orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; What are the audit rights under this contract?
Answer: JRVS shall be entitled at any time to audit the Distributor's books and records upon reasonable notice in order to confirm the accuracy of the Reports set forth in Section 3.4; provided, that no more than one such audit may be conducted in any three-month period. Any JRVS-elected audit shall be performed at JRVS's own expense during normal business hours; Distributor shall provide reasonable assistance to JRVS for the audit. Additionally, the Distributor shall provide JRVS with its audited financial statements within three (3) months of the end of its fiscal year.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; What is the renewal term for this contract?
Answer: Upon expiration of the Initial Term, this Agreement shall automatically renew for  consecutive one (1) year periods, unless terminated by Reseller within sixty (60) days prior to the expiration of the Initial Term or any renewal term,  as the case may be (the Initial Term and each renewal term, collectively, the "Term").
Question: Consider the Cooperation Agreement between MG Capital Management Ltd., Percy Rockdale LLC, Rio Royal LLC, and HC2 Holdings, Inc. for Board Composition Changes; Is there an anti-assignment clause in this contract?
Answer: No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What is the notice period required to terminate the renewal?
Answer: Unless earlier terminated as provided herein, this Agreement continues in effect for an initial term of seven (7) years ("Initial Term") and will automatically renew for one or more annual periods after the Initial Term (each a "Renewal Term") unless either party gives notice of non-renewal at least one hundred eighty (180) days prior to the beginning of any Renewal Term.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; What licenses are granted under this contract?
Answer: To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); What are the insurance requirements under this contract?
Answer: Each Party shall purchase and maintain, at its own expense, the        following insurance coverages:

    (a)     cargo liability insurance, subject to a combined single limit of                not less than One Hundred Thousand dollars ($100,000.00)                inclusive per occurrence. The other Party shall be named as an                additional insured and the policy shall contain a cross                liability clause;

    (b)     automobile, non-owned automobile, fleet, comprehensive general,                public and property liability insurance with a limit of not less                than Two Million dollars ($2,000,000.00) inclusive of bodily                injury and property damage for any one occurrence arising out of                one (1) cause. The policy shall cover all non-air operations,                non-owned automobile, contractual liability and liability                specifically assumed under this Agreement. The other party shall                be named as an additional insured and the policy shall contain a                cross liability clause;
Each Party shall deliver to the other, prior to commencing to provide        the Services and thereafter, annually, a certificate or certificates of        insurance evidencing that the required insurance coverages as        provided for in paragraph 9.1 are in effect and that each Party shall be        given thirty (30) days prior written notice of cancellation or         expiry of or material change to such insurance coverages.
Each Party shall maintain the insurance coverages provided for in        paragraph 9.1 hereof, in full force and effect during the term of        this Agreement and covenants that nothing shall be done whereby any        policy will be cancelled and shall pay all renewal premiums thereon on or        before the due date and shall forthwith furnish the other Party with        copies of certificates of insurance of such renewals.
Each Party shall ensure that any subcontractor or other party with whom        it contracts in providing the Services shall carry adequate        insurance coverage, but not less than that provided in paragraph 9.1.
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Is there an anti-assignment clause in this contract?
Answer: This  agreement  may  not  be assigned or delegated by Affiliate without  prior  written  consent  from  Network  1.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement, Zynga grants to WPT a non-exclusive, non- assignable, non-sublicensable, royalty-free, paid up, limited worldwide license to use and display Zynga's Licensed Property solely as necessary to perform WPT's obligations under this Agreement and as specifically described on Exhibit A, in any and all media now known or hereafter devised, for the Term (subject to Section 7.e. of Additional Provisions).
Subject to the terms and conditions of this Agreement, WPT grants to Zynga a non-exclusive, non-assignable, non-sublicensable, royalty-free, paid up, limited license in the Territory to use and display WPT's Licensed Property solely as necessary to perform Zynga's obligations under this Agreement and as specifically described on Exhibit A, for the Term.
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, JRVS appoints the Distributor, and the Distributor hereby accepts such appointment, as JRVS'S non-exclusive authorized distributor for sale of the Products to the Customers (other than House Account) in the Territory (as these terms are defined in Section 1.8, above).
Question: Consider the Cooperation Agreement between MG Capital Management Ltd., Percy Rockdale LLC, Rio Royal LLC, and HC2 Holdings, Inc. for Board Composition Changes; Is there a non-disparagement clause in this contract?
Answer: Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, "Representatives"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the "Promotion Fee") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].
In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts. If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the "Credit Amount") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; What is the expiration date of this contract?
Answer: The term of this Agreement shall begin on the Effective Date and continue in effect for a period of five (5) years (the "Initial Term"), unless sooner  terminated in accordance with the provisions set out herein.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What is the renewal term for this contract?
Answer: Unless earlier terminated as provided herein, this Agreement continues in effect for an initial term of seven (7) years ("Initial Term") and will automatically renew for one or more annual periods after the Initial Term (each a "Renewal Term") unless either party gives notice of non-renewal at least one hundred eighty (180) days prior to the beginning of any Renewal Term.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Is there a cap on liability under this contract?
Answer: Such liability shall not exceed the        other Party's contractual liability to its customers. The Parties        acknowledge that their contract of carriage with their customers provides        that liability for loss, damage or delay, including liability for        consequential loss, is limited to Four Dollars and Forty One Cents        ($4.41) per kilogram or Two Dollars ($2.00) per pound unless a higher        value has been declared for insurance purposes.
