orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Is there a cap on liability under this contract?
Answer: The exclusive remedy of either party in a claim against the other under this Agreement shall be the recovery of its direct damages. In no event shall either party be liable to the other for the recovery of any special, indirect or consequential damages even if the defendant party had been advised of the possibility of such damages including but not limited to lost profits, lost revenues, failure to realize expected savings, loss of data and loss of use.
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; What are the audit rights under this contract?
Answer: WPD shall, and shall cause its respective affiliates, to permit CNS and its respective designated representatives, at reasonable times and upon reasonable prior notice to such parties, to review the books and records of WPD and any of its affiliates and to discuss the affairs, finances and condition of such party and any of its affiliates with the officers of such entities and any of their affiliates in relation to their compliance with this section, as applicable.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Are there any services to be provided after the termination of this contract?
Answer: If this Agreement is terminated by Sparkling, due to Garman's default, the license herein granted shall continue, but shall be converted to a perpetual license pursuant to which Sparkling shall not be required to pay any further fees to Garman hereunder, and Garman shall immediately return all fees paid under this Agreement for services





not yet rendered.
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: Consultant will not, during the Term, and for a period of one (1) year thereafter, directly or indirectly: (i) solicit, recruit or promote the solicitation or recruitment of any employee or consultant of the Company for the purpose of encouraging that employee or consultant to leave the Company's employ or sever an agreement for services
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Are there any services to be provided after the termination of this contract?
Answer: Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee ("Termination Assistance").
At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.
As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What happens in the event of a change of control of one of the parties in this contract?
Answer: A Transfer shall also be deemed to include a merger or consolidation of Franchisee  with  any  other  entity,  the  issuance  of  additional  securities representing,  or convertible into, an Ownership  Interest in Franchisee and any Transfer as a result of death  (subject to this Section),  divorce,  insolvency, corporate or  partnership  dissolution  proceedings or otherwise by operation of law.
If Franchisee desires to assign his rights under the Franchise to a new franchisee,  Franchisee  (Assignor of the  Franchise),  agrees to pay to Pretzel Time a transfer  fee equal to the  greater of SIX  THOUSAND  TWO  HUNDRED  FIFTY DOLLARS  ($6,250.00) or the then current  transfer fee being paid by franchisees upon the assignment, gift, bequeath or transfer of ownership of the Franchise to cover administrative costs and expenses.
Franchisee shall                   furnish  Pretzel  Time at the  time of the  execution  of this                   Agreement or of assignment to the  corporation  or partners of                   Franchisee, a written agreement stating that no stockholder or                   partner  will  sell,  assign  or  transfer  voluntarily  or by                   operation  of law  any  securities  of  Franchisee,  or  other                   ownership  interest  in  Franchisee,  to any  person or entity                   other than existing shareholders or partnership, to the extent                   permitted  hereunder,  without  the prior  written  consent of                   Pretzel Time.
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; Does this contract include any revenue or profit-sharing arrangements?
Answer: "Development Fee" means 50% of the Net Sales for any Development Products in the Development Territory.
The first Development Fees payment shall be due forty-five days after the end of the Calendar Quarter in which the first Sale of a Development Product took place. Thereafter, WPD shall furnish to CNS Development Fees no later than forty-five days after the end of each Calendar Quarter for the Sale of Development Products through the end of such Calendar Quarter and shall further furnish CNS with a written statement setting forth an accounting showing the calculation of the Development Fees.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Garman hereby grants to Sparkling, a perpetual, fully paid, non-exclusive license entitling Sparkling to use and reproduce the Codes deposited with it pursuant to Section (a) to change, update, add to, or substitute the Codes, the Software or any part thereof, limited to Sparkling's needs for the use and improvement of the Software or Sparkling's operations, provided that Sparkling shall only be entitled to utilize such license if Sparkling terminates this Agreement pursuant to Section 17(c) due to Garman's default, or if Garman ceases to support the Software as required pursuant to this Agreement.
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; 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 California excluding that body of law pertaining to conflict of laws, except with respect to issues governed by the copyright laws of the United States.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Are the licenses granted under this contract non-transferable?
Answer: M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:

