orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Are there any services to be provided after the termination of this contract?
Answer: If a termination notice is delivered pursuant to 15.2, 15.3, 15.4 or if Sonos decides to transfer the manufacturing of a Product from IAC during the Term of the Agreement, IAC shall cooperate fully with Sonos to effect the transfer of the manufacturing of the Products (without any obligation that IAC transfers IAC Property from IAC to Sonos, or a third party designated by Sonos, in order to help minimize any potential disruption in the continuity of supply. In the event that such transfer is the result of a termination notice pursuant to 15.2, 15.3 or 15.4 and such transfer is not completed by the termination date pursuant to 15.2, 15.3 or 15.4, the parties shall, acting reasonably and in good faith, agree to continue to cooperate fully to effect the transfer and extend the Term of this Agreement on such appropriate terms as the parties may agree for one or more ninety (90) day periods (the succession of which must be notified to IAC in writing within thirty (30) days of the expiration of the first ninety (90) day period and within the same timeframe for each period thereafter), until such time as the transfer is completed.
Question: Consider the Strategic Alliance Agreement between Freedom Mortgage Corporation and Cherry Hill Mortgage Investment Corp.; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.
Question: Consider the Reseller Agreement between MediaNet Group Technologies, Inc. and International Direct Response, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party may terminate the Agreement on 60-days written notice during a      renewed term.
The Reseller Agreement can be terminated at any time at the discretion of either party.
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; Is there a non-compete clause in this contract?
Answer: Further, Marketing  Affiliate shall not market similar products from competing companies on any Web Site Landing Page containing the Equidata or Marketing Affiliate Web link as long as this Agreement is in effect.
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; What happens in the event of a change of control of one of the parties in this contract?
Answer: Either party may terminate immediately upon written notice if the other       party (i) ceases to function as a going concern or to conduct operations       in the normal course of business; (ii) has a petition filed against it       under any state or federal bankruptcy law which petition has not been       dismissed or set aside within ninety (90) days of its filing, or if (a)       About sells all or substantially all of the assets of such party or any       event or series of event whereby any entity acquires beneficial ownership       of the capital stock of such party representing fifty percent (50%) of the       voting stock of such party provided however, that the acquisition of About       by Primedia shall not be grounds for the termination of this Agreement; or       (b) ebix becomes acquired by, merged into or is under the control of any       of the following parties, About may terminate this Agreement immediately       upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS;       Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET;       Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer its distribution rights to a subsidiary or affiliate of the Reseller.
Subject to the terms and conditions of this Agreement, Todos hereby grants Reseller a limited license to use the Todos name and Todos's trademarks, trade names, service marks, logos and related symbols (the "Todos Marks") in the performance of its activities hereunder and in the marketing of the Products in the Territory.
Question: Consider the Strategic Alliance Agreement between Freedom Mortgage Corporation and Cherry Hill Mortgage Investment Corp.; What is the expiration date of this contract?
Answer: Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non-exclusive, worldwide, nontransferable, royalty free right and license under Sonos' Intellectual Property Rights, to manufacture the Products solely for Sonos.
Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non- exclusive, worldwide, nontransferable, royalty-free right and license to make copies of the software specified in the applicable Statement of Work solely as necessary to install and embed such software in the Product.
Question: Consider the Reseller Agreement between MediaNet Group Technologies, Inc. and International Direct Response, Inc.; Is there a non-disparagement clause in this contract?
Answer: Each party agrees that, during the Term of this      Agreement and for a period of five (5) years thereafter, neither will make      written or oral comments regarding the other that are negative,      disparaging, tend to bring the other into disrepute or call into question      the business acumen, character, honesty or integrity of the other.
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; What is the governing law for this contract?
Answer: This Agreement is governed by and construed in accordance with the laws of the State of Virginia.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Does this contract include any volume restrictions?
Answer: Todos shall ship ordered Products to the Reseller within ninety (90) days of Todos's acceptance of the applicable purchase order DAP Reseller's warehouse (Incoterms 2010), provided that Reseller's order for the Products does not deviate from the applicable Forecast by more than ten percent (10%).
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; Can this contract be terminated for convenience, and under what conditions?
Answer: eBix may terminate this Agreement, [**] upon [**] to About; provided,       however, that the termination is no earlier than [**] of the Effective       Date of this Agreement.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Are the licenses granted under this contract non-transferable?
Answer: Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non-exclusive, worldwide, nontransferable, royalty free right and license under Sonos' Intellectual Property Rights, to manufacture the Products solely for Sonos.
Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non- exclusive, worldwide, nontransferable, royalty-free right and license to make copies of the software specified in the applicable Statement of Work solely as necessary to install and embed such software in the Product.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Is there a covenant not to sue included in this contract?
Answer: Each party  each agrees that it will not knowingly do anything inconsistent with the other party's ownership of such party's intellectual property, including  without limitation, questioning the validity of that party's Trademarks or registering or attempting to register the other party's Trademarks in its  own name or that of any other firm, person or corporation.
Question: Consider the Reseller Agreement between MediaNet Group Technologies, Inc. and International Direct Response, Inc.; What is the governing law for this contract?
Answer: The laws of the State of Florida shall govern this      Agreement, without reference to conflicts of law provisions.
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; What is the renewal term for this contract?
Answer: This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same  terms and agreements unless superceded by future agreements.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; What licenses are granted under this contract?
Answer: Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non-exclusive, worldwide, nontransferable, royalty free right and license under Sonos' Intellectual Property Rights, to manufacture the Products solely for Sonos.
Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non- exclusive, worldwide, nontransferable, royalty-free right and license to make copies of the software specified in the applicable Statement of Work solely as necessary to install and embed such software in the Product. I
Sonos hereby authorizes IAC to use and to cause its Affiliates to use, the Marks as specified by Sonos on the Products and relevant documents solely for the purpose of this Agreement.
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; Does this contract include an exclusivity agreement?
Answer: The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4  [TERMINATION AND SURVIVAL].
During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1  [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What are the insurance requirements under this contract?
Answer: Both Parties will each have and maintain in full force and effect during the Term of this Agreement (including any post-termination  period for which indemnification obligations continue), all product liability and other insurance reasonably necessary to cover









  such party's anticipated indemnification obligation and other risk of loss for which it may be liable under this Agreement.
Such policy or policies will (a) have aggregate limits of liability of not less than  $1,000,000 with respect to any incident or occurrence and of not less than $2,000,000 in the aggregate; (b) name both Zanotti and Aura as insured  parties; and (c) provide that such policy may not be canceled except upon not less than 30 days' written notice to both Zanotti and Aura. Each  party will provide such evidence of the effectiveness of such insurance to the other party as may be reasonably requested.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Is there a minimum commitment required under this contract?
Answer: If the Reseller sells less than 50% of any year's Annual Milestone, Todos, in its sole discretion, may either (a) cancel the Reseller's exclusivity, and market, distribute, and sell the Products in the Territory directly or indirectly through other distributors and resellers, while leaving the Reseller with a non-exclusive right to distribute and sell the Products for the remainder of the term, or (b) terminate the Agreement upon one hundred eighty (180) days prior written notice, provided that the Reseller does not cure its failure to achieve 50% of the applicable year's Annual Milestone within the 180-day notice period.
Question: Consider the Reseller Agreement between MediaNet Group Technologies, Inc. and International Direct Response, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall      renew for successive 1-year periods, after the initial 1 Year Term, if      agreed by both parties in writing within 30 days of license expiration.
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; What is the expiration date of this contract?
Answer: This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same  terms and agreements unless superceded by future agreements.
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; What is the governing law for this contract?
Answer: This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Is there an anti-assignment clause in this contract?
Answer: This Agreement and the rights granted hereunder shall not be assigned, encumbered by security interest or otherwise transferred by the Reseller without the prior written consent of Todos, except for the assignment or transfer of rights to a subsidiary company or an affiliated company.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What is the duration of any warranties provided in this contract?
Answer: At all times during the Term of this Agreement, Zanotti shall warrant the Products to purchasers of AETRU Systems in  accordance with the terms of its standard warranty attached hereto as Exhibit "C"  ("End User Warranty"), as such End User Warranty may be  modified from time to time by Zanotti, provided however that at no time shall such End User Warranty provide for a warranty coverage period of  less than thirty-six (36) months from the time of purchase by the initial end-user.
Additionally, Zanotti shall offer to end-users the option to purchase extended warranty coverage for an additional  twenty-four (24) months - making the total warranty period sixty (60) months.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Is there an anti-assignment clause in this contract?
Answer: Before engaging any IAC Subcontractor, IAC shall first notify and get written approval from Sonos for the use of such IAC Subcontractor.
No party may assign its rights or delegate its obligations hereunder, either in whole or in part, without the prior written consent of the other party, other than an assignment by Sonos or IAC of its rights and obligations hereunder to a wholly-owned subsidiary.
