orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: From the Launch Date and ending on the last day of the next Calendar Quarter and each subsequent Calendar Quarter during the Term, Exact shall owe Pfizer a service fee equal to fifty percent (50%) of the product of: Laboratory Service Revenue minus Baseline Laboratory Service Revenue ("Incremental Laboratory Service Revenue") for the Calendar Quarter multiplied by Gross Margin Percent for the Calendar Quarter (such product, the "Promotion Fee").
Subject to Pfizer's compliance with Sections 3.4(a)(i) and 3.4(a)(ii), (A) Exact shall pay Pfizer the amount, if any, by which the aggregate amount of the Promotion Fee incurred by Exact to Pfizer during the remainder of 2018 Calendar Year and 2019 Calendar Year (the "First Promotion Fee Period") is less than $37.5 million (the "First Supplemental Promotion Fee"), and (B) Exact shall pay Pfizer the amount, if any, by which the aggregate Promotion Fee incurred by Exact to Pfizer during each of Calendar Year 2020 and 2021 is less than $30 million ("Annual Supplemental Promotion Fee"), in each case to compensate Pfizer for the sales, Marketing and other performance provided by Pfizer under this Agreement.
After the expiration of the Term or termination pursuant to Section 8.4 by either Party or Section 8.6 by Exact, based on cumulative Incremental Laboratory Services Revenue achieved during the Term or up to the termination date, Exact agrees to pay Pfizer the applicable royalty payment set forth below for twelve (12) consecutive Calendar Quarters following the expiration of the Term (the "Tail Period"); provided, however, the Tail Period shall be reduced to the number of full Calendar Quarters completed during the Term if less than twelve (12) Calendar Quarters if either Party terminates the Agreement without cause pursuant to Section 8.4 or Exact terminates as a result of a Change of Control pursuant to Section 8.6. Such royalty payment shall be payable to Pfizer within thirty (30) days of the end of each Calendar Quarter. Royalty payments shall be determined by multiplying the Laboratory Services Revenue and the applicable royalty rate from the chart below. Cumulative Incremental Laboratory Services Revenue during the Term Applicable Royalty Rate If < $200 million 0% If > $200 million and < $400 million 1% If > $400 million and < $600 million 2% If > $600 million 3%
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Does this contract provide for joint intellectual property ownership?
Answer: Ownership of intellectual         property rights to any enhancements, modifications or derivative works         to the Software itself which may be developed jointly by the parties or         solely by Corio shall be negotiated by the parties prior to the start of         any such development work.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Are there any services to be provided after the termination of this contract?
Answer: To the extent any Development owned by Life Technologies relates directly to the practice of, or constitutes an improvement to, the Assay, Life Technologies hereby grants to Biocept, during the Term of this Agreement, and, except in the case of termination of this Agreement by Life Technologies for Biocept's uncured material breach, after expiration or termination of this Agreement, a non-exclusive, worldwide, royalty-free, fully-paid license, including the right to sublicense, under Life Technologies' Intellectual Property Rights in such Developments, solely to develop, make, have made, use, sell, have sold, offer for sale, import, perform and provide the Assay.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the "Technology Development Services License").
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; How is intellectual property ownership assigned in this contract?
Answer: Subject to Commerce One's pre-existing ownership of any         materials or technology provided to Corio, the results of all such         development efforts set forth in this Section 13, including all         intellectual property rights in any software interface coding or         programs created solely by Corio during the term of this Agreement to         enable the Software to operated within the Corio Servers' hosted         environment ("DEVELOPMENTS"), shall be owned by Corio, unless such         Developments are supported on an ongoing basis by Commerce One in which         case Commerce One will retain all ownership rights, including





     intellectual property rights in the Developments. To the extent that         Commerce One would otherwise have a claim of ownership in such         Developments, Commerce One hereby assigns all rights in and to such         Developments to Corio.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; What are the audit rights under this contract?
Answer: Go                Call, upon ten (10) days written notice, shall have the right to                examine the books and records of PageMaster Corporation to verify                the sales resulting from this promotion. Such examination shall                be made at the regular place of business of PageMaster                Corporation where such books and records are maintained during                normal business hours and shall be conducted at Go Call's expense                by a certified public accountant or other Go Call executive so                designated by Go Call.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; Does this contract include any volume restrictions?
Answer: PageMaster Corporation shall provide a minimum of 100,000 up to                500,000 pagers for the fulfillment of this promotion to all                Purchase Customers who prepay their annual airtime.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the "Technology Development Services License").
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: This Agreement may be terminated by either Party upon six (6) months written notice following a Change of Control of Exact; provided that such notice is given within thirty (30) days of the consummation of such Change of Control.
Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; Is there a minimum commitment required under this contract?
Answer: PageMaster Corporation shall provide a minimum of 100,000 up to                500,000 pagers for the fulfillment of this promotion to all                Purchase Customers who prepay their annual airtime.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; Does this contract include any revenue or profit-sharing arrangements?
Answer: PageMaster Corporation will pay Go Call $3.00 per pager (beginning with pager # 1) and 5% of all airtime renewal revenue for each pager redeemed for this promotion consistent with the terms of paragraph 6b of this Agreement.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In         addition, the parties shall share certain revenues related to purchases         made by Customers utilizing Commerce One's MarketSite.net Service, as         set forth in EXHIBIT B hereto.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: During the Term, if Exact (i) enters a formal process authorized or directed by its board of directors or CEO to seek and enter into an arrangement or (ii) intends to agree to a term sheet or seeks to sign a letter of intent or similar arrangement to grant an exclusive commercial license to a Third Party solely to promote or sell the Product outside the Territory ("Ex-US Commercial Rights"), Exact shall first notify Pfizer of such intent (a "Ex-US Commercial Rights Transfer Notice") and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the Ex-US Commercial Rights that are the subject of the Ex-US Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the Ex-US Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such Ex-US Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer.
