orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; What is the duration of any warranties provided in this contract?
Answer: COMPANY'S SOLE AND EXCLUSIVE LIABILITY FOR THE WARRANTY PROVIDED IN SUBPARAGRAH (A) HEREOF SHALL BE TO CORRECT THE TECHNOLOGY TO OPERATE IN SUBSTANTIAL ACCORDANCE WITH ITS THEN CURRENT SPECIFICATIONS OR REPLACE, AT ITS OPTION, THE TECHNOLOGY NOT IN COMPLIANCE WITH COMPANY'S AND COMPANY' PUBLISHED SPECIFICATIONS REGARDING THE TECHNOLOGY; PROVIDED, ANY CLAIM FOR BREACH OF WARRANTY UNDER SUBPARAGRAPH (A) HEREOF MUST BE MADE IN WRITING WITHIN (90) DAYS FROM DATE OF SHIPMENT.
Question: Consider the Service Agreement between PC Financial Services Private Limited and Mobimagic Co., Ltd. for System Maintenance and Data Processing Services; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by a Party without the other Party's express prior written consent.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the renewal term for this contract?
Answer: The Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term") unless either party provides the other party written notification of its intent to terminate the Agreement no later than sixty (60) days prior to the end of the then applicable term.
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; Is there a non-compete clause in this contract?
Answer: Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; Does this contract include an exclusivity agreement?
Answer: Notwithstanding the foregoing, Wade agrees that for a period of ninety (90) days prior to the expiration of the Term (unless the Agreement is terminated by Wade as permitted hereunder), Naked shall have the exclusive right to negotiate for continued endorsement by Athlete of the Naked Products.
During the Term and subject to the limitations set forth in this Agreement, Naked shall have an exclusive right and license in the Territory to use Athlete's name, nickname, initials, autograph, image, likeness, photographs, biographical details, facsimile signature, voice, videos, electronic media depictions, any words, symbols or other depictions, as well as any other identifying attributes that would identify Athlete to the public, including any trade mark(s), copyrights which Wade has, as set forth on Schedule A attached hereto, and all multimedia assets that Wade owns or has right to use (collectively, the "Wade Image") solely for the advertising, endorsement, promotion, or sale of the Naked Products (including the Wade Products) in the Territory as follows:
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Does this contract include an exclusivity agreement?
Answer: IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; What are the audit rights under this contract?
Answer: The Licensors shall have the right, upon reasonable notice, to inspect COMPANY'S books and records and all other documents and material in COMPANY'S possession or control with respect to the Content each has or might license to CONTENT PROVIDER which becomes the subject matter of this Agreement (and only with respect to Content each has or might license to CONTENT PROVIDER which become the subject matter hereof).
All books and records relative to COMPANY'S obligations to a particular Licensor hereunder shall be maintained and made accessible to that Licensor for inspection at a location in Los Angeles, California for at least twelve (12) months after termination of this Agreement.
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; Does this contract include any volume restrictions?
Answer: In accordance with the Primary Agreement, the Talent agrees that during the Term, he will make public appearances at the request of the Company, to include appearing at Company events and/or participating in photo shoots as requested by Company, not to exceed more than four such appearances or photo shoots per calendar year.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What is the renewal term for this contract?
Answer: Following the Term, this Supply Agreement shall automatically renew for successive periods of one (1) year (each a "Renewal Term"), unless a Party delivers written notice of non-renewal to the other Party [***] prior to the end of the applicable term.
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; Is there a cap on liability under this contract?
Answer: Company is not liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable or if MA or Customer has advised of such a claim. Company's liability shall not exceed the fees that MA has paid under this Agreement.
The foregoing states the entire liability of Company with respect to infringement of intellectual property rights.
