orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: We have the right, exercisable within thirty (30) days after receipt of the notice specified in Section 14.2 [No Transfer without Our Prior Written Consent], to send written notice to you that we intend to purchase the interest proposed to be Transferred. We may assign our right of first refusal to someone else either before or after we exercise it.
If the Transfer is proposed to be made pursuant to a sale, we or our designee may purchase the interest proposed to be Transferred on the same economic terms and conditions offered by the third-party.
Any material change in the terms of the offer from a third-party after we have elected not to purchase the seller's interest will constitute a new offer subject to the same right of first refusal as the third party's initial offer.
Closing of the Transfer must occur within 60 calendar days of our election (or such longer period as applicable law may require); otherwise, the third-party's offer will be treated as a new offer subject to our right of first refusal.
You agree that, at our option, you will sell to us any or all your assets used to operate the Franchised Business (including equipment, fixtures, furnishings, Delivery Vehicles, supplies, and inventory) that we ask in writing to purchase. 16.2.1. The purchase price for such items will be equal to your depreciated cost (determined below) or fair market value, whichever is less. The cost will be determined based upon a five (5) year straight-line depreciation of original costs. For equipment that is five (5) or more years old, the parties agree that fair market value will be deemed to be ten percent (10%) of the equipment's original cost. The fair market value of tangible assets must be determined without reference to good will, going-concern value, or other intangible assets. Page 32 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015





16.2.2. We may exercise this option by delivering a notice of intent to purchase to you within 30 days after the expiration or termination of this Agreement. During that 30-day period, you agree not to dispose of, transfer, or otherwise hinder our ability to exercise our rights with respect to your assets. 16.2.3. If we exercise our option to purchase, we may setoff all amounts due to us under this Agreement and the cost of the appraisal (if any), against any payment due to you. 16.2.4. If we do not exercise our rights to purchase your Delivery Vehicle(s), you must immediately make such modifications or alterations to the Delivery Vehicle(s) that may be needed to remove any Proprietary Marks and to otherwise distinguish the appearance of the vehicle(s) from those used by other Restaurants.
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; Are there any services to be provided after the termination of this contract?
Answer: The Company agrees that, in the event it exercises its rights under this Section 6.4(c), it shall (i) promptly notify the Farids Group of the termination or expiration of any Suspension Period, (ii) within thirty (30) days after delivery of the notice referred to above (unless a longer period is consented to by the Farids Group), resume the process of filing or request for effectiveness, or update the suspended registration statement, as the case may be, as may be necessary to permit the Farids Group to offer and sell its Registrable Securities in accordance with applicable Law and (iii) if an Eligible Registration Statement that was already effective had been suspended as result of the exercise of such rights by the Company, promptly notify the Farids Group after the termination or expiration of any Suspension Period of the applicable time period during which the Eligible Registration Statement is to remain effective, which shall be extended by a period of time equal to the duration of the Suspension Period.
(a) Each of EA, Farids and the Company shall not, and shall cause their respective controlled Affiliates to not, either directly or indirectly solicit, hire, or contract with any of the employees of the other party or its Affiliates during the Term (as defined in the Exclusive Supplier Operating Agreement) and for one (1) year following the termination or expiration thereof; provided that this Section 8.9(a) shall not apply with respect to any such employee who employment with the other party and its Affiliates has been terminated for a period in excess of nine (9) months.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; What is the governing law for this contract?
Answer: This Agreement shall be governed and construed according to the laws of the State of Kansas.
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to drkoop.com a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the "Sponsor Marks") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that drkoop.com shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld.
Subject to the terms and conditions hereof, drkoop.com hereby represents that it has the power and authority to grant, and does hereby grant to Sponsor a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to drkoop.com and, solely as allowed pursuant to this Agreement, to the Dr. C. Everett Koop name (collectively, the "drkoop.com Marks") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that Sponsor shall, other than as specifically provided for in Section 4.4 of this Agreement, not make any specific use of any drkoop.com Marks without first submitting a sample of such use to drkoop.com and obtaining its prior consent, which consent shall not be unreasonably withheld.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; How is intellectual property ownership assigned in this contract?
Answer: Investor shall own all right, title and interest in any Improvement made jointly by Company and Investor ("Joint Improvements") during the term of this IP Agreement, and Company agrees to and hereby does assign to Investor any right, title and interest it may otherwise have in any Joint Improvement.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Is there a minimum commitment required under this contract?
Answer: Notwithstanding Sections 6.4, 6.5, and 6.6, the Royalty Payment to Array shall not be reduced in any calendar quarter (a) during the Initial Royalty Term to less than [ * ] of the amount due under Section 6.3(a)(i), and (b) during the Secondary Royalty Term to less than [ * ] of the amount due under Section 6.3(a) (ii) (provided that any amounts in excess of the permitted deduction shall be carried forward to the subsequent calendar quarters until exhausted), unless 6.4(b) applies in which case royalty shall be as set forth therein.
