orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the performance of the any of the collaborative efforts set forth in this Agreement, each of ARGO and YEC agrees not to engage in any attempt whatsoever to hire, or to engage as independent contractors, the other's employees or independent contractors during the term of the collaboration and for a period of twelve (12) months following expiration or termination of the collaboration, except as may be mutually agreed in writing.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; Are the licenses granted under this contract non-transferable?
Answer: 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; Are there any services to be provided after the termination of this contract?
Answer: Any Endorsed Products that may have been manufactured by or for Company prior to the termination or expiration of the Contract Period may be sold by Company during the ninety (90) day period next following the date of termination or expiration; provided, however, that Company shall have no such rights unless (a) Company is not in default of any of its obligations hereunder on the date of termination or expiration, (b) within fifteen (15) days after the date of termination or expiration, Company shall furnish to Pey Dirt a written statement of the number and description of Endorsed Products actually in stock on the date of termination or expiration, (c) the quantity of Endorsed Products in stock on the date of termination or expiration is not in excess of a reasonable inventory based upon Company's selling requirements of Endorsed Products during the Contract Period, (d) Company shall continue to pay to Pey Dirt with respect to such sales a royalty at the rates specified herein, and (e) royalties payable pursuant to this section shall be paid within thirty (30) days following the end of each calendar month with respect