During the Term, if Exact desires to grant an exclusive commercial license to a Third Party solely to Promote or sell the Product in the OB/Gyn Field in the Territory (the "OB/Gyn Commercial Rights"), Exact shall first notify Pfizer of such intent (a "OB/Gyn Commercial Rights Transfer Notice") and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the OB/Gyn Commercial Rights that are the subject of the OB/Gyn Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the OB/Gyn Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, then Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such OB/Gyn Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; How is intellectual property ownership assigned in this contract?
Answer: Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder.
Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement or any rights or         obligations hereunder, whether by operation of law or otherwise, without         the prior written consent of the other party.
Any assignment in violation of this Section 14.1         shall be null and void.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: To the extent any Development owned by Life Technologies relates directly to the practice of, or constitutes an improvement to, the Assay, Life Technologies hereby grants to Biocept, during the Term of this Agreement, and, except in the case of termination of this Agreement by Life Technologies for Biocept's uncured material breach, after expiration or termination of this Agreement, a non-exclusive, worldwide, royalty-free, fully-paid license, including the right to sublicense, under Life Technologies' Intellectual Property Rights in such Developments, solely to develop, make, have made, use, sell, have sold, offer for sale, import, perform and provide the Assay.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Is there an anti-assignment clause in this contract?
Answer: Except as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however, that either party may assign this Agreement and its rights and obligations hereunder without the other party's consent in connection with the transfer or sale of all or substantially all of the business of such party to which this Agreement relates to a Third Party, whether by merger, sale of stock, sale of assets or otherwise (a "Change of Control Event").
Any assignment not in accordance with this Agreement shall be void.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Is there an anti-assignment clause in this contract?
Answer: Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.
The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: After the date that is eighteen (18) months after the Effective Date, either Party may terminate this Agreement upon six (6) months prior written notice to the other Party.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Notwithstanding the         foregoing, either party shall have the right to assign this Agreement in         connection with the merger or acquisition of such party or the sale of         all or substantially all of its assets related to this Agreement without         such consent, except in the case where such transaction involves a         direct competitor of the other party where consent of the other party         will be required.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event a party undergoes a Change of Control Event as defined in Section 14.5, the other party may terminate the Agreement upon thirty (30) days written notice to the party undergoing the Change of Control.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; Does this contract include an exclusivity agreement?
Answer: PageMaster Corporation shall not engage in the same or similar                promotion with any other On-Line Casinos from June 1, 1999                through June 1, 2000.
Go Call shall not engage in the same or similar promotions during                the Term of this Agreement with any other entity providing paging                services, equipment or other related products and services.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What happens in the event of a change of control of one of the parties in this contract?
Answer: The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does this contract include an exclusivity agreement?
Answer: Commencing on the Launch Date, Exact and its Affiliates hereby grant to Pfizer and its Affiliates, on an exclusive basis for the Co-Promote Field (except as to Exact and its Affiliates), and Pfizer accepts, the right and obligation to Promote and Detail the Product in the Territory during the Term jointly with Exact, in accordance with the terms and conditions of this Agreement, all Applicable Laws and the applicable Annual Marketing Plan.
Subject to compliance by Pfizer with the terms of this Section 3.2(d), during the Term, Exact agrees (A) not to enter into any new binding arrangement with any media vendor for Advertising of the Product without the written consent of Pfizer, which consent shall not be unreasonably withheld, (B) not to meet with any advertising agency or media vendor to discuss any Advertising proposals for content development and creative direction of the Product, without providing Pfizer with a reasonable opportunity for a representative of Pfizer present and participate and (C) to promptly inform Pfizer if it enters into any arrangement with any advertising agency with respect to the Product.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by         the laws of the State of California, USA, excluding conflict of laws         provisions and excluding the 1980 United Nations Convention on Contracts         for the International Sale of Goods.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; What is the governing law for this contract?
Answer: This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of conflicts of law principles, and will, to the maximum extent practicable, be deemed to call for performance in Los Angeles County, California.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Can this contract be terminated for convenience, and under what conditions?
Answer: Both parties shall have the right to terminate this Agreement at any time, for any or for no reason, upon one hundred twenty (120) days written notice to the other party.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of law principles thereof.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; What is the notice period required to terminate the renewal?
Answer: Thereafter, this Agreement shall automatically renew for         subsequent one (1) year periods unless either party provides the other         party with written notification at least thirty (30) days prior to the         expiration of the initial five (5) year term or any one (1) year renewal         thereof of its intention to terminate this Agreement.
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Does this contract include an exclusivity agreement?
Answer: Biocept will have sole responsibility for performing the Technical Component of all Tests sold by the parties, until and unless Life Technologies obtains the right from Biocept to independently develop its own Tests in accordance with all applicable FDA regulatory requirements, as provided for in Section 7.1.
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; What is the renewal term for this contract?
Answer: This term shall be extended for a 1 year period provided 3000 pagers per month are distributed to Purchase customers.
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What is the governing law for this contract?
Answer: This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.