provided BKC's consent to the assignment or sale be first obtained as provided below.
BKC may impose reasonable  conditions on its consent to the transfers  contemplated in Subparagraphs 15.1 and 15.2 above. BKC is under no  obligation  to  consent  to the  encumbrances  contemplated  in Subparagraphs 15.1 and 15.2 above, and may deny its consent to such encumbrances in its sole discretion.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the notice period required to terminate the renewal?
Answer: This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a "Renewal Term"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.
Question: Consider the Consulting Agreement between Slinger Bag Inc. and Aitan Zacharin for Investor Relations and Corporate Development; Is there an anti-assignment clause in this contract?
Answer: Except as herein expressly provided, the respective rights and obligations of the Consultant and the Company under this Agreement will not be assignable by either party without the written consent of the other party and will, subject to the foregoing, inure to the benefit of and be binding upon the Consultant and the Company and their permitted successors or assigns.
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Licensee may sublicense its rights under Section 1.1 solely to a current or future wholly owned subsidiary of Licensee, and then only with the prior written consent of Licensor (which shall not be unreasonably withheld), provided that any such sublicense shall terminate automatically, with no need for written notice to the sublicensee, if (a) such entity ceases to be a wholly owned subsidiary of Licensee, (b) this Agreement terminates for any reason or (c) such sublicensee materially breaches its sublicense in a manner that harms the Brand and does not cure the same within 15 days after notice from Licensor or Licensee.
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; Can this contract be terminated for convenience, and under what conditions?
Answer: Company may terminate this Agreement and the license granted herein, for any reason, upon giving JHU sixty (60) days written notice under Paragraph 8.1.
Question: Consider the Operation and Maintenance Agreement between Magellan Terminals Holdings, L.P. and Omega Refining, LLC; Is there an anti-assignment clause in this contract?
Answer: Operator shall not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder unless there first shall have been obtained the written consent thereto of Owner, which consent shall not be unreasonably withheld, conditioned, or delayed. Owner shall not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder except in connection with the sale, financing or conveyance of all or any part of the Rail Facility.
Any attempted assignment of this Agreement in violation of this Section 8.12 shall be null and void.
Question: Consider the Consulting Agreement between Slinger Bag Inc. and Aitan Zacharin for Investor Relations and Corporate Development; What happens in the event of a change of control of one of the parties in this contract?
Answer: Upon any capital reorganization of the Company's capital stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) or a merger or consolidation of the Company with or into another corporation, then as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, the number and kind of securities and property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which that Holder would have received for the Shares if this Warrant had been exercised immediately before such reorganization, merger or consolidation.
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Is there uncapped liability under this contract?
Answer: EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER                   PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                   CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                   TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                   PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the renewal term for this contract?
Answer: This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a "Renewal Term"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.
Question: Consider the Operation and Maintenance Agreement between Magellan Terminals Holdings, L.P. and Omega Refining, LLC; What is the governing law for this contract?
Answer: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, without regard to choice of law principles that would require the application of the laws of any other jurisdiction.
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What is the governing law for this contract?
Answer: This Agreement shall be construed, and legal relations between the parties hereto shall be determined, in accordance with the laws of the State of Maryland applicable to contracts solely executed and wholly to be performed within the State of Maryland without giving effect to the principles of conflicts of laws.
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; Is there a non-disparagement clause in this contract?
Answer: The Franchisee  will not directly or indirectly,  at any time during the term of this Agreement or thereafter,  do or cause to be done any act or thing  disputing,  attacking or in any way impairing the validity of and BKC's right,  title or interest in the Burger King Marks and the Burger King System.
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions herein, Licensor hereby grants to Licensee a non-exclusive, non- transferable, and (subject to Section 1.2 hereof) non-sublicensable license for the use of the Brand solely for the Permitted Activity.
Licensee may sublicense its rights under Section 1.1 solely to a current or future wholly owned subsidiary of Licensee, and then only with the prior written consent of Licensor (which shall not be unreasonably withheld), provided that any such sublicense shall terminate automatically, with no need for written notice to the sublicensee, if (a) such entity ceases to be a wholly owned subsidiary of Licensee, (b) this Agreement terminates for any reason or (c) such sublicensee materially breaches its sublicense in a manner that harms the Brand and does not cure the same within 15 days after notice from Licensor or Licensee.
