orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; Does this contract provide for joint intellectual property ownership?
Answer: If the Domain Name is deemed a combination mark, neither party shall use the Domain Name for any purpose except as expressly provided herein or attempt to register the Domain Name, and the parties will jointly cooperate on any enforcement action of infringement of the Domain Name.
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns, but neither Party may assign this Agreement without the prior written consent of the other except to a person into which it has merged or who has otherwise succeeded to all or substantially all of the business and assets of the assignor, and who has assumed in writing or by operation of law its obligations under this Agreement.
This Assignment shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns, but, except as provided in Section 3 above, neither Party may assign this Assignment without the prior written consent of the other Party.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Is there a non-compete clause in this contract?
Answer: "ACSI Competitor" means, collectively, such persons and entities as the Parties may agree upon from time to time.  ACSI may update any agreed-upon list of ACSI Competitors no more frequently than once per quarter by written notice, provided that: (a) the number of entities specified on such list shall at no time [***]; (b) any entities added to such list must be [***]; and (c) no addition of any ACSI Competitor to such list shall require Company to breach any contractual or legal obligation to such ACSI Competitor by which Company is bound as of the date of such addition.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; Is there a cap on liability under this contract?
Answer: Upon any failure of a Product to comply with the above warranty, Contractor's sole obligation, and Customer's sole remedy, is for Contractor, at its option, to promptly repair or replace such Product and return it to Customer freight prepaid.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR OTHERWISE, THE PARTIES ACKNOWLEDGE THAT AS AN ELECTRONIC MANUFACTURING SERVICES PROVIDER WORKING ON A COST PLUS BASIS SUPPLIER MUST LIMIT ITS LIABILITY IN CONNECTION HEREWITH AND THEREFORE, CONTRACTOR'S LIABILITY IS FURTHER LIMITED IN ANY EVENT, UNDER ANY LAW, RULE OR REGULATION, TO ANY AMOUNT IT ACTUALLY RECEIVED IN CONSIDERATION OF THE MANUFACTURING SUBJECT MATTER OF THE RESPECTIVE CLAIM OR DEMAND BY CUSTOMER OR ANY THIRD PARTY.
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; Is there a clause preventing the solicitation of customers in this contract?
Answer: Joint Venture Company shall not, and shall cause each SPV and each of their Affiliates not to, directly or indirectly, market or sell any Loop-branded Products or any Products produced using Licensed Subject Matter to any person or entity except to Authorized Customers pursuant to a Transferred Contract (the "Marketing and Sale Restriction"); provided that if at any time during the term of this Agreement, Loop has delivered Proposed Contract Notices that result in Transferred Contracts having binding purchase and supply obligations for less than [***] of the then existing actual production capacity of a Licensed Facility (taking into account Joint Venture Company's reasonable forecasts based on customer requirements, seasonal variations, and other factors) in the subsequent three months (the "[***]"), Joint Venture Company may market and solicit orders for Licensed Products produced in such Licensed Facility directly to customers and potential customers and enter into supply contracts for the sale of Loop-branded Products or any Products produced using Licensed Subject Matter produced in such Licensed Facility with customers without being restricted by the Marketing and Sale Restriction.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; What is the governing law for this contract?
Answer: This Agreement will be interpreted, construed and enforced in accordance with the Laws of the State of Washington, without reference to its choice of Laws rules.
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; Does this contract include any volume restrictions?
Answer: Maintenance is defined as scheduled Service outages for Service maintenance or upgrades of which theglobe is notified at least 48 hours in advance, so long as such outages are scheduled for low-usage time periods and do not exceed a total of 20 hours in any 30 day period.
The mean response time for server response to access the Service shall not exceed more than 6 seconds during any 1 hour period.
Throughout the term, Boxlot shall have an agreement in place with its Internet connectivity provider which requires such provider to automatically increase bandwidth capacity if such capacity exceeds 25% utilization.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What licenses are granted under this contract?
Answer: HDI shall provide the Company with access to, and

the right to use, a computer system on which the Site will be stored and operated, with a direct Internet connection of shared but greater than T-1 bandwidth, plus capacity to process continuously during burst periods.
