orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; What are the audit rights under this contract?
Answer: Should             these results differ to those provided by Client's server by more             than 10%, Client may, once per quarter during Excite's regular             business hours and at Client's sole expense, review these records to             verify the accuracy and appropriate accounting of XXXXXXXXX             delivered pursuant to the Agreement.
In addition, Excite may, upon no less             than thirty (30) days prior written notice to Client, cause an             independent Certified Public Accountant to inspect the records of             Client reasonably related to the calculation of such payments during             Client's normal business hours.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Is there a covenant not to sue included in this contract?
Answer: During the Term of this Agreement and after its expiration or termination, you agree not to directly or indirectly contest, or aid in contesting, the validity or ownership of the Proprietary Marks or take any action detrimental to our rights in the Proprietary Marks.
To accept the validity of the Proprietary Marks as they exist now and in the future and agree that you will not contest the validity of any of the Proprietary Marks at any time;
You and all Owners must execute a general release, in a form satisfactory to us, of all claims against us and our past, present and future affiliates, officers, directors, shareholders, agents and employees.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Does this contract include any revenue or profit-sharing arrangements?
Answer: Royalties will be payable by ArTara on Net Sales of Product in the Indication. ArTara will, no later than […***…] following the close of each calendar quarter, pay tiered Royalties based on annual Net Sales of Product in the Indication as set forth below:

Annual Net Sales of Product for the Indication Annual Royalty Rate Percent Net Sales

$0 - $25,000,000 1.75%

>$25,000,000 - $50,000,000 2.25%

>$50,000,000 2.50%
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; What is the expiration date of this contract?
Answer: This Agreement shall be effective as of the Effective Date and unless terminated earlier by mutual written agreement of the Parties or pursuant to Section 9.2 (Termination At Will) or Section 9.3 (Termination for Cause) below, the term of this Agreement shall continue in effect until Achaogen ceases development and commercialization of Plazomicin ("Term").
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Is there a cap on liability under this contract?
Answer: Each of us waives any right to or claim of punitive, exemplary, multiple, or consequential damages against the other in litigation and agrees to be limited to the recovery of actual damages sustained.
Any and all claims and actions arising out of or relating to this Agreement, the relationship between you and us, or your operation of the Restaurant, brought by any party hereto against the other, must be commenced within one (1) year from the occurrence of the facts giving rise to such claim or action, or, it is expressly acknowledged and agreed by all parties, such claim or action will be irrevocably barred.
Question: Consider the Strategic Alliance Agreement between Turnkey Capital Inc. and Seminole Indian Company; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: TKCI will have First Right of Refusal with regard to any sale or disposition of any part or the whole of companies or projects developed in relationship with this alliance.
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; What licenses are granted under this contract?
Answer: c)    Each party hereby grants to the other a non-exclusive, limited             license to use its trademarks, service marks or trade names only as             specifically described in this Agreement.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; What is the governing law for this contract?
Answer: This Agreement is subject to and governed by the laws of the State of Delaware, U.S.A. (without regard to conflict of law principles).
Question: Consider the Strategic Alliance Agreement between Turnkey Capital Inc. and Seminole Indian Company; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the State of Florida.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; What is the governing law for this contract?
Answer: This Agreement shall be governed by and       construed in accordance with the laws of the State of California without       regard to conflict of law principles.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Is there an anti-assignment clause in this contract?
Answer: No Party may assign any rights under this Agreement or delegate any duties hereunder without the prior written consent of the other Party.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; What is the expiration date of this contract?
Answer: The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Is there a minimum commitment required under 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.
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. In the event that Excite             has not delivered XXXXXXXXXXXXXXXXXXXXX clickthroughs to the Client





