orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; How is intellectual property ownership assigned in this contract?
Answer: Manufacturer acknowledges and agrees that, as between the Parties, any Improvements or Developments that are specific to and otherwise solely relate to, the manufacturing, processing or packaging of Products (such Improvements and Developments, collectively, "Customer-Owned Improvements and Developments") shall be the exclusive property of Customer, and Customer shall own all rights, title and interest in and to such Customer-Owned Improvements and Developments. Manufacturer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Customer-Owned Improvements and Developments to Customer free and clear of any encumbrances, and Manufacturer agrees to execute, and shall cause its subcontractors and Personnel to execute, all documents necessary to do so.
Customer acknowledges and agrees that, as between the Parties, all Improvements and Developments made by or on behalf of Manufacturer in the conduct of activities under this Agreement or a Facility Addendum other than Customer-Owned Improvements and Developments (such Improvements and Developments, collectively, "Manufacturer-Owned Improvements and Developments") shall be the exclusive property of Manufacturer, and Manufacturer shall own all rights, title and interest in and to such Manufacturer- Owned Improvements and Developments. Customer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Manufacturer-Owned Improvements and Developments to Manufacturer free and clear of any encumbrances, and Customer agrees to execute, and shall cause its Personnel and subcontractors to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in any country.
Question: Consider the Amendment No. 2 to Manufacturing and Supply Agreement between Columbia Laboratories (Bermuda) Ltd. and Fleet Laboratories Limited; What is the governing law for this contract?
Answer: This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
Question: Consider the Agency Agreement for Stock Offering between Blue Hills Bancorp, Inc. and Keefe, Bruyette & Woods, Inc.; Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions herein set forth, the Blue Hills Parties hereby appoint the Agent as their exclusive financial advisor and conversion agent (i) to utilize its best efforts to solicit subscriptions for Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation or to act as sole book-running manager in the Underwritten Offering (if necessary).
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; Does this contract include an unlimited or all-you-can-eat license?
Answer: Table 1

  Business Partner Pricing

VoIP Services One-Time Fee Monthly Service Fee

VoIP Connectivity (per port charge)

Includes: Unlimited VoIP calls, VoIP Caller ID, Call waiting, Basic voicemail

$9.95 $5.95

VoIP Connectivity - Commpanion Galaxy Telecom Brand

With i-box subscription

Includes: Unlimited VoIP calls, VoIP Caller ID, Call waiting, Basic voicemail, 3-way Calling, Call forwarding, Do not disturb, Call hold, Auto answer, Call ignore, Call "go to voicemail", Redial, Mute

$19.95 $1.95

VoIP Connectivity - i-box Commpanion Galaxy Telecom Brand

Stand alone subscription

Includes: Unlimited VoIP calls, VoIP Caller ID, Call waiting, Basic voicemail, 3-way Calling, Call forwarding, Do not disturb, Call hold, Auto answer, Call ignore, Call "go to voicemail", Redial, Mute