Any attempted assignment or delegation in violation of this section by either party without the prior written consent of the other will be void.
Question: Consider the Reseller Agreement between MediaNet Group Technologies, Inc. and International Direct Response, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date      and continue for a period of 1 year after the Effective Date, unless      earlier terminated as set forth herein (the "TERM").
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party may terminate this Agreement hereunder for any reason at its convenience upon one hundred eighty (180) days prior written notice.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: The Reseller shall have a right of first refusal to include within this Agreement any additional products developed, manufactured, or sold by the Company following the Effective Date that are not currently included in Exhibit A, and upon the exercise of such right, the term "Products" shall be expanded to mean such additional products as well.
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") shall commence on the date hereof       (the "Effective Date") and shall expire upon delivery of [**] to ebix,       but in no way shall this Agreement extend any later than thirty (30)       months from the Effective Date regardless of the number Filled       Application Forms delivered to ebix. About will make commercially       reasonable efforts to achieve that number in twelve (12) months or less       from the Effective Date.
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; Is there a cap on liability under this contract?
Answer: This includes in particular the liability exclusion for lost profit, the loss of data or interruption to or errors in the operation of the Web site of the Affiliate.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Is there a cap on liability under this contract?
Answer: NEITHER PARTY SHALL NOT BE LIABLE TO THE OTHER FOR ANY DAMAGES, LOSSES OR EXPENSES RESULTING FROM ANY  TERMINATION OR EXPIRATION OF THIS AGREEMENT ARISING FROM ANY CLAIMS ASSERTED WHICH ARE BASED UPON  LOSS OF GOODWILL, PROSPECTIVE PROFITS OR ANTICIPATED ORDERS, OR ON ACCOUNT OF ANY EXPENDITURES,  INVESTMENTS, LEASES OR COMMITMENTS MADE BY SUCH PARTY;
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,  CONSEQUENTIAL OR INDIRECT DAMAGES, HOWEVER CAUSED.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; Is there a cap on liability under this contract?
Answer: EXCEPT FOR A BREACH OF SECTION 8 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, NOR FOR ANY DAMAGES RELATING TO LOST DATA, LOST PROFITS, ADVERTISING OR PROMOTIONAL COSTS, TERMINATION OF EMPLOYEES, SALARIES OF EMPLOYEES OR SEVERANCE PAYMENTS, CREATION OF CUSTOMER BASE, OR FUTURE EXPECTATIONS OR OTHER ECONOMIC ADVANTAGE, HOWSOEVER ARISING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY IN LAW OR IN EQUITY, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding any provision herein to the contrary, McDATA's entire liability in any given instance from any cause whatsoever, and regardless of the form of action, whether in contract, warranty or tort (including negligence) or any other theory of liability in law or in equity, will in no event exceed the lease, of (i) the purchase price for the specific Product that is the subject matter of or is directly relative the cause of action; or (ii) Five Hundred Thousand Dollars ($500,000).
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; What licenses are granted under this contract?
Answer: Upon activation of the Affiliate, the Software Publisher grants the Affiliate a non-exclusive, revocable right to use provided advertising material, notices and all further presentations (insofar as available - also known hereafter as "Material") only for the purpose of designating its Web site as a "partner Web site" and presenting the designated advertising Material.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; What are the audit rights under this contract?
Answer: During the term of this Agreement and for one year thereafter, VerticalNet shall have the right to appoint a certified public accountant to audit Impresse's financial records relating to such payment to verify the accuracy of Impresse's financial records in order to verify the amount of the payments owed and/or paid hereunder, but no more frequently than once per year.
VerticalNet shall give reasonable advance notice to Impresse of such audit and each audit shall be conducted in a manner that does not cause unreasonable disruption to the conduct of business by Impresse.
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer its distribution rights to a subsidiary or affiliate of the Reseller.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What are the audit rights under this contract?
Answer: For a period of not less than two (2) years after the date of termination, each party shall maintain, and make available to the other party  upon its request, for inspection and copying all books and records that pertain to performance of and compliance with obligations,  warranties and representations under this Agreement.
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Is there a clause preventing the solicitation of customers in this contract?
Answer: Unless otherwise instructed by Sonos in writing, IAC is not authorized at any time to sell Custom Components to any third party or IAC Affiliate.
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; Can this contract be terminated for convenience, and under what conditions?
Answer: The Software Publisher and element 5 are authorized to revoke the license granted to the Affiliate at any time by written notice.
Either party may cancel this Agreement at any time, with or without supplying a reason, through written notification or by making suitable settings in the respective Control Panel.