orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Agency Agreement for Stock Offering between Blue Hills Bancorp, Inc. and Keefe, Bruyette & Woods, Inc.; What are the insurance requirements under this contract?
Answer: The deposit accounts of the Bank are insured by the FDIC up to the applicable limits, and upon consummation of the Conversion, the liquidation accounts for the benefit of Eligible Account Holders will be duly established in accordance with the requirements of the Massachusetts Regulations.
The Blue Hills Parties carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties as is customary for companies engaged in a similar industry.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; What is the expiration date of this contract?
Answer: This Agreement is effective as of August 1, 2004, (the "Effective Date") and shall terminate on July 31, 2009, (the "Termination Date") unless earlier terminated or extended as provided for herein.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Are there any services to be provided after the termination of this contract?
Answer: Upon termination or expiration of this Agreement, and upon reasonable prior notice to Network  Affiliate, NCM shall be entitled to enter the Theatres upon reasonable prior written notice, and any other premises of Network Affiliate where any  NCM Property may be located, and recover any and all NCM Property, unless Network Affiliate chooses to purchase such Property based on a  straight line five year depreciated value.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Does this contract include an exclusivity agreement?
Answer: During the Term of the Agreement, and subject to the following requirements respecting Canadian content levels as set out in paragraphs 3(f), (g) and (h), HCI shall be the exclusive health content partner in the health section of the Sympatico web site, provided however, that nothing contained herein shall prevent MediaLinx from entering into an agreement with other parties for: i) a health based web directory; or ii) other health related content whose content does not compete with the content contained on the Co-Branded Site; which in no event shall receive no more than one fifth (1/5th) of the promotion and which shall constitute no more than one fifth (1/5th) of the total health related content which resides on the home page of the Sympatico Health section.
If, at any time during the Term of this Agreement, HCI fails to meet the content requirements set out in paragraphs 3(f), (g) and (h), HCI shall no longer be entitled to be the exclusive health content partner in the health section of the Sympatico web site. HCI shall not either directly or indirectly license or deliver content to or carry on or be engaged with any other Canadian portal web site, being a Web site which aggregates and markets a variety of content directed to multiple communities of interest and which offers products,

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





tools and services to a broad base of Canadian end users.
Question: Consider the Amendment No. 2 to Manufacturing and Supply Agreement between Columbia Laboratories (Bermuda) Ltd. and Fleet Laboratories Limited; Are there any services to be provided after the termination of this contract?
Answer: Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Is there uncapped liability under this contract?
Answer: Except in the event of (i) Third Party Claims subject to a Party's indemnification obligations pursuant to Section 10.1, (ii) Third Party Claims subject to a Party's indemnification obligations pursuant to Section 10.2, (iii) the gross negligence, fraud or willful misconduct of a Party or its Personnel, (iv) a Party's willful breach of this Agreement, (v) a breach of Section 13 or (vi) customer liabilities pursuant to, and subject to the limitations set forth in, Section 2.5(e), neither Party's aggregate liability to the other Party (or its Personnel that are indemnitees under Section 10.1 or Section 10.2, as applicable) under this Agreement for the initial twelve (12) month period immediately following the Effective Date, and for any twelve (12) month period thereafter during the Term, shall exceed, on a cumulative basis, the amount that is one and one half (11∕2) times the aggregate amounts paid or payable pursuant to this Agreement in the preceding twelve (12) month period preceding the loss date by Customer to Manufacturer but solely with respect to the supply hereunder of Product (or Products) for which such corresponding liability arose (the "Affected Products") and not any other Products (or if, as of the time the liability arises, this Agreement has not been in effect for twelve (12) months, then the amounts paid or payable by Customer to Manufacturer hereunder during the period from the Effective Date until such time the liability arises, shall be annualized to a full twelve (12) months but solely with respect to the supply hereunder of the Affected Product(s) and not any other Products).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR DAMAGES OR CLAIMS ARISING OUT OF (I) A BREACH OF SECTION 13 OF THIS AGREEMENT, (II) CUSTOMER LIABILITIES PURSUANT TO, AND SUBJECT TO THE LIMITATIONS SET FORTH IN, SECTION 2.5(E), (III) A PARTY'S OR ITS PERSONNEL'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, (IV) A PARTY'S WILLFUL BREACH OF THIS AGREEMENT, OR (V) A PARTY'S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 10.1 OR SECTION 10.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY INDEMNIFIED PARTY HEREUNDER FOR ANY CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL OR INDIRECT DAMAGES, LOSS OF REVENUE OR PROFITS, DIMINUTION IN VALUE, DAMAGES BASED ON MULTIPLE OF REVENUE OR EARNINGS OR OTHER PERFORMANCE METRIC, LOSS OF BUSINESS REPUTATION, PUNITIVE AND EXEMPLARY DAMAGES OR ANY SIMILAR DAMAGES ARISING OR RESULTING FROM OR RELATING TO THIS AGREEMENT, WHETHER SUCH ACTION IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.