            Site by end of the additional four-month period, Client may             terminate this Agreement immediately upon delivery of written notice             to Excite.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What are the audit rights under this contract?
Answer: We have the ongoing right to inspect any proposed supplier's facilities and to test samples of the proposed products or services.
We reserve the right to reinspect the facilities and products of any approved supplier and to revoke approval if we find that the supplier fails to meet any of our then-current criteria.
We have the right, at any time during normal business hours: (i) to conduct inspections of the Franchised Business; (ii) to interview your employees, work crews, and customers; and (iii) to review your business records, including those maintained electronically or off premises.
To permit us or our representatives to inspect your operations to assure that you are properly using the Proprietary Marks;
You agree to submit financial and operational reports and records and documents to us at the times and in the manner specified in the Manual or other written instructions.
If we request in writing, you agree that your financial institution is authorized to send us a monthly statement of all activity in the designated account (and such other reports of the activity in the operating account as we reasonably request) at the same time as it sends such statements to you.
We have the right, both during and after the Term of this Agreement, to inspect, copy and audit your books and records, your federal, state and local tax returns, and any other forms, reports, information or data that we may reasonably designate.
We may conduct the examination or audit at our offices or those of a third-party, in which case we may require you to send us your records.
If Gross Revenues have been understated by more than 2% for the period covered by the examination or audit, you must also: (1) reimburse us for the full reasonable cost of the examination or audit, including, travel, lodging, meals, and wages of our representatives and the legal and accounting fees of any attorneys or independent accountants we use for the examination or audit; and (2) at our request, thereafter provide us with periodic audited financial statements.
In order to preserve the goodwill of the System following termination, we (or our designee) have the right to enter the Premises (without liability to you, your Owners, or otherwise) for the purpose continuing the Franchised Business' operation and maintaining the goodwill of the business.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Richard Smith, MD will be given first consideration as a principal investigator for all new Product or Product- related clinical studies, in addition to other sites provided final site selection will be based on the best interest of the Project.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; What licenses are granted under this contract?
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.
Question: Consider the Strategic Alliance Agreement between Turnkey Capital Inc. and Seminole Indian Company; What is the expiration date of this contract?
Answer: The term of this Agreement is twenty-four (24) months.
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Does this contract include any revenue or profit-sharing arrangements?
Answer: Separate and apart from the sponsorship and advertising fees paid             for the XXXXXXXXXXXXXXXXXXXXXXXXXX detailed above in Sections 7(a)             and 7(b), Client will pay Excite a variable revenue share to be             calculated based on sales, excluding any and all amounts collected             for sales tax, shipping and handling charges, and credits for             returned goods and/or services, Client derives from visits to the             Client Site via links from the promotional placements and             advertising on the Excite Site described in Sections 1 - 5.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Are the licenses granted under this contract non-transferable?
Answer: You have no right to sublicense either the Proprietary Marks or the System to anyone else;
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may be terminated by ArTara upon thirty (30) days prior written notice to University.
Either Party may terminate the Project and all commitments and obligations with respect thereto, subject to Section 8.3 herein, upon thirty (30) days written notice to the other Party.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What is the duration of any warranties provided in this contract?
Answer: In the event that Array reasonably objects to a proposed usage of the Product Trademark(s), it shall give written notice of such objection to Ono within sixty (60) days of receipt of such sample, specifying the way in which such usage of its Product Trademark(s) fails to meet the style, usage or quality standards for the Product or Product Trademark set forth in the first two sentences of this Section 12.4(c).
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Is there a cap on liability under this contract?
Answer: UNLESS EXPRESSLY PROVIDED HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES BE LIABLE UNDER THIS AGREEMENT FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY UNDER THIS AGREEMENT, OF ANY KIND WHATEVER AND HOWEVER CAUSED, AND WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, AND EVEN IF FORESEEABLE OR SUFFERED IN CIRCUMSTANCES WHERE A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; Does this contract include any volume restrictions?
Answer: During  the term of this Agreement, CONSULTANT  shall make himself available on not more than [*****]  days for television and radio commercials, photo shoots, modeling and  promotional appearances compatible with CONSULTANT'S  own practice, play and personal time requirements.
Question: Consider the Strategic Alliance Agreement between Sucampo Pharmaceuticals, Inc., Sucampo Pharma, LLC, and R-Tech Ueno, Ltd.; Are there any third-party beneficiaries designated in this contract?
Answer: It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement, in whole or in             part, without the other party's written consent (which will not be             unreasonably withheld), except that no such consent will be required             in connection with (i) a merger, reorganization or sale of all, or             substantially all, of such party's assets or (ii) either party's             assignment and/or delegation of its rights and responsibilities             hereunder to a wholly-owned subsidiary or joint venture in which the             assigning party holds an interest. Any attempt to assign this             Agreement other than as permitted above will be null and void.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What licenses are granted under this contract?
Answer: We grant you the right, and you accept the obligation, to use the Proprietary Marks and the System to operate one Restaurant (the "Franchised Business") at the Premises, in accordance with the terms of this Agreement.
If, following the Test, we determine that we will approve the tested item, then for so long as we deem that item to be an "approved item" under this Agreement, you will have the right to use that item under the terms of this Agreement; and we will have the right to use and market that item as we see fit, including but not limited to use in our own Restaurants as well as that of other licensees and franchisees, without compensation to you.
All data pertaining to, derived from, or displayed at the Franchised Business (including without limitation data pertaining to or otherwise about Franchised Business customers) is and shall be our exclusive property, and we hereby grant you a royalty-free non-exclusive license to use that data during the Term of this Agreement.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; Is there a minimum commitment required under this contract?
Answer: "MANDATORY PRODUCTS" shall mean the following ADAMS GOLF PRODUCTS  that CONSULTANT must exclusively play/use in all Champions/Senior Professional Golf Association (SPGA) and Professional Golf Association (PGA) events at all times:

[***** ]  Confidential Material redacted and filed separately with the Commission.   2