to shipments made during such month.
Question: Consider the Transportation Contract between Enterprise Transportation Company and Enterprise Products Operating L.P.; What are the insurance requirements under this contract?
Answer: Carrier shall, at its sole cost and expense, procure and maintain liability insurance with a reputable and financially responsible insurance carrier or carriers properly insuring Carrier against liability and claims for injuries to persons (including injuries resulting in death) and for damage to property in amounts not less than the Minimum Levels of Financial Responsibility for Motor Carriers prescribed by the U. S. Department of Transportation (49 CFR (S)387 et seq.).
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Does this contract include an exclusivity agreement?
Answer: Pursuant to the DA, and subject to its terms, ARGO agreed to appoint YEC as the exclusive distributor of its products in the Territory specified therein, and YEC agreed to market and distribute Argo's products in a professional manner
Question: Consider the Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; Are the licenses granted under this contract non-transferable?
Answer: XC does hereby  grant AJR a limited and  non-transferable  license and  non-exclusive  right to use XC's logo and  trademarks and service marks set forth on Schedule A attached hereto (the "Licensed  Materials")  during the Term of this Agreement.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; What licenses are granted under this contract?
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).
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.; What licenses are granted 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.
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.
In the event a Party divests a business by (a) spinning off a member of its Group by its sale or other disposition to a third party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement or (c) selling or otherwise transferring a line of business to a third party (each such divested entity/line of business, a "Divested Entity"), the Divested Entity shall retain those licenses granted to it under this Agreement provided that the license shall be limited to the business of the Divested Entity as of the date of divestment and the natural development thereof.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; How is intellectual property ownership assigned in this contract?
Answer: Except as otherwise provided herein, all the results of ABG's provision of CELEBRITY'S Services hereunder, including, but not limited to, Materials (but in all cases specifically excluding the Celebrity Endorsement and the Personality Rights), will be deemed a "work made for hire" under the provisions of the United States Copyright Act (17 U.S.C. Sec. 101) and will be owned by PAPA JOHN'S for all purposes. If any Materials created under this Agreement are not legally capable of being a work-made-for-hire under the applicable copyright laws, then all right, title, and interest in such Materials is hereby assigned to Papa John's and CELEBRITY or ABG will execute any documents consistent herewith necessary to perfect such assignment.
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; What licenses are granted under this contract?
Answer: Pey Dirt grants to Company the exclusive right and license to use Manning Identification within the Contract Territory during the Contract Period in connection with the advertisement and promotion by Company of Products in television, radio, print and point of purchase.
Pey Dirt also grants to Company, subject to all of the terms and conditions herein, the non-exclusive right to use the Manning Identification in connection with certain merchandise that may be featured on the back panel of the Endorsed Products packaging, said merchandise to be subject to Pey Dirt's sole and exclusive discretion and approval.
Upon registration of any such trademark, Pey Dirt shall grant to Company a license for the use of such registered trademark on or in connection with the advertisement, promotion and sale of Endorsed Products, which license shall be coextensive and coterminous with the rights granted thereunder with respect to Manning Identification and shall require no increase in the payments set forth but shall contain such additional provisions as Pey Dirt reasonably believes are necessary for the protection of such trademark registered in the name of Manning or Pey Dirt.
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; What is the governing law for this contract?
Answer: This agreement will be governed by and must be construed in accordance with the laws of the State of Israel
Question: Consider the Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; Is there a cap on liability under this contract?
Answer: Notwithstanding  anything herein to the contrary,  AJR's liability under  this  Section  11 shall not exceed One  Hundred  Fifty  Thousand  Dollars ($150,000).
In addition,  AJR's  obligations  under  Section  11(a) above shall survive  for a  period  of one (1)  year  after  the  date  of  this  Agreement.
The  indemnification obligations  described  in Section  11(a),  including  all  limitations  on such obligations, shall be the exclusive remedy of the XC Indemnified Parties for any Losses  resulting from or based upon any breach by AJR of any of its agreements, covenants or obligations  hereunder or the use of any of the Licensed  Materials in a manner that is not permitted hereby.
Question: Consider the Transportation Contract between Enterprise Transportation Company and Enterprise Products Operating L.P.; Is there a cap on liability under this contract?
Answer: In no event shall Carrier be liable for any lost profits or special, indirect or consequential damages.
A claim must be filed with Carrier within     thirty (30) days from the date the shipment in question was delivered, and     (i) contain facts sufficient to identify the shipment (or shipments)     involved (ii) assert the grounds for Carrier's liability for alleged loss,     damage, injury, or delay, and (iii) request payment of a specified or     determinable amount of money.
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; How is intellectual property ownership assigned in this contract?
Answer: In the event that, prior to the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and/or trademarks to be assigned and transferred to Pey Dirt forthwith.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; How is intellectual property ownership assigned in this contract?
Answer: In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Honeywell IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Honeywell Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement, the Parties shall, and shall cause their respective Group members (as applicable) to, execute intellectual property assignments in a form substantially similar to that attached as Exhibit A1 (the "Patent Assignment Agreement"), Exhibit A2 (the "Trademark Assignment Agreement"), Exhibit A3 (the "Copyright Assignment Agreement"), Exhibit A4 (the "Domain Name Assignment Agreement") and Exhibit A5 (the "Invention Disclosure Assignment Agreement") as well as such additional case specific assignments as deemed appropriate or necessary under applicable Laws (collectively, the "Intellectual Property Assignment Agreements") for recordation with the appropriate Governmental Authority.
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; What is the expiration date of this contract?
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 Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; What licenses are granted under this contract?
Answer: XC does hereby  grant AJR a limited and  non-transferable  license and  non-exclusive  right to use XC's logo and  trademarks and service marks set forth on Schedule A attached hereto (the "Licensed  Materials")  during the Term of this Agreement.
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Does this contract include any volume restrictions?
Answer: At least eight (8) "Service Days", including but not limited to:

1. Production days. Up to four (4) production days (defined as a maximum of eight (8) consecutive hours each), with PAPA JOHN'S creative agency.
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; Does this contract include any volume restrictions?
Answer: Anything herein to the contrary notwithstanding, Company shall not have the right to distribute photographs of Manning which are larger than 5" x 7".
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Is there a minimum commitment required under this contract?
Answer: At least eight (8) "Service Days", including but not limited to:

1. Production days. Up to four (4) production days (defined as a maximum of eight (8) consecutive hours each), with PAPA JOHN'S creative agency.