COMPANY'S SOLE AND EXCLUSIVE LIABILITY FOR THE WARRANTY PROVIDED IN SUBPARAGRAH (A) HEREOF SHALL BE TO CORRECT THE TECHNOLOGY TO OPERATE IN SUBSTANTIAL ACCORDANCE WITH ITS THEN CURRENT SPECIFICATIONS OR REPLACE, AT ITS OPTION, THE TECHNOLOGY NOT IN COMPLIANCE WITH COMPANY'S AND COMPANY' PUBLISHED SPECIFICATIONS REGARDING THE TECHNOLOGY; PROVIDED, ANY CLAIM FOR BREACH OF WARRANTY UNDER SUBPARAGRAPH (A) HEREOF MUST BE MADE IN WRITING WITHIN (90) DAYS FROM DATE OF SHIPMENT
IN NO EVENT SHALL COMPANY BE LIABLE TO "MA", ITS CLIENTS, OR ANY THIRD PARTY FOR ANY TORT OR CONTRACT DAMAGES OR INDIRECT, SPECIAL, GENERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS AND LOSS OF GOODWILL, ARISING IN CONNECTION WITH THE USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE TECHNOLOGY FOR ANY PURPOSE WHATSOEVER.
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Is there a non-compete clause in this contract?
Answer: MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:



(a)   during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect   15





  of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How
Question: Consider the Service Agreement between PC Financial Services Private Limited and Mobimagic Co., Ltd. for System Maintenance and Data Processing Services; What is the governing law for this contract?
Answer: This Agreement (and any question about its subsistence, effect or termination) is to be interpreted in accordance with the laws of India, save for that body of law which governs the conflict of laws.
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) full calendar months ("Initial Term").
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; Are there any services to be provided after the termination of this contract?
Answer: COMPANY'S obligation for the payment of the Net Advertising Revenue shall survive expiration or termination of this Agreement and will continue for as long as COMPANY continues to use the Content.
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for the licenses granted hereunder, Company agrees to pay to CSA as follows:   a. A  [***]in the amount of [***]of Company's revenues from sales of the Property Training  Course and all Products after deductions for VAT, returns, refunds
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; Is there a non-compete clause in this contract?
Answer: Wade represents and warrants that during the Term and in  the Territory, neither Wade nor any of his agents, representatives or employees will solicit, initiate, or encourage any proposal for an endorsement by Wade of any Innerwear to commence during the Term, or participate in any discussions or negotiations for the same.
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; What are the audit rights under this contract?
Answer: MA shall keep accurate records of the sales of the Technology and Maintenance, including Client Registration Cards and shall make these records available for review by a representative of Company within ten (10) business days following the end of each month.
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What is the expiration date of this contract?
Answer: This Supply Agreement shall commence on the Effective Date, and shall continue for a period of [***] unless terminated earlier in accordance with the terms of this Supply Agreement.
Question: Consider the Intellectual Property Agreement between Equifax Inc. and Certegy Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither of the parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other party.
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; What is the governing law for this contract?
Answer: his Agreement shall be governed by and construed in accordance with the laws of India and the Delhi Courts shall have exclusive jurisdiction over any legal proceedings in respect of this Agreement.
Question: Consider the Service Agreement between Rise (Tianjin) Education Information Consulting Co., Ltd. and Service Recipient; Does this contract include any revenue or profit-sharing arrangements?
Answer: The amount of the Service Fee shall be [determined on the basis of the actual costs incurred by Service Provider in connection with its provision of the services, plus a mark-up at a percentage as agreed upon between both Parties, to be allocated to Service Recipient and other service recipients in proportion to their respective revenues] / [computed at a percentage (as agreed upon between both Parties) of Service Recipient's revenues] and confirmed by a letter of confirmation substantially in the form attached hereto.
Pursuant to Section 4 and Schedule 1 of the Agreement, Service Provider and Service Recipient agree that the amount of the Service Fee for the [•] quarter of 20[•] shall be [RMB [•] ([•][in letters]) in total]/[set at [•]% of the revenues booked by Service Recipient during the quarter, amounting to RMB [•] ([•][in letters])].
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; What is the expiration date of this contract?
Answer: Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B ("Term of Cooperation").
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; Does the licensee's affiliates have any licensing rights under this contract?
Answer: CONTENT PROVIDER further grants to COMPANY (i) the right to sublicense the Content to COMPANY'S wholly-owned subsidiaries or to joint ventures in which COMPANY participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement; and, (ii) the right, in COMPANY'S discretion, to use and exploit the Content at one or more other web sites in addition to or in lieu of the web sites referred to in the recital above (the web sites referred to above and any other web sites in addition to or in lieu thereof where COMPANY, its subsidiaries or joint ventures in which it might participate might use or exploit the Content are hereinafter collectively referred to as the "Web site").