Question: Consider the Endorsement Agreement between Tom Watson and Adams Golf, Ltd.; What is the expiration date of this contract?
Answer: The Term of this Agreement shall be for a period of [* ****] years and [*****] months commencing the 1st day of September 2004 and terminating the [*****] day of [*****].
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; Is there an anti-assignment clause in this contract?
Answer: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, that, unless in connection with Permitted Transfers, neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement to any person without the express written consent of the other party hereto and any such assignment or other transfer shall be null and void; provided, further, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to drkoop.com a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the "Sponsor Marks") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that drkoop.com shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld.
Subject to the terms and conditions hereof, drkoop.com hereby represents that it has the power and authority to grant, and does hereby grant to Sponsor a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to drkoop.com and, solely as allowed pursuant to this Agreement, to the Dr. C. Everett Koop name (collectively, the "drkoop.com Marks") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that Sponsor shall, other than as specifically provided for in Section 4.4 of this Agreement, not make any specific use of any drkoop.com Marks without first submitting a sample of such use to drkoop.com and obtaining its prior consent, which consent shall not be unreasonably withheld.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Can this contract be terminated for convenience, and under what conditions?
Answer: We may terminate your right to provide products and services to a Major Account customer at any time by giving you at least 30 days' prior written notice, and you may terminate your right to provide products and services to a Major Account at any time by giving us at least 30 days' prior written notice.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Is there an anti-assignment clause in this contract?
Answer: Any assignment or agreement or other transaction by Company that fails to be in complete compliance with this Article 3.07 or any other provision of this IP Agreement shall be null and void.
Investor will not assign to any Third Party any rights under this IP Agreement not specifically transferable by its terms without the prior written consent of Company, such consent not to be unreasonably withheld.
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; 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 consent will not be unreasonably withheld, except that: (a) a party's rights and obligation hereunder may be transferred to a successor of all or substantially all of the





business and assets of the party regardless of how the transaction or series of related transactions is structured, provided, that the successor party agrees to be bound by all of the terms and conditions of this Agreement; and (b) Sponsor may assign its rights and obligations under this Agreement to any entity (i) which operates the Sponsor Website and (ii) which agrees to bound by all of the terms and conditions of this Agreement.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What is the governing law for this contract?
Answer: This Agreement and the relationship between the parties is governed by and will be construed exclusively in accordance with the laws of the State of Florida (without regard to, and without applying, Florida conflict-of-law rules).
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Does this contract include any revenue or profit-sharing arrangements?
Answer: During the term of this Agreement, Ono shall pay to Array, on a quarterly basis, a royalty on the Net Sales of Products by Ono, its Affiliates or Sublicensees. Such royalty shall be paid quarterly, at the applicable rates set forth in Section 6.3 below, based on the Annual Net Sales of all Products, subject to the adjustments set forth in Sections 6.4 to 6.7 (the "Royalty Payments").
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; What are the insurance requirements under this contract?
Answer: Owner covenants that it will maintain at all times during the Term of this Agreement insurance coverage for sudden and accidental pollution of $500,000,000.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Prior to the earlier of Investor exercising the Option and the expiration of the Option Period, Company will not grant to any Third Party any rights to the Patents or to the Technical Information that extend beyond the expiration of the Option Period.
Notwithstanding the foregoing, if Company elects to abandon any patent application, to not pay maintenance fees or annuities to keep a patent in force, or to otherwise take or fail to take any action that will result in a loss of patent rights, Company shall give Investor at least sixty (60) days prior written notice and an opportunity to take over the prosecution of the patent application that would be abandoned and/or pay the fees necessary to keep the patent in force and/or take any other action necessary to avoid the loss of patent rights.
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; What is the duration of any warranties provided in this contract?
Answer: Owner shall, before and at commencement of each voyage by any vessel under this Agreement, exercise commercially reasonable efforts to ensure that such vessel is seaworthy and in good operating condition, properly manned, equipped and supplied for the voyage, to ensure that the pipes, pumps and coils tight, staunch, are in good operating condition and fit for the voyage, and to ensure that the tanks and other spaces in which product is to be carried are in good operating condition and fit for the carriage and preservation of the same.
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to its laws or rules relating to conflicts of laws.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either Party to any Third Party without the written consent of the other Party hereto; except either Party may assign this Agreement without the other Party's consent to an entity that acquires substantially all of the business or assets of the assigning Party, whether by merger, acquisition or otherwise; provided that the acquiring party agrees in a writing delivered to the non-assigning Party to assume all of the rights and obligations of the assigning Party under this Agreement.
Any assignment of this Agreement in contravention of this Section 18.9 shall be null and void.
