orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; What are the audit rights under this contract?
Answer: ISO will, at any and all reasonable times, permit SERVICERS' employees, agents, attorneys, auditors, or bank regulators to inspect ISO's place of business to audit its operations for compliance with all Rules, laws, regulations, and directives of any governmental regulatory agency or Bank Card association, all at SERVICERS' expense.
ISO shall make available (whether through public filings or directly) SERVICERS with annual audited financial statements prepared by an independent auditing firm within 90 days of the end of each fiscal year (and shall make available to SERVICERS quarterly financial statements upon request of SERVICERS).
ISO will, at any and all reasonable times, permit SERVICERS' employees, agents and/or auditors to inspect ISO's books and records at SERVICERS' expense prior request and notice and if for a particular need.
Question: Consider the Wireless Content License Agreement between Twentieth Century Fox Licensing & Merchandising and Sorrent, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Each party shall keep accurate and complete books and records as they relate hereto for the greater of three years from the Effective Date or two years from the termination or expiration of the Term.
Notwithstanding Paragraph 15(b), in the event of termination of this Agreement, Licensee shall have a period of ***** from the date of such termination (unless such termination occurs less than ***** prior to the expiration of this Agreement in which case the time period shall be shortened accordingly so as not to exceed the date of expiration) in which to sell-off existing inventory of Wireless Products already in the Distribution Channels ("Sell Off Period").
Upon the expiration of the Sell Off Period, Licensee agrees to destroy all such remaining inventory and confirm same in writing to Fox (and require that any Licensed CSP do the same). Any revenues, credits or other consideration received by Licensee for the Wireless Products during the Sell Off Period will be subject to Licensee's obligation to pay Fox Royalties pursuant to Paragraph 7 above.
In the event of termination or expiration of this Agreement or Licensee's loss of exclusive rights under this Agreement, Fox shall be free to create and exploit, or have a third party create or exploit, wireless products which may be similar to those developed and distributed by Licensee pursuant to this Agreement for the Properties.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Regardless of the term, Licensee can terminate Agreement with at least one hundred eighty (180) days written notice with no further obligation.
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party to this Agreement; provided, however, that Licensor may assign this Agreement to a subsidiary or entity controlling, controlled by or under common control with Licensor.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Is there a minimum commitment required under this contract?
Answer: Licensor agrees that Duval must achieve and maintain Exempt                   Status on the PGA Tour throughout each Contract Year and must                   participate as a player in a minimum of fifteen (15) official                   PGA Tour events each Contract Year (Minimum Annual Performance                   Requirements).
In the event Duval does not meet                   the Minimum Annual Performance Requirements for a Contract                   Year, $375,000 of the Additional License Fee will be deemed to                   be unearned.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; What is the notice period required to terminate the renewal?
Answer: Unless otherwise terminated as provided herein, the initial term of this Agreement shall be three (3) years from the Effective Date and shall thereafter be automatically renewed for subsequent one (1) year periods unless either party notifies the other in writing of its election not to renew the Agreement at least one hundred twenty (120) days prior to the expiration of the then-current term.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Is there a non-compete clause in this contract?
Answer: AVDU will not seek to acquire any technologies presented to AVDU by UTK directly from the technology developer for a period of 24 months following the termination of this Strategic Alliance agreement.
Should AVDU decide not to proceed in the acquisition of the technology/company as described above, then AVDU shall be prohibited from acquiring the technology/company either directly or indirectly, from the technology/company developer for a period of 24 months following the termination of this Strategic Alliance Agreement.
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; Is there a minimum commitment required under this contract?
Answer: ISO agrees that the initial amount of the Offset Account will be $[***] and, thereafter, the Offset Account will, at all times, maintain collected funds in an amount at least equal to the amount then due SERVICERS hereunder (which shall be referred to herein as the "Minimum Balance").
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Does this contract include an exclusivity agreement?
Answer: Licensor hereby grants to Licensee an exclusive in the Territory to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and sublicense Sublicense Copies and copies of the Documentation, together with any copies of promotional and other materials which Licensor may produce or obtain from time to time to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement by any one or more of the following means:

     (a)  TO A REDISTRIBUTOR: To a Redistributor pursuant to a Redistributor           Agreement containing substantially the same terms and conditions as           are set forth in this Agreement (subject to Section 2.5) and a           Sublicense with each Customer of Redistributor in accordance with           subsection 2.2(b); or

     (b)  TO CUSTOMERS: Pursuant to a Sublicense signed by the Customer.
Question: Consider the Wireless Content License Agreement between Twentieth Century Fox Licensing & Merchandising and Sorrent, Inc.; How is intellectual property ownership assigned in this contract?
Answer: Fox shall own all Intellectual Property Rights in and to any derivative works made from the Properties, whether or not used in the Wireless Products, including without limitation design documents, graphics, animation, music, packaging, advertising, promotional and other artwork used in connection with the development and distribution of the Wireless Products but at all times excluding the Licensee Materials as defined in Paragraph 11(c) below (collectively, the "Fox Intellectual Property").
Licensee acknowledges and agrees Fox shall be the exclusive owner of these rights as a work made for hire.
Licensee further agrees to execute one or more copyright assignments at Fox's request, or any other subsequent document as further evidence of this assignment, and to cooperate with Fox in perfecting the assignment of any rights to the Fox Intellectual Property, and hereby appoints Fox as its attorney-in-fact to execute any documents required in connection with such assignment. All materials created hereunder shall be prepared by an employee-for-hire of Licensee under Licensee's sole supervision, responsibility and monetary obligation, or, if third parties who are not employees of Licensee, including without limitation all software developers developing the Wireless Products contribute to the creation of any Fox Intellectual Property, Licensee shall obtain from such third parties a full written assignment of rights so that all right, title and interest in the Fox Intellectual Property shall vest in Fox.
Licensee hereby does expressly assign to Fox any and all rights of paternity or integrity, rights to claim authorship, to object to any distortion, mutilation or other modification of, or other derogatory actions in relation to the PSM, the Fox Intellectual Property, and any of Fox's Intellectual Property Rights in and to the PSM and or the Fox Intellectual Property and any derivative works thereof, whether or not such would be prejudicial to Fox's honor or reputation, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty ("Moral Rights"), regardless of whether such right is denominated or generally referred to as a moral right. Licensee hereby does irrevocably transfer and assign to Fox any and all Moral Rights that Licensee may have in Fox's Intellectual Property Rights in and to the PSM and the Fox Intellectual Property and any derivative works thereof and shall cause Licensee's employees and contractors, including Licensee's developers of the Wireless Products, to do likewise.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Answer: Each Party agrees that during the term of this Agreement and for a period of twelve (12) consecutive months thereafter they shall not, directly, solicit, engage, compensate, induce in any way or hire for employment or other representation, any officer, employee, consultant or other representative employed or retained by the other Party or assist any other person or entity to do any of the foregoing.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Is there an anti-assignment clause in this contract?
Answer: The rights granted Company hereunder are personal to it, shall be used only by it or its affiliate and shall not without the prior written consent of Licensor be transferred or assigned to any other party.
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; What is the renewal term for this contract?
Answer: Unless otherwise terminated as provided herein, the initial term of this Agreement shall be three (3) years from the Effective Date and shall thereafter be automatically renewed for subsequent one (1) year periods unless either party notifies the other in writing of its election not to renew the Agreement at least one hundred twenty (120) days prior to the expiration of the then-current term.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for providing these Services, MKOS shall pay UTEK $120,000 in the form of unregistered shares of common stock (923,077 shares) upon the execution of this Strategic Alliance Agreement.
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; 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 New York, without giving effect to New York conflict laws.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event of the merger or consolidation of Company with any other entity, Licensor shall have the right to terminate the Contract Period by so notifying Company in writing within sixty (60) days following Licensor's receipt of notice of such merger or consolidation.
Question: Consider the Wireless Content License Agreement between Twentieth Century Fox Licensing & Merchandising and Sorrent, Inc.; Does this contract include any volume restrictions?
Answer: Up to:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow
Question: Consider the Distributor Agreement between Wireless Links Inc and Jaguar Investments, Inc. for GPS and Mobile Data Products; What is the expiration date of this contract?
Answer: Unless otherwise terminated as provided herein, the initial term of this Agreement shall be three (3) years from the Effective Date and shall thereafter be automatically renewed for subsequent one (1) year periods unless either party notifies the other in writing of its election not to renew the Agreement at least one hundred twenty (120) days prior to the expiration of the then-current term.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Is there an anti-assignment clause in this contract?
Answer: The benefits of the Agreement shall inure to the respective successors and assignees of the parties and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations of UTEK under this Agreement may not be assigned or delegated without the prior written consent of MKOS and any such purported assignment shall be null and void.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the State of California without giving effect to conflict or choice of law principles.
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Is there a non-compete clause in this contract?
Answer: Each of Licensor and Licensee understands and acknowledges that Licensor shall be entitled to protect and preserve the going concern value of Licensor's business to the extent permitted by law and that Licensor would not have entered into this Agreement absent the provisions of this Section 10.1 and, therefore, each of Licensor and Licensee agrees that during the term of this Agreement Licensee shall not engage in, represent in any way or be connected with directly or indirectly any business competing with the Licensed Products.
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; What is the notice period required to terminate the renewal?
Answer: Thereafter, this Agreement shall automatically continue in effect until either party gives the other at least six (6) months prior written notice of termination.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement shall automatically renew beyond the Initial Term for successive one (I) year terms (each, a "Renewal Term"), unless a Party provides the other with written notice of termination at least one hundred eighty (180) days prior to the expiration of the Initial Term or the then-current Renewal Term.
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; What is the governing law for this contract?
Answer: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE SIATE OF TEXAS.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Does this contract include an exclusivity agreement?
Answer: Licensor agrees not to grant the right to use the Duval Identification to anyone other than Company in connection with the advertisement and promotion of Products.
Question: Consider the Wireless Content License Agreement between Twentieth Century Fox Licensing & Merchandising and Sorrent, Inc.; Is there an anti-assignment clause in this contract?
Answer: Licensee shall be permitted to sublicense the rights and licenses granted herein to third party contractors of Licensee, solely for purposes of development and distribution of the Wireless Products on behalf of Licensee in accordance with this Agreement; provided that such third party contractors have entered into binding written agreements with Licensee that are no less protective of Fox's intellectual property rights than are the terms and conditions of this Agreement, and provided further that Licensee will not subcontract development of any video games hereunder without Fox's prior written approval of the third party game development contractor.
Licensee may not assign any of its rights and obligations under this Agreement without the prior written consent of Fox; provided that Licensee may assign all of its rights and obligations hereunder to its successor in the event of a sale of all or substantially all of its assets or voting securities, or of the business unit associated with this Agreement
Any purported assignment or transfer except in accordance with the above shall be void and of no effect.
Question: Consider the Distributor Agreement between Comware Technical Services and International Test Systems; What is the duration of any warranties provided in this contract?
Answer: ITS will provide free technical support to customers who have           purchased ITS systems for a period of 30 days.
ITS  Products  are  warranted  free from  defects of material or      workmanship  for 3 years after  shipment from the  manufacturer.  Equipment      purchased from ITS, which becomes defective within that time period will be      repaired by ITS at its  headquarters  in San  Antonio,  Texas at no cost to      COMWARE  beyond cost of shipping  the  equipment  to ITS.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement at any time with 30 days written notice.
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: MKOS will have 30-days from receipt of information to determine if they wish to go forward with the technology license. UTEK, after 30 days, shall have the right to present the technology to other clients.
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement shall be effective until the earlier of (a) its termination in accordance with the provisions of this Article 14 or (b) the date that is two (2) years after the date of this Agreement; provided, however, that this Agreement will renew automatically for successive terms of one (1) year each unless a party to this Agreement delivers written notice of termination to the other party to this Agreement at least sixty (60) days prior to the end of the original or any renewal term or the parties to this Agreement do not agree in writing to the Quota Amount referred to in subsection 14.2(b)(1) for any one (1) year renewal term at least sixty (60) days prior to the commencement of such term.
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; What is the governing law for this contract?
Answer: This agreement shall be governed by, and its provisions enforced in accordance with, the laws of the State of Ohio, without regard to its principals of conflicts of laws.
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; What is the renewal term for this contract?
Answer: Thereafter, this Agreement shall automatically continue in effect until either party gives the other at least six (6) months prior written notice of termination.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall automatically renew beyond the Initial Term for successive one (I) year terms (each, a "Renewal Term"), unless a Party provides the other with written notice of termination at least one hundred eighty (180) days prior to the expiration of the Initial Term or the then-current Renewal Term.
Question: Consider the Distributor Agreement between Comware Technical Services and International Test Systems; Is there a minimum commitment required under this contract?
Answer: COMWARE must purchase no less than $22,710.00 worth of Products, in any        combination,  by April 15, 2000.
In the event COMWARE  purchases an amount less than      $45,420.00, than this Agreement will automatically terminate.
COMWARE must purchase order a minimum      of $4,200 worth of Products per month during the Renewal Period TO maintain      the terms and conditions of this  Agreement.
In the event COMWARE does not      meet these minimum purchase requirements, this Agreement will automatically      and  immediately  terminate and neither of the parties hereto will have any      further obligations, one to the other.
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be four (4) Processing Years commencing on the Effective Date of this Agreement and ending on June 30, 2010 unless
Question: Consider the Wireless Content License Agreement between Twentieth Century Fox Licensing & Merchandising and Sorrent, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: If a substantial portion of the assets or controlling stock in Licensee's business is sold or transferred, or if there is a substantial change in Licensee's management, or if Licensee's property is expropriated, confiscated or nationalized by any government or if any government assumes de facto control of Licensee's business, in whole or in part, Fox may terminate this Agreement upon 30 days' notice to Licensee.
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall commence as of the Effective Date and shall continue in effect for one (I) year, unless earlier terminated as expressly provided in Sections 1.3. 10.1. or 10.2 of this Agreement (the *Initial Term")
Question: Consider the Endorsement Agreement between Movado Group, Inc. and the Grinberg Family Trust; Are there any services to be provided after the termination of this contract?
Answer: In the event this Agreement is terminated in accordance with this Section 11, the Company shall transfer the Policy to the Trust as soon as is administratively practicable.