  1.[*****] 2.Sufficient [*****] to maintain total minimum of [*****] ADAMS GOLF  [*****] (includes [*****])[*****] at all times
In each and every calendar year of this Agreement, CONSULTANT shall achieve a satisfactory record of play in a minimum of [* ****] professional golf association events on the SPGA and/or PGA tour (which shall include both the PGA and SPGA Tour Skins Games). If for any reason, CONSULTANT should achieve a satisfactory record of play in less than [*****] SPGA and/or PGA tour events in a calendar year, he shall repay ADAMS GOLF an amount per event for each event under [*****] achieved in the given calendar year as follows:

The agreed upon repayment amount per event per calendar year:

1.  Year 1. $[*****] 2.  Year 2 $[*****] 3.  Year 3 $[*****] 4.  Year 4 $[*****] 5.  Year 5 $[*****]
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Does this contract include an exclusivity agreement?
Answer: University hereby grants to ArTara an exclusive license to use the Program Data solely for the Project and in Regulatory Filings in the Field in the Territory.
University hereby grants to ArTara an exclusive Right of Reference to all Program Regulatory Filings by University in support of the Product.
Question: Consider the Strategic Alliance Agreement between Sucampo Pharmaceuticals, Inc., Sucampo Pharma, LLC, and R-Tech Ueno, Ltd.; Is there a cap on liability under this contract?
Answer: The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall […***…] for such claims until the […***…] of the […***…] shall […***…] of the […***…] by the […***…] of all of the […***…] and […***…] of […***…], in which case the Indemnifying Party shall be liable only for the […***…] of the [… ***…] of the […***…] by the […***…] of all of the […***…] and […***…] of […***…], and (ii) the Indemnifying Party's […***…] for [… ***…] shall not […***…] of the […***…] by the […***…] of all of the […***…] and […***…] of […***…].
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the State of Iowa.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; How is intellectual property ownership assigned in this contract?
Answer: If you wish to test market an item that we have not approved, then, so long as we have given you our prior written approval, you may do so for so long, and on such terms, that we mutually agree upon (a "Test"), and the item so tested, and all associated formulae, plans, and materials, will become our property.
The Customer List is, and remains, our exclusive property, you hereby assign to us all rights you now have or hereafter may acquire in the Customer List.
You agree that all data that you collect from customers and potential customers in connection with the Franchised Business ("Customer Data") is deemed to be owned exclusively by us, and you also agree to provide the Customer Data to us at any time that we request as you to do so.
All data pertaining to, derived from, or displayed at the Franchised Business (including without limitation data pertaining to or otherwise about Franchised Business customers) is and shall be our exclusive property, and we hereby grant you a royalty-free non-exclusive license to use that data during the Term of this Agreement.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What are the audit rights under this contract?
Answer: Ono shall, and shall require its Affiliates to, permit Array, and/or an authorized representative reasonably acceptable to Ono, to enter the relevant facilities of Ono and its Affiliates during normal business hours and upon reasonable advance notice to inspect and verify compliance with applicable regulatory and other requirements, as well as with this Agreement, with respect to all matters relating to the Product, all Ono Know-How to be provided to Array pursuant to Section 4.7 and the activities generating such Ono Know-How. Such inspection right shall include the right to examine any internal procedures or records of Ono and/or its Affiliates relating to the Product.
Such records will be open for inspection during such three (3) year period by an independent certified public accounting firm of nationally (the US or Japan) recognized standing (the "Auditor"), chosen by Array and reasonably acceptable to Ono for the purpose of verifying the amounts payable by Ono hereunder. Such inspections may be made no more than once each Calendar Year, at reasonable times and on reasonable prior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection.
Inspections conducted under this Section 7.4 shall be at the expense of Array, unless a variation or error producing an underpayment in amounts payable exceeding [ * ] of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered shall be paid by Ono, together with interest on such unpaid amounts at the rate set forth in Section 7.1 above.
It is understood that the foregoing audit rights shall include the right to have the Auditor verify Ono's compliance (and the compliance of its Affiliates and Sublicensees) with the above requirements.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Upon expiration of this Agreement, the licenses granted to Ono under Section 2.1 shall become non-exclusive, fully paid- up, irrevocable, perpetual, royalty free licenses, with sublicensing rights, to Develop, Manufacture, and/or Commercialize the Products in the Ono Territory.
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Is there a non-compete clause in this contract?
Answer: Excite will in "good faith" ensure Client that the above mentioned             banners and promotional placements will be more prominently             presented than any other "competitive retailer's" banners or             promotional placements for the term of the Agreement. For the             purposes of this Agreement, a "competitive retailer" means an             on-line department store comparable to Bloomingdale's, Macy's,             Burdine's, Shopping.com, Chef's Catalog or iQVC.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; Is there an anti-assignment clause in this contract?
Answer: Neither ADAMS GOLF nor CONSULTANT shall have the right to grant sublicenses hereunder or to assign, alienate or otherwise transfer any of its rights or obligations hereunder.