orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.; What are the insurance requirements under this contract?
Answer: Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M.  Best rating of A-, X or better.
Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.
CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover  liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and  advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as  additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; What is the governing law for this contract?
Answer: This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made and wholly performed within such state, except for matters directly within the purview of the DGCL, which shall be governed by the DGCL.
This Joinder Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to this Article 13, shall continue in full force and effect, on a Product-by-Product and country-by-country basis until the Secondary Royalty Term with respect to such Product expires, at which time this Agreement shall expire in its entirety with respect to such Product in such country.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; What is the expiration date of this contract?
Answer: Unless earlier terminated in accordance with the terms of this Article XVI, this IP Agreement and the licenses granted herein will continue in effect from the Effective Date until the expiration of the last to expire of the Patents and any additional period of time thereafter that any of the Patents remain enforceable such as in the United States where a party can sue for infringement after a patent expires and seek damages for any infringement of the patent during the six years immediately preceding the filing of a suit for infringement.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What is the governing law for this contract?
Answer: This Agreement and all questions regarding its validity or interpretation, or the breach or performance of this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, United States, without reference to conflict of law principles.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Is there a covenant not to sue included in this contract?
Answer: PAPA JOHN'S shall not, during the Term or at any time thereafter, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of any right, title or interest of ABG in and to any Personality Rights (including, without limitation, copyrights, trademarks and/or patents), whether by way of: (i) an application for and/or an opposition against any intellectual property rights relating to the Personality Rights, (ii) adoption and/or application for and/or registration of any intellectual property rights (including, without limitation, domain names, business names, and social media accounts) that are confusingly similar to, that dilute, or that infringe, any of the Personality Rights, or (iii) any lawsuit, cancellation proceeding or action, or otherwise.
Each party acknowledges and agrees that (i) all copyrights and trademarks used in connection herewith that are owned by a party shall be and remain the sole and complete property of such party; (ii) the other party shall not at any time acquire or claim any right, title or interest of any nature whatsoever in any such copyright or trademark by virtue of this Agreement; (iii) the other party shall not contest or assist others to contest the validity of all such copyrights and trademarks; and (iv) it will not incur or create any expenses chargeable to the other party.
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; Does this contract include an exclusivity agreement?
Answer: During the Term, Charterer agrees that Owner will be the sole and exclusive provider of marine transportation services for #2 fuel oil and high sulfur diesel owned by Charterer or owned by others and in transit for sale to Charterer so long as Owner has the required equipment available.
Question: Consider the Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.; Is there a cap on liability under this contract?
Answer: Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,  EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; What are the insurance requirements under this contract?
Answer: PAPA JOHN'S shall procure and maintain, at its sole cost and expense, and use commercially reasonable efforts cause its Sub-Contractors to obtain, at their sole cost and expense, during the Term and for a period of three (3) years thereafter ("Insurance Period"), comprehensive general liability insurance (including, without limitation, product liability insurance, inventory insurance, worker's compensation insurance, and advertising injury insurance), to defend and protect the Parties against claims arising out of or in connection with PAPA JOHN's business, the Materials, the Products, and Advertisements therefor. Insurance must be obtained from a company reasonably acceptable to ABG, in an amount not less than Five Million United States Dollars ($5,000,000 USD) in the aggregate, or PAPA JOHN'S standard insurance policy limits, whichever is greater.
Within five (5) business days of the date on which this Agreement is fully executed, PAPA JOHN'S shall submit to ABG a certificate of insurance naming each of ABG, CELEBRITY and Authentic Brands Group, LLC as additional insureds ("COI"), which COI, or a renewal or replacement thereof, shall remain in force at all times during the Insurance Period, and shall require the insurer to provide at least thirty (30) days' prior written notice to PAPA JOHN'S, and all additional insureds, of any termination, cancellation or modification thereof.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; Is there a cap on liability under this contract?
Answer: Without limiting the terms set forth in Section 6.09 of the Separation Agreement, none of Honeywell, SpinCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other's Group under this Agreement for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages.
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; 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 Texas.
Question: Consider the Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.; Are the licenses granted under this contract non-transferable?
Answer: Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that  name or logo, and the registered symbols and trademarks of the other party (the "Trademarks") only for the purposes set forth in this Agreement.
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; What is the expiration date of this contract?
Answer: The rights and obligations of the Farids Group set forth in this Article VI (other than those set forth in Sections 6.8 and 6.9) shall terminate on the date that the Farids Group owns less than 3% of the issued and outstanding Common Stock, but in no event earlier than the Expiration Date (as defined in the Warrant).
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Is there a cap on liability under this contract?