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: If the Farids Group determines for any reason not to proceed with any proposed registration requested pursuant to Section 6.1, the Farids Group shall promptly notify the Company in writing.
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What is the renewal term for this contract?
Answer: When this Agreement expires, you will have the option to continue the franchise relationship with us for two (2) additional terms of ten (10) years each.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Can this contract be terminated for convenience, and under what conditions?
Answer: Commencing on the later of (i) [ * ] of the First Commercial Sale of the Binimetinib Product in the Ono Territory, or (ii) [ * ] of the First Commercial Sale of the Encorafenib Product in the Ono Territory, Ono shall have the right to terminate this Agreement, for any reasons by giving [ * ] advance written notice to Array which shall be accompanied by the rationale for such termination.
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; Is there a cap on liability under this contract?
Answer: The foregoing indemnities shall expressly exclude any liability for consequential, punitive, special or similar damages, including, without limitation, lost profits.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Does this contract include an exclusivity agreement?
Answer: If the Option is exercised before the expiration of the Option Period, the license grants set forth in Articles 3.00 and 3.01 will become exclusive to Investor for a perpetual term, shall not be subject to a licensing fee, the granted licenses in favor of the Investor shall be deemed fully paid-up, and the rights granted to Investor under Articles 3.00 and 3.01 shall include the right to grant sublicenses to Third Parties.
Prior to the earlier of Investor exercising the Option and the expiration of the Option Period, Company will not grant to any Third Party any rights to the Patents or to the Technical Information that extend beyond the expiration of the Option Period.
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Does this contract include an exclusivity agreement?
Answer: "The Vitamin Shoppe is the proud exclusive vitamin sponsor of drkoop.com."
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What is the expiration date of this contract?
Answer: This Agreement expires ten (10) years from the Agreement Date (the "Term"), unless it is terminated sooner as provided in other sections of this Agreement.
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; Is there a clause preventing the solicitation of employees in this contract?
Answer: Each of EA, Farids and the Company shall not, and shall cause their respective controlled Affiliates to not, either directly or indirectly solicit, hire, or contract with any of the employees of the other party or its Affiliates during the Term (as defined in the Exclusive Supplier Operating Agreement) and for one (1) year following the termination or expiration thereof; provided that this Section 8.9(a) shall not apply with respect to any such employee who employment with the other party and its Affiliates has been terminated for a period in excess of nine (9) months.
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; What is the governing law for this contract?
Answer: This IP Agreement will be construed in accordance with the substantive laws of the state of New York and of the United States of America.
Question: Consider the Transportation Services Agreement between Martin Operating Partnership L.P. and Midstream Fuel Service LLC; Is there an anti-assignment clause in this contract?
Answer: Neither party shall assign this Agreement without the express written consent of the other party.
Charterer shall not be permitted to sublet the use of any vessels to any third party.
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions of this Agreement, including without limitation Array's retained rights under Section 2.1(e) below, Array hereby grants to Ono an exclusive license, with the right to grant sublicenses as provided in Section 2.2, under the Array Patents, Array Know-How and Array's interests in the Joint Patents and Joint Know- How to Develop the Products in accordance with the Development Plan and Joint Development Plan(s) in the Ono Territory solely for purposes of obtaining Marketing Approval for use of the Product in the Field in the Ono Territory.
Subject to the terms and conditions of this Agreement, Array hereby grants to Ono an exclusive license, with the right to grant sublicenses and appoint distributors as provided in Section 2.2, under the Array Patents, Array Know-How and Array's interests in the Joint Patents and Joint Know-How to Commercialize the Products in the Field in the Ono Territory.
Prior to the [ * ], neither Ono or its Affiliates, nor Array or its Controlled Affiliates, shall Commercialize in the Ono Territory: (i) a product that includes, as an active pharmaceutical ingredient, an agent that is a [ * ] (other than Binimetinib), or (ii) a product that includes, as an active pharmaceutical ingredient, an agent that is a [ * ] (other than Encorafenib), or grant the right to a licensee or distributor to Commercialize in the Ono Territory any of the above described products (each a "Competing Product"). I
Array shall own rights to, and shall be responsible, at its own expense, for registering and maintaining, the Internet domain names listed on Exhibit 12.6 (each of the foregoing, a "Domain Name") and agrees to grant, and hereby grants to Ono a royalty-free, fully paid-up exclusive license to use those particular Domain Names which Ono elects to use (and actually uses) in connection with Ono's commercialization of the Product in the Ono Territory in accordance with this Agreement.
From and after the expiration of this Agreement, Ono shall have the exclusive, fully paid up, royalty- free right to use (i) Product Trademarks assigned to Ono under Section 12.2, and (ii) those Domain Names licensed to Ono under Section 12.6, in each case solely for purposes of, and to the extent necessary, for Ono to continue to Commercialize the Products in the Field in the Ono Territory.