orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; How is intellectual property ownership assigned in this contract?
Answer: Client shall own all content produced pursuant to Section 1.1(f) (whether or not actually used), and  EFS hereby assigns to Client all right, title and interest, including all rights in copyright, in and to the photographs and materials,  and agrees to cooperate with all reasonable requests by Client, and take all reasonable actions, to effect or perfect such  assignment.
In the event that EFS creates any modifications, alterations or other derivative works of any Playboy Content  ("Derivative Works"), EFS hereby irrevocably assigns to Client all right, title and interest in and to all of those Derivative Works,  including the copyrights and other proprietary rights therein.
EFS hereby irrevocably assigns, and Client hereby accepts, all right,  title and interest in and to each and every Authorized Modification, and EFS agrees to cooperate with all reasonable requests by  Client to effect or perfect such assignment.
To the  extent that Client is deemed to obtain any interest or ownership rights in the EFS Property, Client hereby assigns, transfers and  conveys to EFS, to the maximum extent permitted by applicable Law, all of Client's right, title and interest therein used by Client  under or in connection with this Agreement so that EFS will be the sole owner of all rights therein and further agrees to cooperate  with EFS during and after the Term to effect and perfect all assignments.
To the extent that EFS is deemed to obtain any interest or ownership  rights in the Client Property, EFS hereby assigns, transfers and conveys to Client, to the maximum extent permitted by applicable  Law, all of EFS' right, title and interest therein used or created by EFS under or in connection with this Agreement so that Client  will be the sole owner of all rights therein and further agrees to cooperate with Client during and after the Term to effect and  perfect all assignments.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Does this contract include an exclusivity agreement?
Answer: All communication with the National Football League (the "NFL"), its 32 Member Clubs, NFL Legends and Gold Jackets shall be made exclusively and directly through PFHOF. For the avoidance of doubt, PFHOF has the exclusive and sole relationship with the NFL, its 32 Member Clubs, NFL Legends and Gold Jackets for any and all PFHOF and HOFV activities; provided, however, that any communication relating to any investment by the NFL in any Village Media Company project, may be made directly through the President of PFHOF or the Chief Executive Officer of HOFV; and, provided further, that the Village Media Company shall have the right to present opportunities related to any of the above for approval by PFHOF.
Question: Consider the Endorsement Agreement between Holiday RV Superstores, Inc. and Affinity Group, Inc. for Good Sam Branding; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor the rights of either Party hereunder shall be assigned by either Party without the prior written consent of the other Party.
Question: Consider the Development Agreement between BP America Production Company and True North Energy Corp.; What is the governing law for this contract?
Answer: This Agreement and all matters pertaining hereto shall be governed by and construed under the laws of the State of Louisiana, except to the extent that the conflict of law rules of said state would require that the laws of another state would govern its validity, construction, or interpretation.
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; Is there a non-compete clause in this contract?
Answer: W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E  through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV,  without the prior consent and/or direct participation of SHBV.
SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV  through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E,  without the prior consent and/or direct participation of W2E.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What are the audit rights under this contract?
Answer: During the Promotion Period, iVillage traffic shall be          audited by a third party traffic auditor listed on Exhibit A and          iVillage shall provide FMM with relevant reports on a biweekly basis.
All traffic reports shall be audited by the third party traffic auditor selected pursuant to Section 2.C.(ii).
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Does this contract include any volume restrictions?
Answer: At Client's cost for materials (but excluding costs for labor or other EFS  charges), EFS agrees to include up to two (2) inserts per month in each of the Catalogs and up to two (2) onserts per month in all  outgoing Merchandise packaging, promoting Client products and services and/or those of Client's affiliates, Licensees or  sponsors.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What is the governing law for this contract?
Answer: This Agreement will be governed in all respects by the laws of the State of Ohio (without regard to conflicts of law provisions), as such laws are applied to agreements entered into and to be performed entirely within the State of Ohio between Ohio residents.