Answer: TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER ABG NOR AUTHENTIC BRANDS GROUP LLC NOR CELEBRITY SHALL BE LIABLE TO PAPA JOHN'S FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT OR IN TORT, EVEN IF ABG OR AUTHENTIC BRANDS GROUP LLC HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL ABG'S, AUTHENTIC BRANDS GROUP LLC'S, AND CELEBRITY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ABG (EXCLUSIVE OF REIUMBURSEMENT OF EXPENSES) HEREUNDER, REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Hence, as of the Distribution Date, Honeywell hereby grants, and agrees to cause the members of the Honeywell Group to hereby grant, to SpinCo and the members of the SpinCo Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (solely to Subsidiaries and suppliers for "have-made" purposes), worldwide license to use and exercise rights under the Honeywell Shared IP (excluding Trademarks, the Honeywell Content and the subject matter of any other Ancillary Agreement), said license being limited to use of a similar type, scope and extent as used in the SpinCo Business prior to the Distribution Date and the natural growth and development thereof.
Hence, as of the Distribution Date, SpinCo hereby grants, and agrees to cause the members of the SpinCo Group to hereby grant, to Honeywell and the members of the Honeywell Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (solely to Subsidiaries and suppliers for "have made" purposes), worldwide license to use and exercise rights under the SpinCo Shared IP (excluding Trademarks and the subject matter of any other Ancillary Agreement), said license being limited to use of a similar type, scope and extent as used in the Honeywell Business prior to the Distribution Date and the natural growth and development thereof.
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; What are the insurance requirements under this contract?
Answer: Company agrees to provide and maintain, at its own expense, general liability insurance and product liability insurance with limits no less than $3,000,000 and within thirty (30) days from the date hereof, Company will submit to Pey Dirt a fully paid policy or certificate of insurance naming Pey Dirt, Pey Dirt's agent and Manning as additional insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Pey Dirt at least twenty (20) days in advance thereof.
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; What is the notice period required to terminate the renewal?
Answer: This Agreement will automatically renew for successive one year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Charterer or Owner elects not to renew this Agreement by providing the other party with written notice of such election 30 days prior to the expiration of the Initial Term or Renewal Term, as applicable, at which point this Agreement will automatically terminate.
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any part of this Agreement may be assigned or transferred by either party without the prior written consent of the other party. Any assignment or transfer without such consent shall be null and void.
Question: Consider the Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.; What licenses are granted under this contract?
Answer: Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that  name or logo, and the registered symbols and trademarks of the other party (the "Trademarks") only for the purposes set forth in this Agreement.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Upon expiration or termination of this Agreement by PAPA JOHN'S (but not in the event of termination by ABG), and subject to PAPA JOHN'S ongoing compliance with the terms and conditions of this Agreement, PAPA JOHN'S shall have the following rights to use the Celebrity Endorsement solely as follows: (i) for a period of six (6) months following the effective date of expiration or termination, PAPA JOHN'S shall have the right to continue to use, display and distribute copies of Materials which bear the Celebrity Endorsement and which were printed and published, or irrevocably booked for publication or display with a third party, prior to the effective date of expiration or termination; and (ii) PAPA JOHN'S shall have the right, without restriction, to the in-house, non-commercial use of any Materials.
If this Agreement is terminated by ABG for any of the reasons provided in Section 7.B. above, then CELEBRITY shall be entitled to immediately vest in all of the RSUs for the eighteen (18) months following the effective date of termination (including, without limitation, any balance of unvested RSUs that were due to vest as of the effective date of termination, in addition to any and all of the RSUs that would have vested during the next eighteen (18) months but for the termination); provided, however, that in the event there is less than eighteen (18) months remaining in the Term as of the effective date of such termination, then any and all of the balance of the RSUs shall vest immediately as of the effective date of termination.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Hence, as of the Distribution Date, Honeywell hereby grants, and agrees to cause the members of the Honeywell Group to hereby grant, to SpinCo and the members of the SpinCo Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (solely to Subsidiaries and suppliers for "have-made" purposes), worldwide license to use and exercise rights under the Honeywell Shared IP (excluding Trademarks, the Honeywell Content and the subject matter of any other Ancillary Agreement), said license being limited to use of a similar type, scope and extent as used in the SpinCo Business prior to the Distribution Date and the natural growth and development thereof.
(a) Notwithstanding Section 3.01, Honeywell hereby grants, and agrees to cause the members of the Honeywell Group to hereby grant, to SpinCo and the members of the SpinCo Group, for a period of ten (10) years after the Distribution Date (unless earlier terminated in accordance with Section 3.03(c)), a non-exclusive, royalty-free, fully-paid, non-sublicenseable, non-transferable, worldwide license to use and reproduce the Honeywell Content solely for the SpinCo Group's internal business purposes.