Question: Consider the Agency Agreement for Stock Offering between Blue Hills Bancorp, Inc. and Keefe, Bruyette & Woods, Inc.; Is there a cap on liability under this contract?
Answer: It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Are the licenses granted under this contract non-transferable?
Answer: NCM hereby grants to Network Affiliate at no cost a limited, non-exclusive, non-transferable, non-sublicenseable,  royalty-free license in the Territory during the Term only to receive, store, convert or otherwise manage, display and exhibit the Service on the  Equipment at Theatres solely in connection with its performance of and subject to all of the terms and conditions of this Agreement.
Subject to the terms and conditions of this Agreement, NCM hereby grants to Network Affiliate, and  Network Affiliate hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, royalty-free limited license to the object code version of  the Software on Equipment at Theatres solely for the limited purpose of performing this Agreement.
Subject to the terms and conditions of this Agreement and such other standards, trademark usage guidelines and  specifications as are prescribed by NCM during the term of this Agreement (the "NCM Quality Standards"), NCM hereby grants to Network  Affiliate, and Network Affiliate hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in  accordance with Section 14.8 hereof), non-sublicenseable, limited license (i) to use the NCM Marks solely in connection with its receipt and  exhibition of the Service, as approved by NCM in writing in advance, and (ii) to use the NCM Marks in marketing or advertising materials  ("Marketing Materials") that have been approved by NCM pursuant to the terms hereof.
Subject to the terms and conditions of this Agreement, Network Affiliate hereby grants to NCM, and NCM hereby accepts, a  non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 14.8 hereof), non- sublicenseable, limited license (i) to use the Network Affiliate Marks solely in connection with its delivery of the Service, as approved by Network  Affiliate in writing in advance, and (ii) to use the Network Affiliate Marks in Marketing Materials that have been approved by Network Affiliate  pursuant to the terms hereof.
To the extent any Derived Works are  included in the Service, NCM hereby grants to Network Affiliate during the Term a non-exclusive, non-transferable, non-sublicenseable license to  such Derived Works solely for use in connection with the Service as expressly provided by this Agreement.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; Is there a covenant not to sue included in this contract?
Answer: Telnet acknowledges Galaxy's exclusive ownership of the Galaxy name and logo as well as certain other trademarks and trade names which Galaxy uses in connection with the Products and Services (the "Trademarked Material") and agrees that Telnet will not acquire any interest in any of the Trademarked Material by virtue of this Agreement or anything done pursuant to it;
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Is there a non-compete clause in this contract?
Answer: Neither party shall permit advertising on the Co-Branded Site from an entity which is a competitor to the other party.
During the Term of this Agreement and for a period of six (6) months thereafter, MediaLinx shall not use or publicly disclose the data collected from users of the Co-Branded Site if such use is for the purpose of providing health information, advertisements, or products that compete with those that reside on the Co-Branded Site.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Does the licensor's affiliates have any licensing rights under this contract?
Answer: "Customer Property" means all Intellectual Property, together with all materials, data, writings and other property in any form whatsoever, which is (a) owned or controlled by Customer or its Affiliates as of and following the Effective Date and (b) provided to Manufacturer by or on behalf of Customer or its Personnel under this Agreement.
Customer hereby grants to Manufacturer a non-exclusive license during the Term to use any Customer Property and Customer-Owned Improvements and Developments solely in connection with Manufacturer performing its obligations under this Agreement or the Facility Addendum in accordance with the terms hereof or thereof, as applicable
Question: Consider the Amendment No. 2 to Manufacturing and Supply Agreement between Columbia Laboratories (Bermuda) Ltd. and Fleet Laboratories Limited; Is there a minimum commitment required under this contract?
Answer: The amounts set forth for the [***] in each Production Schedule shall constitute a firm purchase order and shall be binding upon Columbia (each a "Purchase Order") unless otherwise agreed in writing by both parties.
Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below:

[***] [***] [***] [***] [***] [***]

N u m b e r  o f batches
Question: Consider the Agency Agreement for Stock Offering between Blue Hills Bancorp, Inc. and Keefe, Bruyette & Woods, Inc.; Is there a minimum commitment required under this contract?
Answer: In the event the Holding Company is unable to sell a minimum of 17,850,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (e) below.
In the event the Holding Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in accordance with the provisions of the Plan or as required by the Massachusetts Regulations and applicable law, this Agreement shall terminate upon refund by the Holding Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except as set forth in Sections 2(a), 2(e), 7, 9 and 10 hereof.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; Is there a cap on liability under this contract?
Answer: Telnet's sole and exclusive remedies concerning Galaxy's performance or non-performance in any matter related to this Agreement or the provisioning of the Services or Products are limited to those expressly stated in this Agreement.
Galaxy shall have no liability to Telnet, whether in contract, tort (including negligence), strict liability or otherwise, for any special, indirect or consequential damages or for lost profits, in any matter related to this Agreement, including but not limited to any delay or failure by Galaxy to furnish, deliver or provide Products or Services; Galaxy's liability in any matter related to Product shall be limited to the purchase price paid by Telnet for the Product with respect to which such liability relates; Galaxy's liability in any matter related to Services shall be limited to the fee paid by Telnet for the Service with respect to which the liability relates in the month or months in which the event giving rise to the liability occurred.