Question: Consider the Development Agreement between BP America Production Company and True North Energy Corp.; What is the expiration date of this contract?
Answer: Except as provided in Sections 6.2, 6.3, 6.4, and 6.5, this Agreement shall terminate one (1) year from the Rig Release Date, if such has not been terminated sooner pursuant to the provisions hereof.
Question: Consider the Endorsement Agreement between Holiday RV Superstores, Inc. and Affinity Group, Inc. for Good Sam Branding; Can this contract be terminated for convenience, and under what conditions?
Answer: In the event that the Company desires to terminate the Agreement prior to the Termination Date, it shall provide AGI with at least 60 days prior written notice of its intention to terminate this Agreement and this Agreement shall so terminate following the expiration of this 60-day period, without any further responsibility by either Party except as provided in Section 5.
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; What is the governing law for this contract?
Answer: This Agreement is governed by English law.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What licenses are granted under this contract?
Answer: FMM grants to iVillage, during the Initial Term of this Agreement, a royalty-free, non-exclusive, worldwide license to use, reproduce and display Ford's tradenames, trademarks, service marks and logos (collectively, the "Marks") in connection with this Agreement.
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Is there a minimum commitment required under this contract?
Answer: EFS will commit to an annual Catalog budget equal to or greater than *****, which represents  ***** of the actual amount spent by Client on the Catalogs for 2007.
EFS shall have the right to decrease the Catalog budget  below the ***** minimum only if EFS can demonstrate that online marketing activities yield a higher return-on-investment and  provided all such reduced dollars are then reinvested in online marketing spend over and above the minimum online marketing  commitment described in Section 4.2, below.
Accordingly, EFS agrees it will spend annually a minimum of ***** of Net  Website Sales (as defined below) on online marketing ("Online Marketing Budget").
Notwithstanding revenue actually generated by EFS in connection with the Playboy Commerce  Business hereunder, it is understood and agreed that the Royalty paid to Client in each Year of the Term shall not be less than the  amounts set forth in Exhibit 10 (the "Minimum Royalty"). In the event the Minimum Royalty is not achieved in any Year based on  the Royalty payments made in such Year, EFS shall pay the shortfall between the Royalty earned and the applicable Minimum  Royalty due, if any, within sixty (60) days of the end of such Year.
In the event that the Minimum Royalty is met in any applicable Year, (i) EFS shall not be permitted to carry  over any overages into the next Year and (ii) EFS will not be eligible for any refund from any Minimum Royalty or Royalty  previously owed or paid to Client. In the event EFS does not meet the full amount of the Minimum Royalty during the applicable  Year in which such Minimum Royalty was owed to Client, EFS will not be permitted to offset the shortfall with any overages from  any previous or subsequent Year, and a new Minimum Royalty will be due as set forth in this Section 6.2. For the avoidance of  doubt, the Minimum Royalty is a minimum net sum from which no taxes or charges of any sort may be deducted.
In the event that this Agreement is terminated prior to the end of the Initial Term, any portion of the Year 1  Minimum Royalty that has been spread across Years 2 through 5 of the Term pursuant to Exhibit 10 and which has not yet been  paid to Client, shall immediately become due and owing.
In such event, the annual Minimum Royalty during the  Renewal Term, if any, shall be equal to the greater of: (a) ***** of the actual Royalty paid to Client in Year 5; and (b) *****.
Question: Consider the Development Agreement between LEO Pharma A/S and Galen (Chemicals) Limited for Combination Product; Is there a cap on liability under this contract?
Answer: 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

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suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What is the notice period required to terminate the renewal?
Answer: Thereafter, the agreement shall automatically renew for successive five (5)-year terms, unless either Party gives written notice to the other Party of intent not to renew at least six (6) months prior to the expiration of the then-current Term.
Question: Consider the Endorsement Agreement between Holiday RV Superstores, Inc. and Affinity Group, Inc. for Good Sam Branding; What is the governing law for this contract?