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; Is there an anti-assignment clause in this contract?
Answer: The Parties may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of the other Party.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Are there any third-party beneficiaries designated in this contract?
Answer: Ehave shall be a third party beneficiary hereunder, but shall not have any obligations to the End User thereunder.
Question: Consider the Endorsement Agreement between Naked Brand Group, Inc. and Wade Enterprises, LLC for Innerwear Products; What is the governing law for this contract?
Answer: This Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws of the State of New York.
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; What are the insurance requirements under this contract?
Answer: Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies). In addition, each of the Parties shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Product Liability Insurance from carriers having an A.M. Best rating of A with a combined single limit of not less than $[***] per occurrence and in the aggregate annually.
Each party agrees to provide the other party with a Certificate of Insurance evidencing such coverage, naming the other party as an additional insured. Each party agrees to give the other party written notice, promptly, of any material change in or cancellation of coverages or limits. In addition, if and for so long as Supplier utilizes any subcontractor(s) or agents to provide services hereunder, Supplier will use its commercially reasonable efforts to cause each such subcontractor to hold, at least, the minimum insurance coverages listed above.
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Company hereby grants to MA the right to advertise, market and sell to corporate users, government agencies and educational facilities ("Clients") for their own internal language learning, soft skills and communication purposes only, and not for remarketing or redistribution, and not for use in a data center environment for multiple users Clients, unless otherwise agreed to by Company prior in writing, the Technology listed in Schedule A of this Agreement, and to sell and/or bundle Technology Maintenance for the Technology and to provide first line technical support and implementation services for the Technology in the territories listed in Schedule A of this Agreement, providing MA meets the criteria required for delivering services according to Schedule A.
Company hereby grants MA, during the term of this Agreement, the right to use Company and/or Company trade names, trademarks or service marks on Technology or in advertising or promotion relating directly to these products.
MA is authorized to resell Technology within the following territory according to the terms of the Agreement:

Worldwide
Question: Consider the Intellectual Property Agreement between Equifax Inc. and Certegy Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event that Certegy, or another member of the Certegy Group, shall enter into a Divested Business transaction with respect to the Certegy Group, and the scope of permitted use or other terms applicable to the Licensed Equifax Materials (excluding the Utility Software Programs) under the license or sublicenses granted in this Section 4.1 are required to be modified to effect such transaction, Equifax will, or will cause the sublicensor under the applicable sublicense to, agree to such modifications to the extent (i) required for the transaction to be effected and (ii) not materially detrimental to the interests of the Equifax Group.
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; What is the expiration date of this contract?
Answer: This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; Is there an anti-assignment clause in this contract?
Answer: Except otherwise expressly agreed between the parties or agreed by Party A beforehand, Party B shall not transfer any cooperation business to a third party in any form whatsoever. Any transfer in violation hereof shall be deemed as a breach by Party B, for which Party B shall take relevant breaching liability and Party A may terminate this Agreement, suspend fee settlement and require Party B to undertake any direct or indirect loss thus caused.
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; Is there a cap on liability under this contract?
Answer: EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Neither party shall be liable to the other party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure.
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; What are the insurance requirements under this contract?
Answer: Both Parties shall, at all times during the currency of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, maintain the following policies of insurance in effect: (i) a comprehensive general liability insurance policy, with minimum coverage of $1,000,000 per occurrence and in the annual aggregate for product liability and completed operations, covering bodily and personal injury, including death, and property damage, including loss of use; and (ii) an information and network technology blended liability insurance policy with an insured limit of at least $1,000,000 in the aggregate.
Upon the execution of this Agreement or at any time at a Party's request during the term of this Agreement, the other Party shall provide the requesting Party with evidence of the aforementioned insurance coverage in the form of a certificate of insurance acceptable to the requesting Party. In the event of any material change or cancellation of the required insurance policies, the applicable Party will provide the other Party with thirty (30) calendar days' prior written notice and will promptly replace such insurance policy in accordance with this Section 15, without lapse in coverage.
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; Is there a non-compete clause in this contract?
Answer: Talent represents and warrants that he has not granted nor will he grant to any other party any right, permission, or license to use the Property in connection with the advertisement,  sale, or promotion of the Product or in connection with products that are identical or substantially similar to the Product.