orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Strategic Alliance Agreement between Sucampo Pharmaceuticals, Inc., Sucampo Pharma, LLC, and R-Tech Ueno, Ltd.; What are the audit rights under this contract?
Answer: During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; What is the governing law for this contract?
Answer: This Agreement will be governed by and construed in             accordance with the laws of the State of New York, notwithstanding             the actual state or country of residence or incorporation of Excite             or Client.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Company grants to Investor, for the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) under the Patents to practice the methods therein described and claimed and to make and have made, use, offer to sell, sell and import products made using such methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.
Company further grants to Investor, during the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) to use the Technical Information to practice the methods described and claimed in the Patents and to make and have made, use, offer to sell, sell and import products made using the methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.
If the Option is exercised before the expiration of the Option Period, the license grants set forth in Articles 3.00 and 3.01 will become exclusive to Investor for a perpetual term, shall not be subject to a licensing fee, the granted licenses in favor of the Investor shall be deemed fully paid-up, and the rights granted to Investor under Articles 3.00 and 3.01 shall include the right to grant sublicenses to Third Parties.
Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Investor Improvement and any patent claiming such Investor Improvement, solely for use in rare earth mineral processing and rare earth separation, to make and have made, use, offer to sell, sell and import products made using the Investor Improvements.
Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Joint Improvement and any patent claiming such Joint Improvement solely for use in rare earth mineral processing and rare earth separation.
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; What is the expiration date of this contract?
Answer: The term of this Agreement will begin on the Launch Date and will             not end until Excite displays of a total of XXXXXXXXXXXXX             impressions of Client's advertising banners and promotional             placements on the Excite Site and Excite has made reasonable             commercial efforts to deliver, at minimum, a goal of XXXXXXXX             clickthroughs to the Client Site. Regardless of Excite's actual             delivery of impressions and clickthroughs, the term of this             Agreement will not be shorter than two (2) years after the display             of the first of Client's advertising banners and promotional             placements, subject to the termination rights set forth below.
In the event that Excite has not delivered XXXXXXXXXXXXXXXX             clickthroughs to the Client Site by the end of twelve (12) months             after the Launch Date, the first year of the term of the Agreement             will be extended without additional sponsorship and advertising fees             for up to an additional four (4) months.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Company grants to Investor, for the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) under the Patents to practice the methods therein described and claimed and to make and have made, use, offer to sell, sell and import products made using such methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.
Such rights to Investor Improvements shall be solely for use by the Company and its Affiliates and shall not be transferable to any Third Party, except in connection with a merger, consolidation, or the sale or transfer of substantially all of Company's assets associated with performance under this IP Agreement.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Is there a minimum commitment required under this contract?
Answer: Beginning on the Opening Date, during each consecutive three-calendar-month period during the Term, you must spend three percent (3%) or more of your Gross Sales on local marketing of the Franchised Business.
You agree to conduct a Grand Opening Advertising Program for the Franchised Business throughout the first four weeks after the Opening Date, spending an amount not less than $12,000.
Question: Consider the Strategic Alliance Agreement between Sucampo Pharmaceuticals, Inc., Sucampo Pharma, LLC, and R-Tech Ueno, Ltd.; Is there an anti-assignment clause in this contract?
Answer: No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: The licenses granted under this Subsection 2.1(b) may be sublicensed by Ono only to its Affiliates, and then only for so long as such entities remain as Affiliates. For clarity, the licenses granted under this Subsection 2.1(b) may be extended by Ono to Third Party manufacturers for Manufacturing the Products on Ono's behalf.
Ono shall have the right, in accordance with this Section 2.2, to grant sublicenses under the Array Patents and Array Know-How to its Affiliates and to Third Parties, provided that Ono shall not engage a Third Party as either (i) a Sublicensee of the Product, or (ii) as a distributor of the Product, without Array's prior written consent.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Does this contract include any revenue or profit-sharing arrangements?
Answer: You must pay us a royalty fee ("Royalty") equal to six percent (6%) of your Gross Revenues.
If by reason of state or other law, we are prohibited from receiving a percentage of certain components of Gross Revenues (including alcoholic-beverage sales), you must pay us an equivalent amount by increasing the Royalty percentage applied to Gross Revenues exclusive of the prohibited components.