     A.   M&I ceases to do business or refuses to provide the Services to Customer; or

     B.   A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Are the licenses granted under this contract non-transferable?
Answer: Garman hereby grants to Sparkling, for the use of Sparkling and affiliated companies of Sparkling operating at Authorized Locations, a non-transferable and non-exclusive licence to use: (i) the Software, safely in executable object code format, at each AS400 at each of the Authorized Locations; and (ii) the Documentation.
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; What is the expiration date of this contract?
Answer: Either party may terminate this agreement after 3 years following the effective date.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What licenses are granted under this contract?
Answer: M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:

     A.   M&I ceases to do business or refuses to provide the Services to Customer; or

     B.   A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; What is the governing law for this contract?
Answer: This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Texas.
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; What is the expiration date of this contract?
Answer: The term of this Agreement will commence on the Effective Date and remain in full force and effect until the expiration of the Sublicense Agreement, unless earlier termination by pursuant to the terms of this Agreement ("Term").
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Can this contract be terminated for convenience, and under what conditions?
Answer: Pretzel  Time  reserves  the right to  suspend  contributions/fees  and operations of the  Advertising  Fund for one or more  periods,  and the right to terminate the  Advertising  Fund, upon thirty (30) days' prior written notice to Franchisee.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What licenses are granted under this contract?
Answer: Garman hereby grants to Sparkling, for the use of Sparkling and affiliated companies of Sparkling operating at Authorized Locations, a non-transferable and non-exclusive licence to use: (i) the Software, safely in executable object code format, at each AS400 at each of the Authorized Locations; and (ii) the Documentation.
Garman hereby grants to Sparkling, a perpetual, fully paid, non-exclusive license entitling Sparkling to use and reproduce the Codes deposited with it pursuant to Section (a) to change, update, add to, or substitute the Codes, the Software or any part thereof, limited to Sparkling's needs for the use and improvement of the Software or Sparkling's operations, provided that Sparkling shall only be entitled to utilize such license if Sparkling terminates this Agreement pursuant to Section 17(c) due to Garman's default, or if Garman ceases to support the Software as required pursuant to this Agreement.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What are the insurance requirements under this contract?
Answer: Subcontractor shall obtain at its own cost and expense and maintain the insurance in full force and effect during the term of the Agreement as required herein. A copy of the (i) certificate(s) of insurance and (ii) endorsements, acceptable to EDGE, shall be submitted to EDGE prior to commencement of any Work and renewals or replacements of such certificates shall be so delivered at least 30 days prior to the expiration or termination of each such policy. A copy of the insurance policies shall promptly be made available to EDGE upon EDGE' request. Subcontractor expressly acknowledges while EDGE retains the right to review the insurance provided by Subcontractor and' Lower-tier Subcontractors, EDGE is not obligated to perform such review.
EDGE's acceptance of or failure to object to the submitted documents does not constitute approval of coverage that is not in compliance with this Agreement or as acceptance or affirmation of the adequacy or applicability of such insurance.
Commercial General Liability Insurance providing the limits of coverage written on an occurrence basis, in no event less than $1,000,000 combined single limit and $2,000,000 in the aggregate for personal and bodily injury and death arising therefrom and Broad Form property damage arising out of any one occurrence in connection with the Work or any part thereof, which insurance shall include coverage with the same minimum limits for contractual liability and completed operations liability. General Liability and Umbrella/Excess Liability policies must have "per location or per project" aggregates.
Motor Vehicle Insurance covering bodily injury, death of a person or property damage arising out of the ownership, maintenance or use of any motor vehicles in an amount not less than $1,000,000 combined single limit for personal and bodily injury and death.
Workers' Compensation Insurance as required by state law where the Work is performed. Employer Liability insurance with limits of at least $1,000,000 for each occurrence.
Umbrella/Excess Liability with limits of not less than $5,000,000 in excess of all the above-referenced Commercial General Liability, Employer's Liability and Business Auto Liability, except the following Subcontractor classifications will have limits of not less than the following: HVAC $2,000,000, Landscaping and Fencing $1,000,000. Such Umbrella/Excess Liability policies shall follow form to the terms and conditions of the underlying coverages and shall include a drop down feature in the event any underlying limits are exhausted.
EDGE and Mediacom, LLC shall be named as an additional insured.
All insurance must be written on an "occurrence" basis.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Is there a non-disparagement clause in this contract?
