orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Intellectual Property Agreement for COVID-19 Treatment Development between Marv Enterprises, LLC, Premier Biomedical, Inc., and Technology Health, Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: The grant of each license hereunder includes the right to grant sublicenses to Related Companies for so long as it remains a Related Companies
Any such sublicense may be made effective retroactively, but not prior to the effective date hereof, nor prior to the sublicensee's becoming a Related Company.
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; What is the governing law for this contract?
Answer: This Agreement shall be governed and construed in accordance with the internal laws of the State of Texas, without giving effect to  principles of conflict of laws.
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNT OF THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT.
EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Endorsement Agreement between Healthcare Distribution Specialists LLC and Paul Silas for Clotamin; Does this contract include any volume restrictions?
Answer: In the event the Production Session exceeds eight (8) hours in duration HDS and  Celebrity will negotiate in good faith additional compensation to Celebrity for time in excess of eight (8)  hours.
Question: Consider the Distribution and Services Agreement between Integrity Short Term Government Fund and Integrity Funds Distributor, LLC; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration of the services rendered pursuant to this Agreement, Integrity shall receive the excess, if any, of the sales price, as set forth in the Fund's Registration Statement, over the net asset value of Shares sold by Integrity, as underwriter.
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; Is there a clause preventing the solicitation of employees in this contract?
Answer: Without the prior written consent of the other Party, a Party shall not at any time while this Agreement is in force and for a one-year period after termination of this Agreement either for itself or on behalf of any other company solicit, induce or cause any employee of the other Party or any Affiliated Company of this other Party who has been a representative of or employed by the other Party in connection with this Agreement to leave such employment.
Question: Consider the Content License Agreement between PSiTech Corporation and Empirical Ventures, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In addition to the License Fee payable in accordance with Section 5.1, Licensee shall pay a royalty ("Royalty") to Licensor according to the following schedule ("Royalty Schedule"):   Subscribers Royalty Payable as Percentage of Gross Revenue 0 - 5000 6.25% 5001 - 7500 6.75% 7501 - 10,000 7.00% 10,001 - 15,000 8.00% 15,001 - 20,000 8.50% 20,001 - 25,000 9.25% 25,001+ 9.75%
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Can this contract be terminated for convenience, and under what conditions?
Answer: Notwithstanding anything to the contrary in this Supply Agreement, this Supply Agreement may be terminated:

10.2.1 in its entirety or with respect to one or more Products, on a Product-by-Product basis, by mutual written consent of Sutro and SutroVax;





10.2.2 in its entirety by a Party if the other Party materially breaches any of the material terms, conditions or agreements contained in this Supply Agreement to be kept, observed or performed by the other Party, by giving the Party who committed the breach [***] days' prior written notice, unless the notified Party shall have cured the breach within such [***]-day period; and