The Company hereby grants to HDI a non-exclusive, limited, non-transferable license to use the Company's "Deerskin" trademarks, service





marks, and logos (collectively, "Marks") solely for the purpose of carrying out its obligations under this Agreement.
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; Are there any exceptions to competitive restrictions in this contract?
Answer: Joint Venture Company shall not, and shall cause each SPV and each of their Affiliates not to, directly or indirectly, market or sell any Loop-branded Products or any Products produced using Licensed Subject Matter to any person or entity except to Authorized Customers pursuant to a Transferred Contract (the "Marketing and Sale Restriction"); provided that if at any time during the term of this Agreement, Loop has delivered Proposed Contract Notices that result in Transferred Contracts having binding purchase and supply obligations for less than [***] of the then existing actual production capacity of a Licensed Facility (taking into account Joint Venture Company's reasonable forecasts based on customer requirements, seasonal variations, and other factors) in the subsequent three months (the "[***]"), Joint Venture Company may market and solicit orders for Licensed Products produced in such Licensed Facility directly to customers and potential customers and enter into supply contracts for the sale of Loop-branded Products or any Products produced using Licensed Subject Matter produced in such Licensed Facility with customers without being restricted by the Marketing and Sale Restriction.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; Are the licenses granted under this contract non-transferable?
Answer: Solely to the extent necessary to enable Contractor to provide the Services in accordance with the terms herein, the Company hereby grants Contractor a royalty-free, non-exclusive sublicense, without the right to grant further sublicenses, under any and all applicable trademarks and other Intellectual Property owned or controlled by or licensed to the Company or any of its Affiliates to provide, during the Term of this Agreement, the Services in respect of the Products in the Territory.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What are the audit rights under this contract?
Answer: Contractor shall permit Customer to audit its quality procedures, upon three (3) business day advance written notice to Contractor and shall provide all assistance which is reasonably necessary for Customer to evaluate the quality of the Products.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Is there an anti-assignment clause in this contract?
Answer: Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Is there a minimum commitment required under this contract?
Answer: In the event that HDI fails to have the Site fully operational within seventy (70) days from the date of this Agreement, the Company shall have the right to terminate this Agreement without penalty.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; What licenses are granted under this contract?
Answer: Solely to the extent necessary to enable Contractor to provide the Services in accordance with the terms herein, the Company hereby grants Contractor a royalty-free, non-exclusive sublicense, without the right to grant further sublicenses, under any and all applicable trademarks and other Intellectual Property owned or controlled by or licensed to the Company or any of its Affiliates to provide, during the Term of this Agreement, the Services in respect of the Products in the Territory.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; Is there a minimum commitment required under this contract?
Answer: theglobe shall provide a minimum of *** impressions per month of promotion for auctions on the Co-Branded Pages (including without limitation any of the foregoing).
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement will commence on the Effective Date, and unless earlier terminated as provided elsewhere in this Agreement, will end automatically upon the end of Year 3.
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; Does this contract include any revenue or profit-sharing arrangements?
Answer: theglobe shall pay Boxlot *** of Net Revenues.
Boxlot shall retain *** of the transaction revenues      it generates from operation of the Service.
Question: Consider the Road Transportation Agreement between ZTO Express Co., Ltd. and Tonglu Tongze Logistics Ltd.; What are the insurance requirements under this contract?
Answer: Party B shall purchase sufficient insurance for the transportation vehicles. The coverage of third-party liability insurance shall not be lower than RMB1 million. In addition to vehicle personnel insurance, Party B shall at least purchase injury insurance for two persons with coverage not lower than RMB500,000 per person.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; Are there any services to be provided after the termination of this contract?
Answer: In the event of termination of this Agreement or a cancellation of a Purchase Order, and/or discontinuance of a Product, or excess materials created by an Engineering Change, Customer agrees to compensate Contractor for unused material inventory which are affected by such termination, cancellation or discontinuance
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration of providing the Services set forth in Exhibit B, the Company agrees to pay to Contractor [ ** ] percent ([ *∗ ]%]) of Company's Gross Invoiced Sales (the "Service Fees").
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; What is the expiration date of this contract?
Answer: This Agreement begins on the Effective Date and shall continue indefinitely unless sooner terminated as provided in this Article 5.
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America, without reference to conflict-of-laws principles.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; Is there a minimum commitment required under this contract?