Answer: Franchisee  agrees to refrain from any business or advertising  practice which may be injurious to the business of Pretzel Time and the goodwill associated with the Marks and other Pretzel Time Units.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Can this contract be terminated for convenience, and under what conditions?
Answer: Sparkling may terminate this Agreement at any time upon ninety (90) calendar days written notice to Garman.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What is the duration of any warranties provided in this contract?
Answer: If within one (1) year from the date of completion of Work acceptance, or within one (1) year from the completion of all other work or services and acceptance by EDGE (or within any longer materials warranty period as set forth above), any defects exists or arise, then in each case upon receipt of notice of such defect, Subcontractor shall (unless EDGE chooses another remedy) promptly cause such defect(s) to be repaired or remedied at Subcontractor's sole cost and expense, including but not limited to the costs of transportation, uncovering, removal, disposal, replacement, correction, installation and covering.
These warranties extend to the future performance of the materials and shall continue for the longer of (a) the warranty period applicable to EDGE' sales to Customer of the material or of products which incorporate the material, (b) one year after the material is accepted by EDGE or (c) such greater period as may be specified elsewhere in this Agreement. Repaired and replacement material shall be warranted as set forth above in this clause.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What are the insurance requirements under this contract?
Answer: Aimmune shall procure and maintain insurance, including clinical trials insurance and product liability insurance, adequate to cover its obligations hereunder and which is consistent with normal business practices of prudent companies similarly situated at all times during which the Product is being clinically tested in human subjects or commercially distributed or sold by Aimmune pursuant to this Agreement; provided, that any such clinical trials insurance coverage shall, prior to the First Commercial Sale of a Product, in no event be less than [***] Dollars ($[***]) per loss occurrence, and product liability insurance coverage shall, after such First Commercial Sale, in no event be less than [***] Dollars ($[***]) per loss occurrence.
Aimmune shall provide Xencor with written evidence of such insurance prior to commencement of this Agreement and upon expiration of any one coverage. Aimmune shall provide Xencor with written notice at least [***] ([***]) days prior to the cancellation, nonrenewal or material change in such insurance or self-insurance which materially adversely affects the rights of Xencor hereunder.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What happens in the event of a change of control of one of the parties in this contract?
Answer: If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Is there a clause preventing the solicitation of customers in this contract?
Answer: Neither  Franchisee  nor any of its Owners shall divert or attempt to divert any business or any customers of any Pretzel Time Unit to any  Competitive  Business or employ or seek to employ any  person who is  employed  by Pretzel  Time,  its Affiliates  or a franchisee  of Pretzel Time nor induce or attempt to induce any such person to leave said  employment  without the prior written consent of such person's employer.
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Is there a cap on liability under this contract?
Answer: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.4 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 11.1 or 11.2, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 12.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the term of this Agreement and for a period of one year thereafter, both parties agree not to hire or allow its respective affiliates to hire any employee of the other party, or any person who was an employee of the other party during the previous six months and who was directly involved in the provision of services under this Agreement.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Can this contract be terminated for convenience, and under what conditions?
Answer: M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer.
Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee ("Termination for Convenience Fee") in an amount equal to REDACTED of the Estimated Remaining Value.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Does this contract include an exclusivity agreement?
Answer: Except as  otherwise  provided  in this  Agreement  and  provided  that Franchise  is in full  compliance  with  this  Agreement,  Pretzel  Time and its Affiliates  will  not  during  the  term  of this  Agreement  operate  or  grant franchises  for the operation of Pretzel Time Units within the  Territory  other than the Franchise granted to Franchisee pursuant to this Agreement.
Franchisee  also  acknowledges  that Pretzel Time has granted the Franchise to  Franchisee  in  consideration  of and reliance  upon  Franchisee's agreement to deal  exclusively  with Pretzel Time.
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What are the audit rights under this contract?
Answer: As set forth in the Exhibit, EDGE shall have the opportunity to review and inspect all elements of the Work in a reasonable manner.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of Nova Scotia and the laws of Canada applicable in Nova Scotia.