2. Personal appearances. CELEBRITY shall appear at least (each of the following not to exceed six (6) consecutive hours):

(A) One (1) day engaging with franchisees and team members at company-wide event(s);

(B) One (1) day visiting Papa John's Pizza stores, date and locations to be mutually agreed upon by the Parties; and

(C) One (1) day at a community event, date and location to be mutually agreed upon by the Parties.
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; What are the insurance requirements under this contract?
Answer: At the Company's expense, the Company will maintain policies of insurance with insurance companies having a financial strength rating no lower than "A" and a size category not lower than "XII" as rated by the A.M. Best Company, and in amounts which are reasonable and prudent in light of the Company's business, potential liabilities to Allscripts hereunder, and other relevant factors, including the following: (i) Commercial General Liability insurance [***] (ii) Errors and Omissions insurance [***] and (iii) Workers' Compensation insurance with applicable statutory limits.
Allscripts will be named as an additional insured under the foregoing policies, each of which will be primary and non-contributory.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; What is the governing law for this contract?
Answer: Any disputes arising out of or relating to this Agreement, including to its execution, performance or enforcement, shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.
Question: Consider the Transportation Contract between Enterprise Transportation Company and Enterprise Products Operating L.P.; Is there a minimum commitment required under this contract?
Answer: Shipper shall tender to Carrier and Carrier shall transport in a series of shipments not less than 10,000 pounds of Commodities per year.
The weight loaded shall not exceed the maximum weight which may lawfully be transported in Carrier's equipment; provided, however, when the  weight of a shipment is less than the minimum weight specified for the  applicable rate, and the rate provides that in no event will freight charges be  based on less than the minimum weight specified, such minimum weight will apply  for the purpose of computing freight charges.
The charge for furnishing personnel hereunder shall be $20.00 per     person per hour, subject to a minimum charge of $80.00 per person.
Mileage will be computed in accordance    with the provisions of Item 217 (Distances-Method of Computing) from the    closest terminal where suitable equipment is domiciled for the service    requested, subject to a minimum charge of $100.00 per vehicle or unit.
When, at the request of Consignor or Consignee, a tractor is used for    spotting or similar services, at a place designated by the Consignor or    Consignee, a charge of $35.00 per hour, will be assessed, subject to a    minimum charge of $140.00 per tractor.
For liquid bulk commodities, when loading or unloading service is        performed by the Carrier's own equipment, a charge of five cents (5        cents) per 100 pounds when freight charges are in cents per 100 pounds or        $.004 per gallon when freight charges are in cents per gallon, subject to        a minimum charge of $24.00 per load, will be made for loading and/or        stops to partially load and the same charges will be made for unloading        and/or stops to partially unload.
For dry bulk commodities, when loading or unloading service is performed        by the Carrier's own equipment, a charge of seven cents (7 cents) per 100        pounds, subject to a minimum charge or $35.00 per load will be made for        loading and/or stops to partially load and the same charges will be made        for unloading and/or stops to partially unload.
When a vehicle or unit is ordered by a Shipper or Consignee after the vehicle    or unit has been dispatched from Carrier's terminal, a charge of one hundred    twenty-five cents (125 cents) per mile traveled, subject to a minimum charge    of $125.00, will be made for the empty miles traveled in connection with the    order which was cancelled.
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; Is there a minimum commitment required under this contract?
Answer: Pey Dirt has the right to terminate this Agreement immediately if Company's Endorsed Products are not being distributed in the Contract Territory to a significant number of stores by October 1, 1999.
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may be terminated by Honeywell at any time, in its sole discretion, prior to the Distribution; provided, however, that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.
Question: Consider the Transportation Contract between Enterprise Transportation Company and Enterprise Products Operating L.P.; Are there any price restrictions or controls specified in this contract?
Answer: When for Shipper's convenience a trailer is set out at the facilities of the    Consignor or Consignee or any other site designated, a charge of $10.00 per    hour or fraction thereof will apply, subject to a maximum charge of $100.00    per trailer in any consecutive twenty-four (24) hour period.
Question: Consider the Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any of the rights,  duties and obligations  of the parties  hereunder may be assigned or delegated by XC or the AJR, as the case may be,  without the prior  written  consent of the other party hereto.
Any such  assignment or delegation  made without the written consent of the  other  party  hereto  shall  be ab  inito  null and void and of no force or effect.