Answer: In order to manage demand fluctuations, Contractor shall maintain an amount of additional units of each Product as FGI, in a minimum level of two (2) weeks of supply and a maximum of four (4) weeks of supply of each Product set forth in the most recent Customer's Forecast.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Is there a clause preventing the solicitation of employees in this contract?
Answer: Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: The Company shall pay HDI thirty percent (3016) of the Net Sales in excess of Eleven Thousand Dollars ($11,000) per calendar month.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Does this contract include an exclusivity agreement?
Answer: HDI shall have the exclusive right to use of the "Deerskin" brand for a self-contained web site for the offering of Deerskin Products directly to the consumer on the Internet.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either party without the prior written consent of the other party, except that, without such consent, (i) Company may make an assignment of this Agreement as collateral security in favor of its lenders, and (ii) the Company may assign this Agreement to a purchaser of all or substantially all of the assets of the Company's business related to the Products.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Is there a clause preventing the solicitation of customers in this contract?
Answer: Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign its rights or delegate its duties hereunder (except to an affiliated company, or to a successor in interest in the event of a merger, sale of assets of the business to which this Agreement is related, or consolidation) without the other party's prior written consent, and any purported attempt to do so is null and void.
Question: Consider the Road Transportation Agreement between ZTO Express Co., Ltd. and Tonglu Tongze Logistics Ltd.; What is the expiration date of this contract?
Answer: Period of transportation services: this Agreement is valid for an indefinite term.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Is there a non-compete clause in this contract?
Answer: Except as provided in Section 6.2, during the term of this Agreement, the Company shall not participate in any project similar to the Site on the Internet with respect to Deerskin Products or products substantially similar to Deerskin Products (including, without limitation, the products of Wilson's House of Leather, Excelled and companies similar to Wilson's House of Leather and Excelled)
During the term of this Agreement and for a period of two years after the expiration date of this Agreement, HDI shall not participate in any project similar to the Site on the Internet from which products substantially similar to Deerskin Products (including, without limitation, the products of Wilson's House of Leather, Excelled and and companies similar to Wilson's House of Leather and Excelled) are offered for sale to consumers on the Internet.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party hereto may terminate this Agreement after the Initial Period upon at least six (6) months' prior written notice to the other party thereof. The Company may terminate this Agreement in accordance with the immediately preceding sentence but with less than six (6) months' prior written notice to Contractor; provided, that in such event, the Company shall pay Contractor an amount equal to the Termination Fee.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other Party, not to be unreasonably withheld or delayed.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; What are the insurance requirements under this contract?
Answer: Oak Ridge shall arrange product liability and warranty insurance.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Is there a non-compete clause in this contract?
Answer: Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; What happens in the event of a change of control of one of the parties in this contract?
Answer: By providing written notice, theglobe may terminate this Agreement in its sole discretion if one of the following companies (or their subsidiaries) does an "Ownership Change Event": Lycos, Yahoo (including GeoCities, which shall be included even if their proposed merger does not occur), Xoom, Fortune City, Excite, Go Network (including Disney and Infoseek), Snap! (including NBC) and AOL.
An "Ownership Change Event" means: (x) the acquisition of 50% or more of Boxlot's equity or voting interests; (y) a merger or consolidation of Boxlot; or (z) the sale, exchange or transfer of all or substantially all of Boxlot's assets related to the Service.
Question: Consider the Transportation Services Agreement between PennTex North Louisiana Operating, LLC and MRD Operating LLC; Is there a cap on liability under this contract?
Answer: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; Can this contract be terminated for convenience, and under what conditions?
Answer: Notwithstanding anything to the contrary stated in this Agreement, either party may terminate this Agreement at any time without cause by giving to the other party, not less than four (4) months written notice.
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; Are there any services to be provided after the termination of this contract?
Answer: If the Agreement is terminated, the Parties shall endeavour to ensure that assets contributed by each Party shall, so far as possible, be transferred back to that Party.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; What is the governing law for this contract?
Answer: This Agreement shall be deemed to have been entered into in the State of New Jersey, and shall be construed and interpreted in accordance with the laws of that State applicable to agreements made and to be performed in the State of New Jersey.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed exclusively in that State without giving effect to the principles of conflict of laws.