During any Period that the Marketing Fund (as defined in Section 9.1 [Pizza Fusion Marketing Fund] below) is in effect, you must make a contribution as described in Section 9.1 [Pizza Fusion Marketing Fund] below equal to three percent (3%) of your Gross Revenues for the preceding Period
Additionally, during any Period that a Regional Fund (as defined in Section 9.3 [Regional Fund] below) for the area in which your Franchised Business is located is in effect, you must make a contribution as described in Section 9.2 [Local Marketing] below in such amounts as we specify in writing up to two percent (2%) of your Gross Revenues for the preceding Period; in addition, you may be required to contribute to a Regional Fund up to an additional two percent (2%) of Gross Revenues of your Franchised Business if the members of that Regional Fund vote to increase the total contribution, as provided in Section 9.3.5 [Regional Fund] below.
A majority of the Restaurant owners in the Regional Fund may vote to increase the amount of each Restaurant owner's Regional Fund contribution by up to an additional two percent (2%) of each Restaurant's Gross Revenues.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; Does this contract include an exclusivity agreement?
Answer: CONSULTANT hereby gives and grants to ADAMS GOLF the exclusive right and license to use CONSULTANT'S ENDORSEMENT in connection with the manufacture, sale, distribution, advertising and promotion of PRODUCT in the CONTRACT TERRITORY.
During the term of this Agreement, unless otherwise authorized at the sole discretion of ADAMS GOLF in writing, CONSULTANT shall not:   A.give the right to use or permit the use of CONSULTANT'S name, facsimile signature, nickname, voice or likeness to any other manufacturer or seller of PRODUCT;

B.sponsor or endorse PRODUCT made or sold by any other manufacturer or seller; or

C.serve as a CONSULTANT or advisor of any other manufacturer or seller of PRODUCT.
During the term of this Agreement, CONSULTANT shall exclusively play/use the MANDATORY PRODUCT.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Does the licensor's affiliates have any licensing rights under this contract?
Answer: If after the Effective Date, Array retains a Third Party Partner for the Product in one or more countries in the Array Territory, Array shall use Diligent Efforts to gain such Third Party Partner's consent to allow Array to (i) share with Ono under Section 4.7 (Exchange of Data and Know-How) the clinical data and know-how generated by such Third Party Partner, (ii) extend to Ono under Section 4.8 (Rights of Reference and Access to Data) a right to reference the Regulatory Filings of such Third Party Partner with respect to Products, and (iii) extend to Ono a license under improvements made by such Third Party Partner, in each case: (A) to the extent that such data, know-how, rights of reference and improvements are necessary or reasonably useful for Ono's Development, preparation of MAAs and filing of MAAs with respect to Products in the Ono Territory or Commercialization of the Product in the Ono Territory and (B) without charge, however it is understood that a failure of Array to obtain such rights shall not be deemed a breach of this Section 2.4.
Subject to the terms and conditions of this Agreement, following registration of the Product Trademark(s) by Array in the Ono Territory pursuant to Section 12.3 below, Array shall assign, and shall cause its Affiliates to assign, to Ono all rights to the Product Trademark(s) so registered in the Ono Territory at Ono's cost and expense, in each case solely for the purpose of Commercializing the Products in the Ono Territory in accordance with this Agreement.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; Is there a non-compete clause in this contract?
Answer: When endorsing a non-competitive product, under no circumstances shall CONSULTANT wear, play, use, hold or in any way be associated with an ADAMS GOLF competitor's Product.
Question: Consider the Strategic Alliance Agreement between Sucampo Pharmaceuticals, Inc., Sucampo Pharma, LLC, and R-Tech Ueno, Ltd.; What is the governing law for this contract?
Answer: The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Is there an anti-assignment clause in this contract?
Answer: Neither you nor any of the Owners may make any Transfer or permit any Transfer to occur without obtaining our prior written consent.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Are the licenses granted under this contract non-transferable?
Answer: The non- exclusive rights granted to Investor under this Article 3.02 do not include the right to grant sublicenses to Third Parties.
Such reserved non-exclusive license shall be solely for use by the Company and its Affiliates and shall not be transferable to any Third Party, except in connection with a merger, consolidation, or the sale or transfer of substantially all of the Company's assets associated with the performance of this IP Agreement.
Such rights to Investor Improvements shall be solely for use by the Company and its Affiliates and shall not be transferable to any Third Party, except in connection with a merger, consolidation, or the sale or transfer of substantially all of Company's assets associated with performance under this IP Agreement.
