orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; Are there any services to be provided after the termination of this contract?
Answer: HSNS shall maintain complete and accurate records of its activities under this Agreement for at least two (2) years following termination of this Agreement.
Upon termination of this Agreement, other than by reason of a termination for material breach due to a breach by HSNS pursuant to Section 12.1 ("Term and Termination"), (i) HSNS shall have the right to access and use the Application solely to provide Outsourcing Services, but only to the extent necessary to provide Outsourcing Services through the remaining unexpired term of an applicable Agreement with the Outsourcing Customer (without renewal following the termination of this Agreement), but in any extent not beyond twelve (12) months from the effective date of termination.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a non-compete clause in this contract?
Answer: During the Term, except as otherwise provided in this Agreement, Network Affiliate and its affiliates agree not to engage or  participate in any business, hold equity interests, directly or indirectly, in another entity, whether currently existing or hereafter created, or  participate in any other joint venture that competes or would compete with any business that NCM is authorized to conduct in the Territory  pursuant to this Agreement, whether or not NCM is actually conducting such business in a particular portion of the Territory.
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; What are the audit rights under this contract?
Answer: Once every twelve (12) months, 2TheMart through a CPA may inspect and audit such records to verify reports. Any such inspection will be conducted in a manner that does not unreasonably interfere with i-Escrow's business activities and with no less than fifteen (15) days notice.
Such inspection shall be at 2TheMart's expense; however, if the audit reveals overdue payments in excess of ten percent (10%) of the payments owed to date, i-Escrow shall immediately pay all cost of such audit.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; What is the duration of any warranties provided in this contract?
Answer: Kitov shall provide Dexcel with written notification of any shortfalls in shipment quantity, and (a) any out-of-specification temperature excursions based on the downloaded data logger information following compliance with the provisions of the Quality Agreement, and/or (b) any failure of the Product to meet the Specifications which are apparent upon visual inspection and/or identification testing of the Product delivered to it by Dexcel (each of (a) and (b) being an "Apparent Defect"), such notification to be provided within thirty (30) Working Days of receipt of the Product at Kitov's warehouse, accompanied by samples of any such allegedly defective Product and any such Product shall not be removed from quarantine until their status is resolved. In the event that a defect is not apparent upon visual inspection during the shelf life of the Product ("Hidden Defect"), Kitov shall use commercially reasonably best efforts to provide Dexcel with written notification within thirty (30) Working Days of discovering the same, to be accompanied by samples of any such allegedly defective Product, if such samples are available In the event of any failure by Kitov to provide Dexcel with written notification of any such shortfall, Apparent Defect or Hidden Defect within the respective aforementioned periods, it shall be deemed as Kitov having accepted the relevant consignment.
Question: Consider the Agency Agreement between Biopure Corporation and The Butler Company for Oxyglobin Veterinary Products; What is the expiration date of this contract?
Answer: This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.
Question: Consider the Manufacturing Agreement between Antares Pharma, Inc. and AMAG Pharmaceuticals, Inc.; What are the audit rights under this contract?
Answer: The Parties rights and obligations with respect to quality assurance audits are set forth in the Quality Agreement.
Question: Consider the Manufacturing Agreement between Antares Pharma, Inc. and AMAG Pharmaceuticals, Inc.; Is there a cap on liability under this contract?
Answer: The Parties acknowledge and agree that title to and risk of loss of all Prefilled Syringes shall at all times belong to and remain in AMAG; provided that, subject to the limitations on liability set forth in this Section 2.2(b), in the event of loss or damage of any Prefilled Syringes while they are at the Manufacturing Site, Antares shall be only responsible for the replacement costs (as evidenced by AMAG invoices) of such Prefilled Syringes if the damage, loss, theft or destruction was caused by the negligent act or omission or the willful misconduct of Antares or its Subcontractor.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; Is there a cap on liability under this contract?
Answer: Dexcel's responsibility for Product supplied by it to Kitov failing to meet the Specifications shall be limited to the replacement of the Product or the refund of the Supply Price paid by Kitov for such order, as agreed by the parties, except as otherwise provided under this Agreement.