Hence, as of the Distribution Date, SpinCo hereby grants, and agrees to cause the members of the SpinCo Group to hereby grant, to Honeywell and the members of the Honeywell Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (solely to Subsidiaries and suppliers for "have made" purposes), worldwide license to use and exercise rights under the SpinCo Shared IP (excluding Trademarks and the subject matter of any other Ancillary Agreement), said license being limited to use of a similar type, scope and extent as used in the Honeywell Business prior to the Distribution Date and the natural growth and development thereof.
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; Is there a cap on liability under this contract?
Answer: In no event (including, but not limited to, Manning's or Pey Dirt's default hereunder) shall Manning or Pey Dirt be liable to Company (or any entity claiming through Company) for any amount in excess of the amounts of royalties actually received by Pey Dirt hereunder, excluding the reimbursement of expenses.
Under no circumstances will Manning or Pey Dirt, on the one hand, or Company, on the other hand, be liable to the other 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 Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; What is the renewal term for this contract?
Answer: This Agreement will automatically renew for successive one year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Charterer or Owner elects not to renew this Agreement by providing the other party with written notice of such election 30 days prior to the expiration of the Initial Term or Renewal Term, as applicable, at which point this Agreement will automatically terminate.
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Can this contract be terminated for convenience, and under what conditions?
Answer: Unless sooner terminated in accordance with the provisions hereof, the initial term of this Agreement ("Initial Term") will be ten (10) years from the Effective Date, provided that at any time following the 7th anniversary of such date, either party may terminate such strategic alliance upon not less than 60 days' prior written notice to the other party.
Question: Consider the Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.; What is the governing law for this contract?
Answer: This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: PAPA JOHN'S hereby grants to ABG and CELEBRITY, a royalty-free, perpetual, irrevocable, fully- paid, assignable, transferable, sublicensable right and license to utilize the Materials, in their entirety or any portions thereof, in all media now known or hereafter developed, throughout the universe (individually and collectively, "PJ Rights") as follows: (i) on or in connection the performance of the Services hereunder; (ii) in connection with historical and archival purposes (e.g., documentary, commentary, corporate retrospective, historical files on websites of ABG), so-called business-to-business uses and other non-commercial purposes; and (iii) for industry recognition purposes (e.g., award competition submissions); in each case, in all media now known or hereafter devised.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; Does the licensor's affiliates have any licensing rights under this contract?
Answer: Hence, as of the Distribution Date, Honeywell hereby grants, and agrees to cause the members of the Honeywell Group to hereby grant, to SpinCo and the members of the SpinCo Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (solely to Subsidiaries and suppliers for "have-made" purposes), worldwide license to use and exercise rights under the Honeywell Shared IP (excluding Trademarks, the Honeywell Content and the subject matter of any other Ancillary Agreement), said license being limited to use of a similar type, scope and extent as used in the SpinCo Business prior to the Distribution Date and the natural growth and development thereof.
Notwithstanding Section 3.01, Honeywell hereby grants, and agrees to cause the members of the Honeywell Group to hereby grant, to SpinCo and the members of the SpinCo Group, for a period of ten (10) years after the Distribution Date (unless earlier terminated in accordance with Section 3.03(c)), a non-exclusive, royalty-free, fully-paid, non-sublicenseable, non-transferable, worldwide license to use and reproduce the Honeywell Content solely for the SpinCo Group's internal business purposes.
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; What are the audit rights under this contract?
Answer: Pey Dirt, or its representatives, shall, upon two weeks' written notice, have the right at all reasonable times (prior to the expiration of two (2) years after the termination of the Contract Period) to inspect and make copies of the books and records of Company insofar as they shall relate to the computation of royalties to be paid to Pey Dirt hereunder and the shipment of Endorsed Products pursuant to this Agreement.
In the event that any such inspections show an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then Company shall pay the cost of such examination.
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be for 3 years (the "Initial Term") commencing on the date first set forth above (the "Commencement Date") and ending on the 3rd anniversary of the Commencement Date.
Question: Consider the Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by  agreement or sooner terminated in accordance with this Agreement.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Are the licenses granted under this contract non-transferable?
Answer: In consideration of the remuneration to be paid to ABG pursuant hereto and subject to the conditions and limitations contained herein, ABG grants to PAPA JOHN'S the non-transferrable, non-assignable, non-sublicensable, indivisible right and license solely during the Term of the Agreement and within the Territory to use the Celebrity Endorsement, in each instance, subject to ABG's Approval (as hereinafter defined).