Answer: This Agreement has been made in the State of California and shall be governed by and construed in accordance with the laws thereof without regard to principles of conflicts of laws.
Question: Consider the Development Agreement between LEO Pharma A/S and Galen (Chemicals) Limited for Combination Product; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall be binding upon, and shall inure to the benefit of successors of the Parties hereto, or to any assignee of all of the goodwill and entire business assets of a Party hereto relating to pharmaceuticals, but shall not otherwise be assignable without the prior written consent of the other Party.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What is the renewal term for this contract?
Answer: Thereafter, the agreement shall automatically renew for successive five (5)-year terms, unless either Party gives written notice to the other Party of intent not to renew at least six (6) months prior to the expiration of the then-current Term. If either party elects not to renew the Agreement and the other party wishes to continue the Agreement, the Parties shall attempt in good faith to negotiate an amendment to the Agreement to renew the Term on such terms as may be negotiated by the Parties.
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in  accordance with Clause 15 (Termination).
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: EFS shall pay a royalty ("Royalty") to Client to be calculated and paid as follows: (a) the Royalty shall be  determined based upon the percentage applicable to the Merchandise Gross Margin (pursuant to the chart in Exhibit 10, attached  hereto and hereby incorporated by reference); (b) multiplied by the Net Merchandise Sales (as defined below) as applicable in  each case for the applicable Calendar Quarter or Year (each as defined below).
Pursuant to Section 3.6, EFS shall pay a quarterly Royalty to Client calculated as set forth in Section 6.1  using separate Royalty percentages on a country-by-country basis based on product margins for each such country, as agreed  upon by the parties.
In addition, Client shall be entitled to receive a royalty payment on the shipping and  handling charges paid by customers during the applicable Calendar Quarter ("Shipping Royalty") equal to the Royalty percentage  multiplied by the shipping profit.
Client shall be entitled to receive an advertising fee of ***** of the Net Advertising Revenue  derived by EFS from Advertisements pursuant to Section 4.4 ("Advertising Fee").
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; How is intellectual property ownership assigned in this contract?
Answer: Upon execution and delivery of this Agreement, iVillage assigns to FMC all right, title and interest in and to the content, design and intellectual property, rights created specifically for and unique to the Bridge Site, advertising units, and other promotional elements set forth in this Agreement (collectively, the "Materials").
Question: Consider the Endorsement Agreement between Holiday RV Superstores, Inc. and Affinity Group, Inc. for Good Sam Branding; What is the expiration date of this contract?
Answer: Unless otherwise provided for in this Agreement, the term of this Agreement shall be three years, commencing on the date of this Agreement and expiring on the third anniversary date of this Agreement (the "Termination





Date").
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Is there a cap on liability under this contract?
Answer: Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall sell, transfer or assign this Agreement or the rights or obligations hereunder, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: EFS agrees that it shall approach Licensees regarding any planned  EFS Produced Merchandise and give such Licensees a seven (7) day right of first refusal with respect to the design and  manufacture thereof, whereby EFS may set forth commercially reasonable requirements with respect to pricing, delivery and  product specifications.
If EFS desires to use  any other domain names or Internet locators/designators in connection with the Websites, Micro Sites or otherwise utilizing  PLAYBOY- or PLAYBOY-related marks, EFS shall so notify Client, which may at its sole discretion, choose to register the  same at its expense.
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What is the expiration date of this contract?
Answer: Unless otherwise terminated as provided herein, the term of this Agreement shall commence on the Effective Date and shall terminate on December 31, 2034 (such period, including as may be extended in accordance with the subsequent sentence, the "Term").
Question: Consider the Development Agreement between LEO Pharma A/S and Galen (Chemicals) Limited for Combination Product; What is the governing law for this contract?
Answer: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL





OBLIGATIONS LAW.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; Is there a covenant not to sue included in this contract?
Answer: Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Is there a minimum commitment required under this contract?
Answer: Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.
However, the commission will never be less than $0.05 per MMBTU regardless of fuel price.