Without prejudice to any other limitation (whether effective or not) of either Party's liability, neither Party shall be liable to the other Party (whether in contract, tort (including negligence) or for breach of statutory duty or otherwise) for any loss of profits, use, opportunity, goodwill, business or anticipated savings, for any indirect, incidental, special, indirect, punitive or consequential losses (in each case, irrespective of any negligence or other act, default or omission of a Party (or its employees or agents) and regardless of whether such loss or claim was foreseeable or not and whether the other Party has been informed of the possibility of such loss).
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; Does this contract include an unlimited or all-you-can-eat license?
Answer: E.piphany allows for unlimited calls to its technical support desk by the HSNS personnel designated under Section 5.7 ("HSNS Responsibilities.")
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Notwithstanding the foregoing, unless this Agreement was terminated for a material breach, all provisions of this Agreement shall survive to the extent necessary for i-Escrow to complete any Customer transactions which are pending at the time of expiration or termination.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Are there any exceptions to competitive restrictions in this contract?
Answer: Nothing in this Agreement shall limit or affect (i) NCM's ability to contract or enter into any relationship with any Person  or entity for any product, service, or otherwise, whether or not similar to any products or services provided by NCM under this Agreement, or (ii)  Network Affiliate's ability to contract or enter into any relationship with any Person or entity for any product, service, or otherwise, other than the  services that will be provided exclusively by NCM as set forth in this Section 6.1 and meetings promoted and scheduled by Network Affiliate  theatre personnel as previously referenced in this Section 6.1.
The foregoing  restrictions shall not apply (i) in the event Network Affiliate or its affiliate acquires a competing business as an incidental part of an acquisition of  any other business that is not prohibited by the foregoing, if Network Affiliate disposes of the portion of such business that is a competing  business as soon as commercially reasonable, (ii) to any direct or indirect ownership or other equity investments by Network Affiliate or its  affiliates in such other competing business that represents in the aggregate less than 10% of the voting power of all outstanding equity of such  business, or (iii) in the event Network Affiliate enters into any agreement for the acquisition or installation of equipment or the provision of  services on customary terms that does not violate the exclusivity of NCM hereunder with any entity that has other businesses and provides other  services that may compete with NCM.
Question: Consider the Agency Agreement for Initial Public Offering between El Banco Financial Corporation and Sales Agent; Is there a minimum commitment required under this contract?
Answer: In the event the Company is unable to sell a minimum of 1,875,000 Shares on or before June 30, 2007, this Agreement shall terminate and the Company shall cause the Escrow Agent (as defined below) to refund to any persons who have subscribed for any of the Shares the full amount it received from them, without interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 8, 10, and 11.
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants HSNS a nonexclusive, nontransferable, non-sublicensable right to (i) use and combine the Application with the Outsourcing Application and other software products for the purpose of providing, to Outsourcing Customers, the services described in Exhibit B as the Outsourcing Services; and (ii) use the Documentation provided with the Application in support of the Application.
Subject to the terms and conditions of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants to HSNS a non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to install and use the Applications in object code format to develop the Outsourcing Application and Outsourcing Service and to install and use the Application in object code format to develop and provide maintenance and support for the Outsourcing Application to Outsourcing Customers, to demonstrate the Outsourcing Application to potential customers, and to train HSNS personnel on the use, maintenance and support of the Outsourcing Application.
E.piphany grants HSNS a non-exclusive, non-transferable, non-sublicensable license to use such Deliverables solely for is internal use consistent with the terms of this Agreement.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What is the governing law for this contract?
Answer: This Agreement shall be binding on the Parties as of the date hereof and is to be construed in accordance  with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of  the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties.
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement: (a) i-Escrow hereby grants to 2TheMart a non-exclusive, nontransferable right to use the i-Escrow Marks (including without limitation the Domain Name) in links to and advertisements and promotions for the Co-Branded Pages or the Services; and (b) 2TheMart hereby grants to i-Escrow a non-exclusive, nontransferable right to use 2TheMart Marks (including without limitation the Domain Name) on the Co-Branded Pages, and for the performance of  Services.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What is the expiration date of this contract?