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; What are the audit rights under this contract?
Answer: Excite                   may, upon no less than thirty (30) days prior written notice                   to Sponsor, cause an independent Certified Public Accountant                   to inspect the records of Sponsor reasonably related to the                   calculation of such payments during Sponsor's normal business                   hours. The fees charged by such Certified Public Accountant in                   connection with the inspection will be paid by Excite unless                   the payments made to Excite are determined to have been less                   than ninety percent (90%) of the payment owed to Excite, in                   which case Sponsor will be responsible for the payment of the                   reasonable fees for such inspection.
Question: Consider the Consulting Agreement between Slinger Bag Inc. and Aitan Zacharin for Investor Relations and Corporate Development; Can this contract be terminated for convenience, and under what conditions?
Answer: The Company may terminate Consultant's engagement at any time by giving Consultant 60 days prior written Notice of the termination.
The Consultant may voluntarily terminate the Consultant's engagement with the Company at any time by giving the Company 120 days prior written Notice of the termination.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the expiration date of this contract?
Answer: Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; What licenses are granted under this contract?
Answer: Subject to the terms and conditions herein, Licensor hereby grants to Licensee a non-exclusive, non- transferable, and (subject to Section 1.2 hereof) non-sublicensable license for the use of the Brand solely for the Permitted Activity.
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What is the expiration date of this contract?
Answer: This term of this Agreement shall commence on the EFFECTIVE DATE and shall continue, in each country, until the date of expiration of the last to expire patent within PATENT RIGHT(S) in that country.
Question: Consider the Operation and Maintenance Agreement between Magellan Terminals Holdings, L.P. and Omega Refining, LLC; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and, shall continue for the duration of the Lease, unless terminated earlier pursuant to Section 3.2 or 3.3.
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Subject to the terms and conditions of this                   Agreement, Sponsor hereby grants to Excite a royalty-free,                   non-exclusive, worldwide license to use, reproduce,                   distribute, transmit and publicly display the Content in                   accordance with this Agreement and to sub-license the Content                   to Excite's wholly-owned subsidiaries or to joint ventures in                   which Excite participates for the sole purpose of using,                   reproducing, distributing, transmitting and publicly                   displaying the Content in accordance with this Agreement
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; Is there a clause preventing the solicitation of employees in this contract?
Answer: The Franchisee will not attempt,  directly or  indirectly,  to entice or induce any employee of BKC or of an  Affiliate  of BKC or of  another  franchisee  of BKC to leave such employment,  nor to employ such employee  within six (6) months after his or her termination  of  employment  with such  employer,  except with the prior written consent of such employer.
Question: Consider the Consulting Agreement between Slinger Bag Inc. and Aitan Zacharin for Investor Relations and Corporate Development; What is the governing law for this contract?
Answer: This Agreement will be construed and interpreted in accordance with the laws of the State of New York without reference to its conflicts of laws principles or the conflicts of laws principles of any other jurisdiction, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the State of New York.
This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Is there a covenant not to sue included in this contract?
Answer: In addition, Neoforma shall not now or in the future contest the validity of VerticalNet's Intellectual Property.
In addition, VerticalNet shall not now or in the future contest the validity of Neoforma's Intellectual Property
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; How is intellectual property ownership assigned in this contract?
Answer: The parties intend that any and all goodwill in the Brand arising from Licensee's or any applicable sublicensees' Permitted Activity shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee or any sublicensee is deemed to own any rights in the Brand, Licensee hereby irrevocably assigns (or shall cause such sublicensees to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith.
Question: Consider the Amended and Restated Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of New York, without giving effect to the principles of conflict of laws.
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; Is there a non-compete clause in this contract?
Answer: The  Franchisee  agrees,  during  the  term  of this Agreement and thereafter,  not to directly or indirectly engage in the operation of any  restaurant,  except as licensed by BKC, which utilizes or duplicates the Burger King System or any part thereof.
Neither the  Principals  nor the  Franchisee  shall directly or indirectly  (through  stock  ownership,  partnership,  trust,  joint venture,  management  contract,  or otherwise)  (a) have any interest in another "Fast Food Hamburger Restaurant" during the term of this Agreement, or (b) for a period of one ye ar after termination or expiration of this Agreement,  have any interest in another Fast Food  Hamburger  Restaurant  business at or within such distance of the Location as is stated  SCHEDULE 1.