10.2.3 in its entirety or with respect to one or more Products, on a Product-by-Product basis, by SutroVax upon [***] days' prior written notice to Sutro for any reason.
Question: Consider the Intellectual Property Agreement between Morgan Stanley & Co. Incorporated and MSCI Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.
MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.
Question: Consider the Agency Agreement between Mutual Insurance Corporation of America and Stratton, Cheeseman & Walsh-Nevada, Inc. for Health Care Liability Insurance; What is the renewal term for this contract?
Answer: This Agreement shall terminate, subject to any automatic                   renewal or extension for one year as required by law, upon                   either party giving at least one hundred twenty (120) days                   advance written notice to the other, if not otherwise contrary                   to applicable law or this Agreement.
Question: Consider the Intellectual Property Agreement for COVID-19 Treatment Development between Marv Enterprises, LLC, Premier Biomedical, Inc., and Technology Health, Inc.; What licenses are granted under this contract?
Answer: THI is granted the following rights to the Applications in Appendix A and the Licensed Products derived therefrom:
The licenses granted herein are exclusive worldwide licenses to:   1.         make, have made, use, lease, sell and import Licensed Products for the legal purposes of researching, developing, manufacturing, assembling, distributing, and selling the Licensed Products;   2.         make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the research, development, manufacture, testing or repair of Licensed Products which are or have been made, used, leased, owned, sold or imported by the Licensee; and   3.         convey to any customer of the Licensee, with respect to any Licensed Product which is sold or leased to such customer, rights to use and resell such Licensed Product as sold or leased by Licensee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any Invention which is directed to (i) a combination of such Licensed Product (as sold or leased) with any other product, (ii) a method or process which is other than the inherent use of such Licensed Product itself (as sold or leased), or (iii) a method or process involving the use of a Licensed Product to manufacture (including associated testing) any other product.
Licenses granted herein are solely for products in the form sold by the Licensee and are not to be construed either (i) as consent by the Marv to any act which may be performed by the Licensee, except to the extent impacted by a patent licensed herein to the Licensee, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law or a foreign equivalent thereof.
The grant of each license hereunder includes the right to grant sublicenses to Related Companies for so long as it remains a Related Companies. Any such sublicense may be made effective retroactively, but not prior to the effective date hereof, nor prior to the sublicensee's becoming a Related Company.
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; What is the expiration date of this contract?
Answer: Subject to the provisions of Section 14 hereof, the term of this Agreement and the sponsorship described herein shall commence on  January 1, 2010 and extend through December 31, 2010.
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNT OF THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT.
EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Endorsement Agreement between Healthcare Distribution Specialists LLC and Paul Silas for Clotamin; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any of the rights or obligations contained herein may be assigned or  transferred by either party without the prior written consent of the other party.
Question: Consider the Distribution and Services Agreement between Integrity Short Term Government Fund and Integrity Funds Distributor, LLC; Is there an anti-assignment clause in this contract?
Answer: This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Are there any exceptions to competitive restrictions in this contract?
Answer: SutroVax agrees to purchase all its requirements of Extract from Sutro in accordance with this Agreement, except to the extent SutroVax is allowed to purchase Extract from (a) Alternate Suppliers engaged by Sutro in accordance with Section 2.15 of this Agreement; (b) a CMO engaged or established and authorized by Sutro under Section 3.l(d) of the License Agreement; or (c) a CMO authorized by Sutro under Section 3.l(e) of the License Agreement. Manufacturing of Extracts in breach of this Section 2.20 shall be deemed a material breach of this Agreement and the License Agreement by SutroVax.
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in all respects exclusively in accordance with the laws of the Netherlands.
Question: Consider the Content License Agreement between PSiTech Corporation and Empirical Ventures, Inc.; Is there an anti-assignment clause in this contract?
Answer: Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor's prior written consent.
Any purported assignment, delegation or transfer in violation of this Section 11.7 is void from the outset and shall be of no force or effect.
Question: Consider the Agency Agreement between Mutual Insurance Corporation of America and Stratton, Cheeseman & Walsh-Nevada, Inc. for Health Care Liability Insurance; What is the expiration date of this contract?
Answer: This agreement shall terminate:

                  a.       Automatically if any public authority cancels or                            declines to renew the Agency's license or Certificate                            of Authority.