Answer: Unless earlier terminated as provided below, the term of this Agreement shall begin on the Effective Date and shall  continue for a period of five (5) years from the Effective Date (the "Initial Term") after which this Agreement may be extended on mutual agreement  of the parties (a "Renewal Term," and together with the Initial Term, the "Term").
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; What licenses are granted under this contract?
Answer: Subject to the terms of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants HSNS a nonexclusive, nontransferable, non-sublicensable right to (i) use and combine the Application with the Outsourcing Application and other software products for the purpose of providing, to Outsourcing Customers, the services described in Exhibit B as the Outsourcing Services; and (ii) use the Documentation provided with the Application in support of the Application.
Subject to the terms and conditions of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants to HSNS a non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to install and use the Applications in object code format to develop the Outsourcing Application and Outsourcing Service and to install and use the Application in object code format to develop and provide maintenance and support for the Outsourcing Application to Outsourcing Customers, to demonstrate the Outsourcing Application to potential customers, and to train HSNS personnel on the use, maintenance and support of the Outsourcing Application.
Except as expressly provided herein, HSNS shall not (i) rent, lease, loan, sell or otherwise distribute the Application, or any modification thereto, in whole or in part; (ii) cause or permit reverse engineering, reverse compilation, unauthorized access or assembly of all or any portion of the Application; (iii) allow any outsourcing or application service providers to access and use the Application as Outsourcing Customers, (iv) publish the results of Application performance benchmarks to any third party without E.piphany's express written consent; (v) export the Application in violation of U.S. Department of Commerce export administration regulations; and (vi) except as otherwise expressly allowed herein, permit any third party or unlicensed user or computer system to access or use the Application.
E.piphany grants HSNS a non-exclusive, non-transferable, non-sublicensable license to use such Deliverables solely for is internal use consistent with the terms of this Agreement.
The Application and any modifications are licensed pursuant to this Agreement to HSNS for use of the Application and any modifications thereto.
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; What licenses are granted under this contract?
Answer: 2TheMart hereby grants to i-Escrow a worldwide, non-exclusive right to use, reproduce, distribute, publicly perform, publicly display and digitally perform the 2TheMart Content soley with respect to  and in conjunction with the Co-Branded Site all with the prior written consent of 2TheMart, for the term of this Agreement.
i-Escrow hereby grants to 2TheMart a worldwide, non-exclusive right to use, reproduce, distribute, publicly perform, publicly display and digitally perform the i-Escrow Content on or in conjunction with 2TheMart auctions.
Subject to the terms and conditions of this Agreement: (a) i-Escrow hereby grants to 2TheMart a non-exclusive, nontransferable right to use the i-Escrow Marks (including without limitation the Domain Name) in links to and advertisements and promotions for the Co-Branded Pages or the Services; and (b) 2TheMart hereby grants to i-Escrow a non-exclusive, nontransferable right to use 2TheMart Marks (including without limitation the Domain Name) on the Co-Branded Pages, and for the performance of  Services.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; Is there uncapped liability under this contract?
Answer: Nothing in this Section ​8.7 shall operate to limit or exclude any liability under Section ​8.5 with respect to a Claim, or for fraud, or for breach by a Party of the provisions of Article ​7.
Question: Consider the Agency Agreement for Initial Public Offering between El Banco Financial Corporation and Sales Agent; Does this contract include any revenue or profit-sharing arrangements?
Answer: The fee shall be equal to 5.2% of the "gross proceeds" received in the Offering attributable to the efforts of the Agent.
Question: Consider the Manufacturing Agreement between Antares Pharma, Inc. and AMAG Pharmaceuticals, Inc.; Is there a minimum commitment required under this contract?
Answer: [***] of each Forecast shall constitute a firm order and be a binding commitment on AMAG to purchase the volume of Product, sample Product and Trainers set forth therein (the "Binding Forecast").