$19.95 $5.95

VoIP
Note 4 Unlimited calling FROM Virtual Calling Zone only. Long distance charges apply when calling to VCZ.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; How is intellectual property ownership assigned in this contract?
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 Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement shall be for a period of two (2) years (the "Term").
Question: Consider the Agency Agreement for Stock Offering between Blue Hills Bancorp, Inc. and Keefe, Bruyette & Woods, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Does this contract include any volume restrictions?
Answer: Nothing in this Agreement shall require Manufacturer to provide more than 75 hours per calendar year per Product in connection with any Technical Support.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement without the prior written consent of the other.
Question: Consider the Amendment No. 2 to Manufacturing and Supply Agreement between Columbia Laboratories (Bermuda) Ltd. and Fleet Laboratories Limited; What is the expiration date of this contract?
Answer: Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the "Initial Term") unless the Parties mutually agree in writing any extension to the Initial Term.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Does this contract include any volume restrictions?
Answer: Such advertising for the  Strategic Program may be placed in the Branded Slots, in Network Affiliate's slides exhibited in the Digital Carousel and in that portion of the Video  Display Program to which Network Affiliate has access for advertising (but for no more than one minute of time for every 30 minutes of Video  Display Program advertising). Strategic Programs may not be made on an exclusive basis. No more than one Strategic Program may be run in any  Theatre at any time.
The policy trailer will be (i) up to 60 seconds, (ii) exhibited in the Theatres after Showtime, (iii) be customized to  include the name of the Network Affiliates Theatre business and (iii) used to feature content relating to Theatre policy and operations, and may  include (w) a policy service announcement that promotes appropriate theatre behavior, (x) promotions of Network Affiliate Concessions, (y) upon  prior written approval of Network Affiliate, other promotional materials of third-party products for which NCM sells advertising and is paid a fee  (the "Policy Trailer").
The Digital Content Service will feature (i) up to two (2) minutes for Theatre Advertising (the "Branded Slots")  in each Play List. Each Branded Slot may only exhibit Theatre Advertising. NCM is required to include no less than forty-five (45) seconds of  Branded Slots within the final fifteen (15) minutes of the Play List, fifteen (15) seconds of which shall be included within the final eleven (11)  minutes of the Play List; provided, that NCM may begin these Branded Slots up to one minute earlier when NCM expands the amount of  advertising units that follow these Branded Slots through the sale of additional advertising to third parties.
Notwithstanding anything herein to the contrary, Network Affiliate shall not be  prohibited from: (i) promoting the grand opening of a Theatre or an Excluded Theatre, provided such promotional activity (x) may occur only for  the thirty (30) day period immediately preceding the opening of the theatre to the general public through the thirty (30) day period immediately  following the opening of the theatre to the general public, and (y) includes local advertising of such opening in exchange for the advertising of  local businesses only, provided any on-screen advertising related thereto shall be subject to availability of on-screen Inventory and limited to one  (1) advertisement thirty (30) seconds in length; and (ii) allowing advertising for the supplier of Network Affiliate employee uniforms to appear on  such uniforms, provided that not more than two individual instances of such advertising ,may appear on any such uniform at any one time.
Question: Consider the Co-Branding Agreement between Snap Technologies, Inc. and United Airlines, Inc. for Student Travel Services; Is there a cap on liability under this contract?
Answer: NEITHER PARTY WILL HAVE ANY LIABILITY FOR, AND EACH PARTY HEREBY WAIVES AND DISCLAIMS, ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), WARRANTY OR OTHERWISE, RELATING TO ANY INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY BREACH HEREOF) OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: Manufacturer may terminate its obligation to provide any Technical Support with respect to the applicable Product under this Agreement if Customer or any of its Affiliates hires any Manufacturer Personnel involved in providing Technical Support to Customer hereunder (without limiting any applicable non-solicitation obligations of Customer pursuant to the Business Combination Agreement).
Question: Consider the Manufacturing and Supply Agreement between Apollo Endosurgery and Establishment Labs; What are the insurance requirements under this contract?
Answer: ESTABLISHMENT, at its sole cost and expense, will maintain appropriate insurance including, but not limited to, Commercial General Liability Insurance with premises, operations coverage including Person Injury/Property Damage coverage, with limits of not less than $1,000,000 per occurrence. As of January 1, 2015, such insurance shall also have annual aggregate limits not less than $2,000,000. Evidence of insurance indicating such coverage will be delivered to APOLLO upon request. The evidence will (a) indicate that the policy will not change or terminate without at least fifteen (15) days prior written notice to APOLLO, (b) APOLLO shall be listed as an additional insured on the commercial general liability policy.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; What are the insurance requirements under this contract?
Answer: The Company and the Agent will each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate. Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding its conflict-of-laws rules.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a minimum commitment required under this contract?