Notwithstanding anything contained herein to the contrary, the        indemnifying party's liability to the other hereunder shall not        exceed the insurance coverage set out in Section 9.0.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; How is intellectual property ownership assigned in this contract?
Answer: The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the "Works"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.
In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.
Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.
Upon receipt of final payment Contractor shall provide to Company, and will assigns to Company, all right, title and interest to any Works in progress.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Zynga grants to WPT a non-exclusive, non- assignable, non-sublicensable, royalty-free, paid up, limited worldwide license to use and display Zynga's Licensed Property solely as necessary to perform WPT's obligations under this Agreement and as specifically described on Exhibit A, in any and all media now known or hereafter devised, for the Term (subject to Section 7.e. of Additional Provisions).
Subject to the terms and conditions of this Agreement, WPT grants to Zynga a non-exclusive, non-assignable, non-sublicensable, royalty-free, paid up, limited license in the Territory to use and display WPT's Licensed Property solely as necessary to perform Zynga's obligations under this Agreement and as specifically described on Exhibit A, for the Term.
Notwithstanding the foregoing, for each end user that previously downloaded a Zynga game that includes WPT's Licensed Property, and stored such Zynga game within such end user's device, WPT grants a license and right to continue to use, activate, operate, perform, store, use and display that game on the end user's device in perpetuity at no additional charge; provided, however, that Zynga shall use best efforts to offer end users updates to its games which no longer include WPT's Licensed Property after the Term.
Notwithstanding any termination of this Agreement, any Approved Content that includes Zynga's Licensed Property may remain in perpetuity in any media in which such Licensed Property was integrated into during the Term (e.g., televised WPT Tournaments or WPT Invitational Tournaments, social media posts, repurposed integrations for "best of" television programs) or for historical purposes (e.g., reference on WPT's website that Zynga-sponsored tour events took place as part of the tour).
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: If during the term of this Agreement for any renewal of this Agreement (the "Right of First Refusal Period"), Affiliate shall receive (i) any Bona Fide Offer to purchase the revenue due Affiliate under this Agreement  or  Affiliate's company through an asset purchase or merger (in which case  Network  1  shall be subordinate to the Checkfree first refusal right), or (ii) a Bona Fide Offer to acquire or merge with or into Affiliate (in which case Network  1 shall be subordinate to the Checkfree first refusal right), Affiliate shall  immediately  give written notice (the "Offer Notice") to Network 1 of the terms  and  conditions  of the Bona Fide Offer, including without limitation the price.
Network  1  shall  have the exclusive right of first refusal to purchase all  or  any part of the revenue due Affiliate or acquire Affiliate (as the case may  be)  on the same terms and conditions as the Bona Fide Offer.
If Network 1 desires to exercise its rights under this Section it will give written notice to Affiliate  within  15  business  days  of  receipt of the Offer.
Any changes in the terms of the Bona Fide Offer as well as  any  subsequent  Bona  Fide  Offer  received by Affiliate shall require full compliance  by  Affiliate  with  the  procedures  in  this  Section.
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Is there an anti-assignment clause in this contract?
Answer: Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.
Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; Is there a minimum commitment required under this contract?
Answer: The Distributor's single purchase order amount shall be a minimum of five units.
Question: Consider the Reseller Agreement between PivX Corporation and Detto Technologies for Qwik-Fix Pro Distribution; Is there a covenant not to sue included in this contract?
Answer: Detto shall not contest the validity of any of the Property or PivX's exclusive ownership of them.
Question: Consider the Cooperation Agreement between MG Capital Management Ltd., Percy Rockdale LLC, Rio Royal LLC, and HC2 Holdings, Inc. for Board Composition Changes; What is the governing law for this contract?
Answer: THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What is the expiration date of this contract?
Answer: Unless earlier terminated as provided herein, this Agreement continues in effect for an initial term of seven (7) years ("Initial Term") and will automatically renew for one or more annual periods after the Initial Term (each a "Renewal Term") unless either party gives notice of non-renewal at least one hundred eighty (180) days prior to the beginning of any Renewal Term.
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); What are the audit rights under this contract?
Answer: Either Party shall have the right to request the other to provide,        through an auditor agreed to by the Parties, validation of the        information and data referred to herein.
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Is there an anti-assignment clause in this contract?
Answer: Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there a minimum commitment required under this contract?
Answer: Zynga will pay WPT three million U.S. dollars ($3,000,000) per year according to the following schedule (which the parties may alter upon mutual agreement) (the "Annual Minimum Guarantee"): a. Within thirty (30) days of executing this Agreement: $1.5M b. July 1, 2018: $1.5M c. January 1, 2019: $1.5M d. July 1, 2019: $1.5M e. January 1, 2020: $1.5M f. July 1, 2020: $1.5M
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Is there a clause preventing the solicitation of customers in this contract?
Answer: Affiliate shall not, without the express written consent of  Network  1: i.           Contact  or  otherwise  deal directly with, VISA, MasterCard or the Member  Bank;  or ii.     Make  any representations with respect to Network 1, VISA, MasterCard or the  Member  Bank;  or iii.     Make  contact  with  or  contract  with  any vendor of Network 1 or its subsidiaries  including other Affiliate's, direct sponsored ISO/MSP's of Network 1/Member  Bank,  or  any merchants currently processing with Network 1 or Member Bank.
Additionally, upon termination of this contract for any  reason, all merchants recruited by Affiliate on behalf of Network 1 for any product  offered  through  Network  1,  Affiliate  shall  not approach, rewrite, pursue,  or  contract  with any current client for the purpose of obtaining said client as a new customer for Affiliate or any competing entity the Affiliate may be  in  contract  with.