orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; What licenses are granted under this contract?
Answer: Dynamic Hearing grants to IntriCon in accordance with this Agreement, for the Term, a license, to Use Dynamic Hearing's  Technology, Software and Documentation developed as of the Commencement Date to manufacture, import, sell and offer for sale throughout the  Territory, Products containing Dynamic Hearing's Technology and Software.
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: (i)      Subject to the terms and conditions of this  Agreement, D2 hereby grants LICENSEE a perpetual non-exclusive, worldwide license, to use Licensed Technology in Object Code format only as an incorporated part of the Licensee Product.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement by providing [*] month's written       notice to the other.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; Are there any exceptions to competitive restrictions in this contract?
Answer: To further protect the El Pollo Loco® System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a "Competitive Business" (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer's continued operation of any business already in existence and operating at the time of execution of this Agreement.
The foregoing shall not apply to operation of an El Pollo Loco® restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.
A "Competitive Business" shall not include a full-service restaurant.
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; Are the licenses granted under this contract non-transferable?
Answer: LICENSEE is also granted a limited  non-transferable non-exclusive license to Licensed Source Code to perform software maintenance functions according the terms set forth in Article 7 of this Agreement.
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; Does this contract include any revenue or profit-sharing arrangements?
Answer: The maximum royalty rate identified in the table herein includes an initial base rate of 3% for each Ezairo DSP platform and 1% for each  Single Chip Hearing Aid (SCHA) sold
A 2% royalty rate per Base Product Unit shall be added to the initial base rate for each DSP feature/module  that is based on Dynamic Hearing Technology and that is added to a Base Product Unit. However, such additional Royalty Payments when added  to the initial base rate shall not exceed in total the stated maximum rates specified in the table herein.
Cumulative annual HH & ALD  Volume that use the Framework

Ezairo Maximum Royalty Rate    SCHA Maximum Royalty Rate

Less Than 20,000 Units    10%    8%    20,000-50,000 units    9%    7%    50,000-100,000 units    8%    6%    100,000-200,000 units    7%    5%    200,000-500,000 units    6%    4%    500,000 to 1,000,000 units    5%    3%    Over 1,000,000    5%    1.5%
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: IBM agrees that, for a period of [*] years from the Effective Date             of this Agreement, it will not in any way solicit for employment             any Transferred Employees without the prior written consent of MSL;             provided, however, that the foregoing will not restrict or prevent             IBM from a) employing any such person who contacts IBM on his or her             own initiative without any solicitation or encouragement from IBM             or b) by using general employment advertising or communications or             independent search firms, hiring any person who responds thereto,             provided that IBM does not direct or encourage such independent             search firms to solicit such Transferred Employees.
Question: Consider the Premium Managed Hosting Agreement between AstroNutrition.com and deep systems; What is the expiration date of this contract?
Answer: The effective term is 12 months beginning March 1, 2005 and ending February 28, 2006.
Question: Consider the Online Hosting Agreement between Diplomat Direct Marketing Corporation and Tadeo E-Commerce Corp.; What is the expiration date of this contract?
Answer: The term of this Agreement shall begin on the date hereof (the "Effective Date") and shall continue for a period of 12 months thereafter (the "Period") in full force and effect until it is terminated in accordance with this Section 3.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; What is the expiration date of this contract?
Answer: Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit "B" or upon the opening of the last El Pollo Loco® Restaurant listed in the Development Schedule.
Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; Is there an anti-assignment clause in this contract?
Answer: IntriCon may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of  Dynamic Hearing. Likewise, Dynamic Hearing may not assign or transfer any of its rights or obligations under this Agreement without the prior  written consent of IntriCon.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; What is the governing law for this contract?
Answer: This Agreement and the performance of transactions under this Agreement       shall be governed by the substantive laws of the state of New York.
This Agreement and the rights and obligations of the parties hereto shall       be construed in accordance with the substantive laws of the State of New       York.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; What is the governing law for this contract?
Answer: This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this  Agreement, D2 hereby grants LICENSEE a perpetual non-exclusive, worldwide license, to use Licensed Technology in Object Code format only as an incorporated part of the Licensee Product.
LICENSEE is also granted a limited  non-transferable non-exclusive license to Licensed Source Code to perform software maintenance functions according the terms set forth in Article 7 of this Agreement.
After "Source Code Access Conditions" is met, LICENSEE shall have the right to use, modify, reproduce and have reproduced Object Code from Licensed Source Code to develop, use, market, distribute, and to maintain and support the Licensed Technology in the Licensee Product.
Licensed Technology incorporated in LICENSEE Product, together with Updates and New Versions thereof, are provided to LICENSEE's Customer under a non-exclusive worldwide license subject to the following terms:
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; Does this contract include any volume restrictions?
Answer: The CAP for Licensed Technology shall be cumulative across all "Supported Processors" (including "additional supported processors") utilized by LICENSEE.
There shall be fewer than 1 talkoff in 5 hours of voice when the          detector is programmed with the recommended parameters. Assuming that          each voice call is has an average of 2 seconds of voice, there shall be          fewer than 1 talkoff in 9000 calls.
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; Can this contract be terminated for convenience, and under what conditions?
Answer: Subject to the provisions of 11.1, Dynamic Hearing may terminate this Agreement upon three (3) months written notice  to IntriCon of such termination.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement will automatically be renewed for periods of       twelve (12) months unless either Party gives six (6) months written       notice of its intent to terminate this Agreement.
This       Attachment will automatically be renewed for periods of six (6) months       unless either party gives twelve (12) months written notice of its intent       to terminate this Agreement.
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Is there a cap on liability under this contract?
Answer: In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:

a) For the first sixty (60) minutes of Downtime during Normal Business       Hours or the first four (4) hours of Downtime outside of Normal Business       Hours ("Initial Downtime"), eGain will credit Customer's account for one       (1) day of service.