Neither Party shall be liable to the other for any damages or compensation in connection with termination of this Agreement including, without limitation, for loss of profits, loss of investment or expenditures made in reliance on this Agreement or loss of goodwill.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What licenses are granted under this contract?
Answer: NCM hereby grants to Network Affiliate at no cost a limited, non-exclusive, non-transferable, non-sublicenseable,  royalty-free license in the Territory during the Term only to receive, store, convert or otherwise manage, display and exhibit the Service on the  Equipment at Theatres solely in connection with its performance of and subject to all of the terms and conditions of this Agreement.
Subject to the terms and conditions of this Agreement, NCM hereby grants to Network Affiliate, and  Network Affiliate hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, royalty-free limited license to the object code version of  the Software on Equipment at Theatres solely for the limited purpose of performing this Agreement.
Subject to the terms and conditions of this Agreement and such other standards, trademark usage guidelines and  specifications as are prescribed by NCM during the term of this Agreement (the "NCM Quality Standards"), NCM hereby grants to Network  Affiliate, and Network Affiliate hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in  accordance with Section 14.8 hereof), non-sublicenseable, limited license (i) to use the NCM Marks solely in connection with its receipt and  exhibition of the Service, as approved by NCM in writing in advance, and (ii) to use the NCM Marks in marketing or advertising materials  ("Marketing Materials") that have been approved by NCM pursuant to the terms hereof.
Subject to the terms and conditions of this Agreement, Network Affiliate hereby grants to NCM, and NCM hereby accepts, a  non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 14.8 hereof), non- sublicenseable, limited license (i) to use the Network Affiliate Marks solely in connection with its delivery of the Service, as approved by Network  Affiliate in writing in advance, and (ii) to use the Network Affiliate Marks in Marketing Materials that have been approved by Network Affiliate  pursuant to the terms hereof.
To the extent any Derived Works are  included in the Service, NCM hereby grants to Network Affiliate during the Term a non-exclusive, non-transferable, non-sublicenseable license to  such Derived Works solely for use in connection with the Service as expressly provided by this Agreement.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: If, at any time during the Term of this Agreement, HCI fails to meet the content requirements set out in paragraphs 3(f), (g) and (h), HCI shall no longer be entitled to be the exclusive health content partner in the health section of the Sympatico web site.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Does this contract provide for joint intellectual property ownership?
Answer: Any and all data, information, and material created, conceived, reduced to practice, or developed by or on  behalf of either Party, whether alone, in connection with the other Party or any third party, including, without limitation, written works, processes,  methods, inventions, discoveries, software, works of visual art, audio works, look-and-feel attributes, and multimedia works, based on, using, or  derived from, in whole or in part, any NCM Property, whether or not done on NCM's facilities, with NCM's equipment, or by NCM personnel, and  any and all right, title, and interest therein and thereto (including, but not limited to, the right to sue for past infringement) (collectively, "Derived  Works"), shall be owned solely and exclusively by NCM, and Network Affiliate agrees to and hereby does assign, transfer, and convey to NCM  (and will ensure than any third party acting with or on behalf of Network Affiliate assigns, transfers, and conveys to NCM any and all right, title, or  interest in or to any Derived Work which it may at any time acquire by operation of law or otherwise.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What licenses are granted under this contract?
Answer: Customer hereby grants to Manufacturer a non-exclusive license during the Term to use any Customer Property and Customer-Owned Improvements and Developments solely in connection with Manufacturer performing its obligations under this Agreement or the Facility Addendum in accordance with the terms hereof or thereof, as applicable.
Question: Consider the Agency Agreement for Stock Offering between Blue Hills Bancorp, Inc. and Keefe, Bruyette & Woods, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: A Success Fee of 0.85% shall be paid based on the aggregate purchase price of the Shares sold in the Subscription Offering and the Community Offering excluding shares purchased by the Blue Hills Parties' officers, directors, trustees or employees (or members of their immediate family) plus any ESOP, tax-qualified or stock based compensation plans or similar plan created by the Blue Hills Parties for some or all of their directors or employees or by the foundation (or any shares contributed to the foundation).
The Holding Company may engage Agent to offer the Shares to certain members of the general public in the Underwritten Offering with Agent acting as sole book-running manager. In the event that Agent sells Shares in the Underwritten Offering, the underwriting discount will equal 5.25% of the aggregate Purchase Price of the Shares sold in the Underwritten Offering to Agent and to any other broker-dealer participating as an underwriter in the Underwritten Offering.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; Are there any services to be provided after the termination of this contract?
Answer: Upon termination of this Agreement, Galaxy may, at its sole discretion accept inventory returns of Products.
Question: Consider the Amendment No. 2 to Manufacturing and Supply Agreement between Columbia Laboratories (Bermuda) Ltd. and Fleet Laboratories Limited; Is there an anti-assignment clause in this contract?
Answer: Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder. Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the Parties agree to abide by the jurisdiction of the Courts of Ontario.