Such rights to Joint Improvements shall be solely for use by the Company and shall not be transferable to any Third Party except in connection with a merger, consolidation, or the sale or transfer of substantially all of Company's assets associated with performance under this IP Agreement.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding paragraphs 4A, 4B and 4C above, CONSULTANT shall be entitled to endorse and play the [*****]. The parties expressly  agree that CONSULTANT may  permit [*****] the use of CONSULTANT'S  name and/or likeness in [*****] print and/or television advertisement provided that this is executed in a manner consistent with [*****] past  [*****] advertising practice using similarly situated professional golfers  with competing golf club endorsement agreements that include [*****].
Notwithstanding  paragraphs 4A, 4B and 4C above, CONSULTANT  shall not be required to wear ADAMS  GOLF [*****] in [*****] ads.
(It is expressly understood by the parties that CONSULTANT may play [* ****] clubs in the bag other than ADAMS GOLF clubs including, but not limited to, a putter by a manufacturer other than ADAMS GOLF but may not endorse those clubs and/or putter.)
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; What are the insurance requirements under this contract?
Answer: On or prior to the date of this Agreement or TF's election to the Board of Directors at the Annual Meeting, as applicable, the Company shall have (x) nominated TF for election to the Board of Directors at the Annual Meeting, (y) entered into an Indemnification Agreement with TF as the Director Designee and (z) taken all necessary action for TF to be covered by the Company's existing directors' liability insurance policy.
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; What licenses are granted under this contract?
Answer: Company grants to Investor, for the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) under the Patents to practice the methods therein described and claimed and to make and have made, use, offer to sell, sell and import products made using such methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.
Company further grants to Investor, during the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) to use the Technical Information to practice the methods described and claimed in the Patents and to make and have made, use, offer to sell, sell and import products made using the methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.
If the Option is exercised before the expiration of the Option Period, the license grants set forth in Articles 3.00 and 3.01 will become exclusive to Investor for a perpetual term, shall not be subject to a licensing fee, the granted licenses in favor of the Investor shall be deemed fully paid-up, and the rights granted to Investor under Articles 3.00 and 3.01 shall include the right to grant sublicenses to Third Parties.
The licenses granted in Articles 3.01 to 3.04 of this IP Agreement are subject to a reserved non-exclusive license in the Company to practice the methods described and claimed in the Patents and to make, have made, use, offer to sell, sell and import rare earth products made using such methods, and to use the Technical Information to practice the methods described and claimed in the Patents for such purposes. Such reserved non-exclusive license shall be solely for use by the Company and its Affiliates and shall not be transferable to any Third Party, except in connection with a merger, consolidation, or the sale or transfer of substantially all of the Company's assets associated with the performance of this IP Agreement.
Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Investor Improvement and any patent claiming such Investor Improvement, solely for use in rare earth mineral processing and rare earth separation, to make and have made, use, offer to sell, sell and import products made using the Investor Improvements.
Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Joint Improvement and any patent claiming such Joint Improvement solely for use in rare earth mineral processing and rare earth separation.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What happens in the event of a change of control of one of the parties in this contract?
Answer: You may not permit the Franchised Business to be operated, managed, directed, or controlled by any other person without our prior written consent.
The Owners may not enter into any shareholders' agreement, management agreement, voting trust or other arrangement that gives a third party the power to direct and control your affairs without our prior written consent.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; How is intellectual property ownership assigned in this contract?
Answer: Subject to the terms and conditions of this Agreement, following registration of the Product Trademark(s) by Array in the Ono Territory pursuant to Section 12.3 below, Array shall assign, and shall cause its Affiliates to assign, to Ono all rights to the Product Trademark(s) so registered in the Ono Territory at Ono's cost and expense, in each case solely for the purpose of Commercializing the Products in the Ono Territory in accordance with this Agreement.
Ono shall assign (or cause to be assigned) to Array or its designee, at Array's cost, except in case of termination by Array pursuant to Section 13.3 or 13.4 or by Ono pursuant to Section 13.2, in which case the expenses will be borne by Ono, (or to the extent not so assignable, Ono shall take all reasonable actions to make available to Array or its designee the benefits of) all Regulatory Filings for the Product in the Ono Territory, including any such Regulatory Filings made or owned by its Affiliates and/or Sublicensees.