b) For each eight (8) hour period of Downtime per day in addition to the       Initial Downtime, eGain will credit Customer's account for one (1)       additional day of service.
In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.
THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.
In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.
EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a covenant not to sue included in this contract?
Answer: Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee or any of its Affiliates or sublicensees directly or indirectly challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Licensed Patent in any legal, court, administrative or other governmental proceeding.
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; Are there any exceptions to competitive restrictions in this contract?
Answer: The rights granted under such agreements shall  be included as exceptions to the exclusivity of IntriCon's License Grant, if such agreements are executed by Dynamic Hearing and the third party  before January 1, 2009.
To maintain exclusive rights to Dynamic Hearing Technology for Hearing Aids IntriCon will make minimum annual payments to  Dynamic Hearing as set out in the Minimum Payment Schedule.
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Is there uncapped liability under this contract?
Answer: EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; What is the renewal term for this contract?
Answer: This Agreement will automatically be renewed for periods of       twelve (12) months unless either Party gives six (6) months written       notice of its intent to terminate this Agreement.
This       Attachment will automatically be renewed for periods of six (6) months       unless either party gives twelve (12) months written notice of its intent       to terminate this Agreement.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall become effective on the Effective Date and shall       continue for a period of three (3) years unless terminated as provided in       Section 5.0.
This Attachment and its Product Attachments shall become effective on the       Effective Date and shall continue for a period of three (3) years unless       terminated as provided in Section 5.0 of the Base Agreement.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a cap on liability under this contract?
Answer: Except for a breach of Section 11 ("Confidentiality"), and without limiting a Party's indemnification obligations hereunder, in no event shall either Party be liable to the other Party in any manner for any special, non- compensatory, consequential, indirect, incidental, statutory or punitive damages of any kind, including lost profits and lost revenue, regardless of the form of action, whether in contract, tort, product liability or otherwise, even if informed of or aware of the possibility of any such damages in advance, except to the extent that such limitation of liability is contrary to the Applicable Law or any such special, non-compensatory, consequential, indirect, incidental, statutory or punitive damages have been awarded to a Third Party under a Third Party Claim.
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; Is there an anti-assignment clause in this contract?
Answer: No party may assign any of its rights, obligations or privileges (except by operation of law or other corporate reorganization) hereunder without the prior written consent of the other party, which shall not be unreasonable withheld, provided, that any party shall have the right to assign its rights, obligations and privileges hereunder to a successor in business or an acquirer of all or substantially all of its business or assets to which this Agreement pertains without obtaining the consent of the other party.
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; What is the governing law for this contract?
Answer: This Agreement is governed by the laws of Victoria, Australia and the parties submit to the jurisdiction of the courts of Victoria,  Australia
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Are there any services to be provided after the termination of this contract?
Answer: Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement).
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there uncapped liability under this contract?
Answer: Except for a breach of Section 11 ("Confidentiality"), and without limiting a Party's indemnification obligations hereunder, in no event shall either Party be liable to the other Party in any manner for any special, non- compensatory, consequential, indirect, incidental, statutory or punitive damages of any kind, including lost profits and lost revenue, regardless of the form of action, whether in contract, tort, product liability or otherwise, even if informed of or aware of the possibility of any such damages in advance, except to the extent that such limitation of liability is contrary to the Applicable Law or any such special, non-compensatory, consequential, indirect, incidental, statutory or punitive damages have been awarded to a Third Party under a Third Party Claim.
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: LICENSEE may terminate this Agreement upon ninety (90) days written notice.
Question: Consider the Photo Retouching Outsourcing Agreement between DGT Corp. and Dolphin Industries Limited; Is there a cap on liability under this contract?
Answer: DGT's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by Dolphin, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by DGT and its Directors, Officers or agents, shall be limited to the amount of the cost of the products.
In no event shall DGT be liable for consequential or incidental damages arising from any breach or breaches of this Agreement.
No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by Dolphin more than six months after the cause of action has occurred.
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be five (5) years from the date of execution and may be extended subject to satisfactory  agreement on ongoing commercial terms, to be agreed two (2) months prior to the expiration of this Agreement.
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Are the licenses granted under this contract non-transferable?
Answer: To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What are the audit rights under this contract?
Answer: Upon reasonable written request of Bioeq, and no more than once during a given calendar year, Licensee shall make all records reasonably necessary to verify the accuracy of its quarterly reports pursuant to Section 7.3.2 available for inspection by an independent auditor of an internationally recognized auditing firm during Licensee's standard business hours. Such audit shall be for the purpose of ensuring Licensee's compliance with its payment obligations hereunder only.
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance within the laws of the State of New York without reference to conflicts of laws provisions.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; Is there a minimum commitment required under this contract?
Answer: For any Product or Solution sold to any perspective clients introduced by Bravatek registered with Fazync via email to IHSI's CEO, Devon Jones, and delivered through Bravatek or a Fazync -designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by Fazync at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at Fazync bank account.
Question: Consider the Photo Retouching Outsourcing Agreement between DGT Corp. and Dolphin Industries Limited; What are the audit rights under this contract?
Answer: Dolphin shall permit any duly authorized representative of DGT, during normal business hours and at DGT's sole risk and expense, to enter upon and into any premises of Dolphin for the purpose of inspecting the service.