Answer: For each twelve-month period following the Effective Date during the Term, and as long as Network Affiliate's  attendance base in the Theatres for the twelve (12) month period is equal to or greater than 400,000 patrons (the "Base Amount"), the amount paid  by NCM pursuant to Section 7.1(b) shall be not less than $ .17 per Theatre patron during such period with such amount increasing by 5% on each  anniversary of the Effective Date (the "Minimum Fee"). The Minimum Fee shall be prorated to account for (i) any periods during which Network  Affiliate's annual attendance base in the Theatres is lower than the Base Amount, and (ii) reductions in revenue associated with Network  Affiliate's rejection of content as permitted under Section 3.4. Any payments made in order to satisfy the "Minimum Fee" which can be  characterized as an advance of amounts due from advertising clients which is "earned but not yet paid" shall be deducted from the following  year's payments when such amounts have in fact been collected.
Question: Consider the Reseller Agreement between Galaxy Telecom and Galaxy Telnet SRL for VoIP Products and Services; What is the notice period required to terminate the renewal?
Answer: Thereafter, this agreement will renew automatically from year to year unless cancelled in writing by either Party giving the other written notice of such cancellation a minimum of 60 days before the end of the then current term.
Question: Consider the Co-Branding Agreement between Snap Technologies, Inc. and United Airlines, Inc. for Student Travel Services; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, not to be unreasonably withheld; except that either party may, without the other party's consent, assign this Agreement or any of its rights or delegate any of its duties under this Agreement: (a) to any corporate affiliate of such party; or (b) to any purchaser of all or substantially all of such party's assets or to any successor by way of merger, consolidation or similar transaction.
Question: Consider the Co-Branding Agreement between Snap Technologies, Inc. and United Airlines, Inc. for Student Travel Services; Does this contract include an exclusivity agreement?
Answer: During the Term, Snap will not grant any third party any right to sponsor any products or services in the Exclusive Category on or through the Snap Web Site. For the avoidance of doubt, the parties acknowledge that the foregoing restriction applies only to persistent sponsorship placement as judged by Sponsor at its discretion, and not to run-of-site banner advertisements or other rotating promotional placements.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Does this contract include an exclusivity agreement?
Answer: "Exclusive Purchase Requirement" means, on a Product SKU-by-Product SKU and country-by country basis within the applicable Territory, (a) in the first two (2) years of the Initial Term, one hundred percent (100%) of Customer's total requirements for such Product SKU and (b) in the third (3rd) year of the Initial Term, fifty percent (50%) of Customer's total requirements for such Product SKU; provided, however, that (x) such quantities of Product reasonably procured by Customer to qualify a back-up supplier for such Product shall be excluded from the Exclusive Purchase Requirement, and (y) for the avoidance of doubt, Customer may commercialize such quantities of Product procured under (x) above without violating the applicable Exclusive Purchase Requirement or related provisions in Section 2.1(e).
During the Exclusivity Period, on a Product SKU-by-Product SKU and country-by-country basis within the applicable Territory, Customer shall purchase from Manufacturer, in accordance with the terms and conditions of this Agreement, at least the Exclusive Purchase Requirement of its requirements for such Product SKU in such country; provided, however, that In-Flight or Shared Volume Products shall be excluded from the exclusivity requirements set forth in this Section 2.1(e)(i). Following the Exclusivity Period (and during the Exclusivity Period, with respect to Product SKU quantities in excess of the Exclusive Purchase Requirement in accordance with the preceding sentence), nothing in this Agreement shall prevent Customer or any of its Affiliates from manufacturing Product for itself, or having Product manufactured by a Third Party, including in amounts in addition to the Purchase Orders for Product issued to Manufacturer in accordance with this Agreement.
In the event of a Triggering Event, Customer's Exclusive Purchase Requirement with respect to each and every Product that is the subject of the Triggering Event shall be temporarily suspended until such time as Manufacturer notifies Customer that Manufacturer is able to resume the manufacture and supply of the subject Product(s) on the terms and conditions of this Agreement (such period referred to as the "Exclusive Purchase Requirement Suspension Period"); provided that, (i) during such Exclusive Purchase Requirement Suspension Period, Customer shall use commercially reasonable efforts to limit its orders for the subject Product(s) to the quantities specified in the last Forecast that preceded the Triggering Event for the applicable period(s) and promptly notify Manufacturer in the event and to the extent that Customer's orders exceed such quantities specified in such Forecast and (ii) Customer shall be entitled to take delivery of Product(s) ordered during the Exclusive Purchase Requirement Suspension Period even if such delivery is scheduled for or actually occurs subsequent to the Exclusive Purchase Requirement Suspension Period.
Question: Consider the Manufacturing and Supply Agreement between Apollo Endosurgery and Establishment Labs; What is the duration of any warranties provided in this contract?
Answer: APOLLO has the right to reject, via written notification to ESTABLISHMENT within this thirty (30) day period, any or all of a shipment of Product that fails to satisfy any warranty in this Agreement and may reject all of a given Lot of Product if a statistical sample does not meet the Specifications.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Does this contract include any revenue or profit-sharing arrangements?
Answer: Each Party shall receive 50% of all Net Revenue derived from the sale of advertising Inventory that is  exhibited in the Theatres (the "Advertising Revenue Share").
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; What is the duration of any warranties provided in this contract?
Answer: The Company hereby warrants that all Products sold to the





Customer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further    8

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warrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws. The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages. All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent.