orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Can this contract be terminated for convenience, and under what conditions?
Answer: Roche shall have the right to terminate the Agreement in its entirety, or on a Work Stream-by-Work Stream basis, except for the ctDNA Work Stream, upon […***…] prior written notice, without cause. With regard to the CDx Development Program, Roche shall also have the right to terminate, without cause, the development of an Approved Marker and/or an Investigational Marker for inclusion in a CDx Assay, upon […***…] prior written notice; provided however that this right shall expire with respect to each Approved Marker for inclusion in a particular CDx Assay at such time as FMI has completed analytical validation for such Approved Marker. With regard to the Molecular Information Platform Program, Roche shall have the right to terminate without cause either or both of the Sample Profiling or Molecular Information Database Access activities individually.
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; How is intellectual property ownership assigned in this contract?
Answer: Recipient shall own, and Provider hereby irrevocably assigns to the Recipient, all rights, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not and all other proprietary rights, industrial rights and any other similar rights, in each case on a worldwide basis, and all copies and tangible embodiments thereof, or any part thereof, in whatever form or medium hereafter made or conceived solely or jointly by Provider while working for or on behalf of the Recipient, which relate to, is suggested by, or results from the Services.
All writings or works of authorship, including, without limitation, program codes or documentation, produced or authored by Provider in the course of performing services for the Recipient, together with any associated copyrights, are works made for hire and the exclusive property of the Recipient. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by Provider to the Recipient of the ownership of and all rights of copyright in, such items, and the Recipient shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Is there an anti-assignment clause in this contract?
Answer: The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Does this contract include an exclusivity agreement?
Answer: During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreemen
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; What licenses are granted under this contract?
Answer: Sponsor hereby grants to SDBF a limited license to display Sponsor's name, brand names, trademarks, service marks, logos and other identification in or on the Promotional Items, promotional materials prepared by SDBF with respect to the Promotional Items, and any advertisements or commercial messages to be furnished hereunder
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Is there a non-compete clause in this contract?
Answer: Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; Is there an anti-assignment clause in this contract?
Answer: Except as provided in Section 22, no party shall assign this Agreement without the prior written approval of the other party, provided, however, that without obtaining such prior written approval, (a) SDBF may assign this Agreement to a transferee of the Padres' MLB franchise or to an affiliate of the Padres, and (b) Sponsor may assign this Agreement to an affiliate of Sponsor, provided that Sponsor shall continue to be obligated to SDBF for performance of Sponsor's obligations hereunder.
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; Is there an anti-assignment clause in this contract?
Answer: Provider may not assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Recipient.
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Is there uncapped liability under this contract?
Answer: Except for liability for (i) breach of the confidentiality obligations described in Article 14, (ii) misappropriation or infringement by a Party of the other Party's Intellectual Property Rights, or (iii) gross negligence or willful misconduct:

(a) IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING ERRORS OR OMISSIONS OR BREACH OF WARRANTY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
IN NO ONE EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES OR LOSSES UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF THE PRODUCT PRICES PAID BY BELLICUM FOR THE MILTENYI PRODUCT(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; AND FURTHER PROVIDED THAT SUCH AGGREGATE LIABILITY DURING SUCH PERIOD ALSO SHALL NOT EXCEED THE AMOUNT OF SUCH PARTY'S INSURANCE COVERAGE FOR SUCH AGGREGATE LIABILITY.
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Does this contract include an exclusivity agreement?
Answer: FMI hereby grants to Roche (i) an exclusive, royalty-free, sublicensable, worldwide and perpetual license to any intellectual property rights arising from the ctDNA Development Platform Program that are necessary for Roche to develop, make, have made, use, offer for sale, sell, import and commercialize Roche products other than diagnostic products (including the use, formulation, methods of treatment, clinical data or other data, information or results relating to the Roche therapeutic product) solely for use in connection with such activities and such Roche products and (ii) a non-exclusive, royalty-free, worldwide and perpetual license, with the right to grant sublicenses solely to Roche Affiliates, to any intellectual property rights arising from the ctDNA Development Platform Program, for internal research purposes.
Except for Excepted Activities, for the lesser of (i) […***…] after the Effective Date or (ii) […***…] (the "Immunotherapy Exclusivity Period"), FMI will work exclusively with Roche with respect to […***…]. Except with regard to Excepted Activities, FMI will not (i) work directly or indirectly with any Third Party in the field of […***…], (ii) use for the benefit of any Third Party the […***…] or (iii) transfer to or otherwise enable any Third Party to make use of any data, technology or results from the Immunotherapy Testing Platform Development Program for […***…].
Following the Immunotherapy Exclusivity Period, FMI shall have the right to work with Third Parties in the field of cancer immunotherapy, and to otherwise commercialize the Immuno-Biomarker Discovery Platform, subject to the Related Agreements.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Is there a most favored nation clause in this contract?
Answer: In the event that Vendor is forced to allocate the distribution of the Products due to limited supply, Distributor shall be treated no less favorably than any other distributor and shall receive its pro rata allocation of the Products.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).
If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.
During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party ("Sekisui's Right of First Refusal"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal.
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Is there a most favored nation clause in this contract?
Answer: FMI agrees that the pricing terms for Products and Services provided by FMI to Roche herein, and services provided under the Molecular Information Platform Program, are, and will be, at least as favorable as the pricing terms granted by FMI to any existing customer or collaborator for such (or substantially similar) products or services. If FMI enters into any subsequent agreement with another customer or collaborator which provides for pricing terms for substantially the same product or services at substantially the same (or a lesser) scale, which pricing terms are more favorable than those contained herein, then FMI shall notify Roche and Roche will have the right to modify this agreement to provide Roche with those more favorable pricing terms. […***…].
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; What are the audit rights under this contract?
Answer: Upon commercially reasonable notice (to be provided not less than [...***...] days in advance) and during Miltenyi's normal business hours, but not more often than once every [...***...] months, except for cause, during the Term of this Agreement, Bellicum or Bellicum's Licensees duly authorized agents, representatives or designees may inspect those portions of Miltenyi's Facilities that are used to manufacture, store or conduct testing of Miltenyi Products to determine compliance with Agreed Standards, Applicable Laws and the applicable Quality Agreement.
All audits shall be conducted in a manner that is intended to minimize disruption to the operations at such Facilities.
If Bellicum or or Bellicum's Licensees conduct a Facility audit or inspection more than [...***...] in a [...***...] month period, and such additional audits are not "for cause" audits, then Bellicum and its Licensees (as applicable) shall reimburse Miltenyi for all reasonable out-of-pocket expenses reasonably incurred by Miltenyi as a direct result of Facility audits and/or inspections pursuant to Sections 9.1and 9.3 solely to the extent that they relate to the review of a Bellicum Produc
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Is there a clause preventing the solicitation of customers in this contract?
Answer: However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers
Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers. 3. Supply;
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of New York, US, without reference to its conflict of laws principles, and shall not be governed by the United Nations Convention of International Contracts on the Sale of Goods (the Vienna Convention).
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof.
Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; Does this contract include an exclusivity agreement?
Answer: No marketing exclusivity in any category or with respect to any competitors of Sponsor is conferred or implied by this Agreement except to the extent explicitly set forth in the Agreement Summary.
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; Can this contract be terminated for convenience, and under what conditions?
Answer: Each of the Recipient and the Provider may, in their sole discretion, terminate this Agreement in whole or in part, at any time without cause, and without liability except, in the case of the Recipient, for required payment for services rendered and reimbursement for authorized expenses incurred, by providing at least 90 (ninety) days' prior written notice to the other party (such date, the "Services Termination Date").
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; What is the governing law for this contract?
Answer: This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic laws of the State of Israel (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of law provision or rule (whether of the State of Israel or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Israel.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; What is the governing law for this contract?
Answer: This Agreement shall be governed by, construed in accordance with the laws of Ontario, Canada.
Question: Consider the Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc.; Does this contract include an exclusivity agreement?
Answer: Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory.
Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory.
Qualigen shall supply Sekisui with all of Sekisui's commercial requirements for the Product in the Applicable Markets.
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What is the governing law for this contract?
Answer: This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California.
Question: Consider the 2008 Sponsorship Agreement Renewal between Rubio's Fresh Mexican Grill and San Diego Ballpark Funding LLC; Are there any exceptions to competitive restrictions in this contract?
Answer: Any marketing  exclusivity set forth in the Agreement Summary shall not preclude or prevent (a) signage, advertising and promotional arrangements made by the Office of the Commissioner of Baseball with respect to nationally-televised games, All-Star Games, World Baseball Classic games, playoff games and World Series games, (b) licensing arrangements made by Major League Baseball Properties, Inc. with respect to such category, (c) advertising with respect to such category in game programs, yearbooks, scorecards and similar publications which are sold on the day of an event other than Padres home games, (d) the display before, during and after an event of displays, temporary in nature, erected by an event sponsor, promoter, broadcaster or participant, even though such display may constitute advertising with respect to such category, (e) promotional messages displayed on a scoreboard or video board which give the name of the sponsor of Ballpark day-of-event promotions at events other than Padres home games or promote sale of event-day programs (including identifying program sponsors), even though such messages may identify companies in such category and (f) promotional messages displayed on a scoreboard or video board that recognize groups in attendance and make similar incidental references, even though such messages may identify companies in such category.
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; What is the expiration date of this contract?
Answer: The term "Agreement Term" shall mean the period of time commencing on the Effective Date and, unless this Agreement is terminated sooner as provided in Article 17, expiring on the date when all work has been completed or terminated under all R&D Plans.
The term for Sample Profiling set forth in Section 3.1.4 shall commence on the Effective Date and continue for five (5) years thereafter (the "Profiling Term").
The term for Database Insights under Section 3.1.8 shall commence on the Effective Date and continue for five (5) years thereafter (the "Database Insights Term").
The initial term of the Immunotherapy Testing Platform Development Program will be five (5) years beginning on the Effective Date.
The initial term of the ctDNA Platform Development Program will be twelve (12) months.
The term of the CDx Development Program shall be five (5) years.
This Agreement shall commence upon the Effective Date and continue for the Agreement Term.
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; What is the notice period required to terminate the renewal?
Answer: By either Vendor or Distributor, upon written notice of termination of this Agreement no later than ninety (90) calendar days prior to the expiration of the relevant Term, then in effect;