                  b.       Immediately if either party gives detailed written                            notice to the other of alleged gross and willful                            misconduct, fraud or material misrepresentation.
Question: Consider the Intellectual Property Agreement for COVID-19 Treatment Development between Marv Enterprises, LLC, Premier Biomedical, Inc., and Technology Health, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: Royalty payments are payable from THI to Marv Enterprises, LLC and will be in the amount of 5% of the Fair Market Value of:   a. Licensed Product that is sold, leased or put into use by the THI or any Related Companies in the preceding calendar quarter; and   b. any service performed by THI or any Related Companies that directly or indirectly uses Licensed Product.
In addition to the 5% amount calculated pursuant to the preceding paragraph, there shall be an identical 5% amount to be paid from THI, per Premier's consideration, to certain shareholders of Premier, as identified by Premier, as of a record date to be determined in the future, on an annual basis, commencing on the one-year anniversary of this Agreement until a total amount of $40,000,000 has been paid to Premier.
Question: Consider the Intellectual Property Agreement between Morgan Stanley & Co. Incorporated and MSCI Inc.; What licenses are granted under this contract?
Answer: MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.
MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.
Question: Consider the Sponsorship and Development Agreement between Teknik Digital Arts Inc. and Rick Smith Enterprises; Is there a cap on liability under this contract?
Answer: In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; What are the audit rights under this contract?
Answer: HSWI shall also provide reasonable assistance to World Book or its designated agent to conduct audits to confirm the payments hereunder. Any such audit will be conducted upon [*] ([*]) days notice and during regular business hours, and shall be at [*] expense, unless such audit reveals a discrepancy of more than [*] percent ([*]%) in the total applicable amount reported by HSWI, in which case [*] shall pay for, or reimburse [*] the cost of, such audit. Any such audit shall be conducted by an independent certified public accounting firm which is not engaged in performing other work for World Book or its affiliates; which agrees to enter into a confidentiality agreement with HSWI; and which is not compensated in any manner of contingency arrangements on the basis of its findings. HSWI further agrees that until the expiration of [*] ([*]) year after the termination of this Agreement, HSWI will make available upon written request to World Book or any of its duly authorized representatives, this Agreement and books, documents, and records of HSWI that are necessary to verify the nature and extent of the revenue derived by HSWI from advertising related to the Content hereunder. No more than [*] audit may be conducted in any [*] month period, unless the then-most-recent audit reveals a discrepancy of more than [*] percent ([*]%) in the total applicable amount reported by HSWI.
Question: Consider the Endorsement Agreement between Healthcare Distribution Specialists LLC and Paul Silas for Clotamin; Does this contract include an exclusivity agreement?
Answer: Celebrity represents and warrants that during the Term and in the Territory, Celebrity will not endorse or  make any appearances or advertisements on behalf of any other multivitamin.
Question: Consider the Distribution and Services Agreement between Integrity Short Term Government Fund and Integrity Funds Distributor, LLC; What is the governing law for this contract?
Answer: This Agreement shall be construed in accordance with the laws of the State of Kansas.
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; What is the governing law for this contract?
Answer: This Supply Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to any conflict of laws rules to the contrary.
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; What is the renewal term for this contract?
Answer: If no termination notice is provided, the Agreement will be automatically extended for consecutive *** periods until such time as *** termination notice is provided. At the end of *** Parties will negotiate in good faith regarding a possible extension of the Initial Term.
Parties can mutually agree in writing to deviate from an automatic extension of *** by extending this Agreement for a longer period than ***.
Question: Consider the Content License Agreement between PSiTech Corporation and Empirical Ventures, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Licensor's prior written consent is required.
Question: Consider the Agency Agreement for Stock Offering between Alliance Bancorp, Inc. of Pennsylvania and Sandler O'Neill & Partners, L.P.; What are the insurance requirements under this contract?
Answer: The Company, the MHCs, the Bank and each Subsidiary carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value for their respective properties as is customary for companies engaged in similar industries.
Question: Consider the Intellectual Property Agreement between Morgan Stanley & Co. Incorporated and MSCI Inc.; What is the governing law for this contract?
Answer: This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.
Question: Consider the Sponsorship and Development Agreement between Teknik Digital Arts Inc. and Rick Smith Enterprises; What are the audit rights under this contract?
Answer: Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder.
All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.
Question: Consider the Intellectual Property Agreement for COVID-19 Treatment Development between Marv Enterprises, LLC, Premier Biomedical, Inc., and Technology Health, Inc.; Does this contract include an exclusivity agreement?
Answer: The licenses granted herein are exclusive worldwide licenses to:   1.         make, have made, use, lease, sell and import Licensed Products for the legal purposes of researching, developing, manufacturing, assembling, distributing, and selling the Licensed Products;   2.         make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the research, development, manufacture, testing or repair of Licensed Products which are or have been made, used, leased, owned, sold or imported by the Licensee; and   3.         convey to any customer of the Licensee, with respect to any Licensed Product which is sold or leased to such customer, rights to use and resell such Licensed Product as sold or leased by Licensee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any Invention which is directed to (i) a combination of such Licensed Product (as sold or leased) with any other product, (ii) a method or process which is other than the inherent use of such Licensed Product itself (as sold or leased), or (iii) a method or process involving the use of a Licensed Product to manufacture (including associated testing) any other product.
If THI does not make the obligatory payments as stated in 2(b) by the dates stated, the Exclusive License will revert back to Premier.
If THI does not make the obligatory payments as stated in 3(a) by the dates stated, the Exclusive License will revert back to Premier, provided, however, that in such event, THI would still be entitled to a proportionate interest in any Covid-19 Licensed Products, such portion being equal to a fraction, the numerator of which shall be the actual amount paid and the denominator of which shall be $2,000,000.
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Subject to the terms and conditions set forth herein, World Book hereby grants to HSWI, a perpetual, irrevocable limited license to use, copy, store, archive, distribute, transmit, modify (subject to Section 2.1(iv)), and Display the Content, Images and Affinities in whole or
The term of the license for the Content delivered to HSWI as part of the Affinities, and the Affinities themselves, shall be perpetual, Exclusive, and irrevocable.
The term of the license for the Images delivered to HSWI as part of the Affinity, shall be perpetual and irrevocable.
Question: Consider the Endorsement Agreement between Healthcare Distribution Specialists LLC and Paul Silas for Clotamin; What is the governing law for this contract?
Answer: Regardless of the place of execution hereof, 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 and decisions of the State of Georgia.