The quantity of Products, sample Products or Trainers (as the case may be) ordered by AMAG from Antares in each shipment (as set forth in a Purchase Order) must be equal to or greater than [***] units for each type of Product, sample Product and Trainers ordered. Such minimum order quantity may be updated from time to time by a mutual written agreement of the Parties.
Question: Consider the Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; What are the audit rights under this contract?
Answer: Kitov shall have the right (at reasonable intervals, with reasonable prior written notice and during normal business hours, and not more often than annually) to inspect Dexcel's manufacturing facilities used in the manufacture, storage, testing, and/or release for shipment of the Product.
Question: Consider the Manufacturing Agreement between Antares Pharma, Inc. and AMAG Pharmaceuticals, Inc.; Is there an anti-assignment clause in this contract?
Answer: Except as otherwise provided in this Section 12.2, neither this Agreement nor any interest hereunder shall be assignable by any Party without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that either Party may assign this Agreement to any wholly-owned subsidiary or to any successor by merger or sale of substantially all of its business unit to which this Agreement relates.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
Question: Consider the Agency Agreement for Initial Public Offering between El Banco Financial Corporation and Sales Agent; What is the governing law for this contract?
Answer: THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THOSE LAWS RELATING TO CHOICE OF LAW) APPLYING TO CONTRACTS ENTERED INTO AND TO BE PERFORMED WITHIN THE STATE OF GEORGIA.
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; Does this contract include any revenue or profit-sharing arrangements?
Answer: HSNS agrees to pay E.piphany an additional                   $0.005 per email for any email distributed by HSNS as a result                   of any deal it closes that either results from a lead                   generated by E.piphany or in which E.piphany assisted prior to                   closing for the first year after the deal closes.
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; Does this contract provide for joint intellectual property ownership?
Answer: Notwithstanding the foregoing, to the extent that 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 Product Manufacturing Agreement between Dexcel Ltd. and Kitov Pharma Ltd.; Are there any services to be provided after the termination of this contract?
Answer: In the event of Product which Kitov claims have Apparent Defects or Hidden Defects, Dexcel shall have up to thirty (30) Working Days after receipt of the samples to show that the Product in question meets the Specifications ("Period").
Kitov shall be entitled to sell or otherwise dispose of its remaining stock of the Product until the end of the inventory's shelf life.
Question: Consider the Chase Affiliate Agreement for Credit Card Promotions; Is there a cap on liability under this contract?
Answer: Chase shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the Affiliate Program, regardless of whether Chase has been advised of the possibility of such damages. Further, Chase's aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total Commissions paid or payable by Chase to Affiliate under this   Agreement.
Question: Consider the Manufacturing Agreement between Antares Pharma, Inc. and AMAG Pharmaceuticals, Inc.; Does this contract include an exclusivity agreement?
Answer: Starting on the Effective Date, Antares or its Subcontractor shall provide the Manufacturing Services in order to manufacture Devices, Products, sample Products and Trainers exclusively for AMAG for the Territory, all in accordance with the Specifications, Applicable Laws, Quality Agreement and this Agreement.
Question: Consider the Agency Agreement for Initial Public Offering between El Banco Financial Corporation and Sales Agent; What is the expiration date of this contract?
Answer: This Agreement shall become effective on the date hereof and shall terminate upon the termination of the Offering.
Question: Consider the Outsourcing Agreement between E.Piphany, Inc. and High Speed Net Solutions, Inc. for Rich Media Advertising Services; What is the governing law for this contract?
Answer: This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California.
Question: Consider the Chase Affiliate Agreement for Credit Card Promotions; Are the licenses granted under this contract non-transferable?
Answer: Chase grants Affiliate a non-exclusive, nontransferable, revocable right to (a) access the Chase site through the links solely in accordance with the terms of this Agreement and (b) solely in connection with such links, to use Chase's logos, trade names, trademarks, and similar identifying material relating to Chase (collectively, the "Licensed Materials"), for the sole purpose of booking Chase products.