During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; What are the insurance requirements under this contract?
Answer: ArTara, Affiliates, and sublicensees will obtain and maintain commercial general liability insurance with a reputable and financially secure insurance carrier prior to clinical testing, making, using, importing, offering to sell, or selling any licensed Product or engaging in any other act involving any licensed Product or the patent rights, if such act could possibly create risk of a claim against University Indemnitees for personal injury or property damage.
The insurance will identify University Indemnitees as additional insureds and will provide that the carrier will notify University in writing at least […***…] prior to cancellation, non-renewal, or material change in coverage. Should ArTara fail to obtain replacement insurance providing comparable coverage within such […***…] period, University will have the right to termination this Agreement effective as of the end of the […***…] period without notice or any additional cure period.
The insurance will include coverage for product liability with a minimum of […***…] dollars ($[…***…]) per occurrence and [… ***…] dollars ($[…***…]) annual aggregate, coverage for contractual liability, clinical trials liability if any such trial is performed, bodily injury and property damage, including completed operations, personal injury, coverage for contractual employees, blanket contractual and products, and all other coverages standard for such policies. Such insurance will additionally include errors and omissions insurance with a minimum of […***…] dollars ($[…***…]) per occurrence.
Insurance policies purchased to comply with this Article Seven will be kept in force for at least […***…] after the last sale of licensed Product.
At University's request, such request to be made no more than annually, ArTara will provide University with a certificate of insurance and notices of subsequent renewals for its insurance and that of Affiliates extended rights under this Agreement and of sublicensees.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: In addition, in the event that iVillage desires to form a sponsorship relationship with an automobile rental company during the term of this Agreement, iVillage shall notify Hertz and provide Hertz with an opportunity to enter into such a relationship with iVillage, on not less favorable terms than those offered to any other automobile rental company. Once presented with an opportunity, Hertz shall have five (5) business days in which to accept or reject such terms. If iVillage does not receive Hertz's acceptance or rejection of such within the allotted time, iVillage shall deem Hertz's silence as rejection.
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Is there a non-disparagement clause in this contract?
Answer: EFS and its affiliates conduct their activities, both relating to the Playboy Commerce Business and otherwise, in a way that does  not jeopardize the Playboy Marks or the reputation and image of any Playboy entity or activity.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; Is there a cap on liability under this contract?
Answer: EXCEPT WITH RESPECT TO DAMAGES THAT ARISE DUE TO A  PARTY'S BREACH OF CONFIDENTIALITY (ARTICLE 12) OR  INDEMNIFICATION  OBLIGATIONS  (ARTICLE 11),  IN  NO  EVENT WILL  EITHER  PARTY  BE  LIABLE  TO  THE  OTHER  FOR  CONSEQUENTIAL, INDIRECT,  SPECIAL,  EXEMPLARY OR  PUNITIVE DAMAGES  FOR ANY  CAUSE OF  ACTION, WHETHER  IN  CONTRACT, TORT  OR OTHERWISE,  INCLUDING LOST REVENUES, PROFITS OR BUSINESS OPPORTUNITIES ARISING OUT OF OR  IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE OTHER  PARTY WAS  OR  SHOULD HAVE  BEEN  AWARE OF  THE POSSIBILITY OF  THESE DAMAGES. EXCEPT WITH  RESPECT TO  DAMAGES THAT  ARISE  DUE TO  A  PARTY'S BREACH  OF  CONFIDENTIALITY  (ARTICLE 12)  OR  INDEMNIFICATION  OBLIGATIONS  (ARTICLE 11), THE  LIABILITY  OF  EITHER  PARTY  UNDER  THIS AGREEMENT  (WHETHER  BY  REASON  OF  BREACH  OF  CONTRACT,  TORT,  OR  OTHERWISE)  WITH  RESPECT  TO  A  GIVEN  CLAIM  SHALL  NOT  EXCEED  AN AMOUNT EQUAL TO [***].