orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; What are the insurance requirements under this contract?
Answer: During the Term and for a period of two (2) years after the termination of the Agreement or the expiry date of the last batch manufactured whichever is later, thereafter, each Party shall obtain and maintain, at its sole expense adequate product liability insurance for the Product as it reasonably deems necessary and appropriate. Evidence of coverage, in the form of certificates of insurance, shall be provided promptly upon registration of the Product in given countries and as reasonably requested thereafter.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, 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.
This Agreement shall be governed by and construed in                       accordance with the laws of the State of New York without                       reference to its conflict or choice of law rules or                       principles.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; What is the renewal term for this contract?
Answer: The term of this Agreement is twelve (12) months from the date hereof, and will be automatically renewed for one (1) additional twelve month period unless either party shall notify the other in writing of its intention not to renew.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What are the audit rights under this contract?
Answer: LEA shall keep such written records respecting Cash Sales as T&B may reasonably request so that Royalty Payments payable hereunder may be accurately determined and shall permit such records to be examined by T&B or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, 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 Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; Is there uncapped liability under this contract?
Answer: Except in the event of (i) a Party's gross negligence or willful misconduct and/or (ii) a Party's breach of its confidentiality obligation, the total liability of one Party to the other Party (and its Affiliates) arising out of or in connection with this Agreement or the Products, whether in contract, tort (including negligence), statute or otherwise, shall, to the maximum extent permitted by Applicable Law, be limited to the amount of revenues it receives under this Agreement.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].
Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; What is the governing law for this contract?
Answer: This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement is twelve (12) months from the date hereof, and will be automatically renewed for one (1) additional twelve month period unless either party shall notify the other in writing of its intention not to renew.
Question: Consider the Strategic Alliance Agreement between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd.; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Are there any services to be provided after the termination of this contract?
Answer: LEA shall, for a period of six (6) months ("Sell-Off Period") following the effective date of termination of the license granted by T&B hereunder, have the right to fulfill commitments made to customers during the Term
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; What is the renewal term for this contract?
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 Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; What are the audit rights under this contract?
Answer: CARDAX shall have the right to audit CAPSUGEL's facilities, quality systems and records from time to time upon reasonable notice and CARDAX shall have the right to have a third party accounting firm, subject to a non-disclosure agreement, audit CAPSUGEL's financials as they relate to Net Sales and Adjusted Net Sales.
CARDAX has the right, upon reasonable prior notice and during normal business hours, to inspect and examine such Records.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What licenses are granted under this contract?
Answer: T&B hereby grants to LEA, and LEA hereby accepts from T&B, during the Term, the sole and exclusive worldwide right and license in and to the Licensed Intellectual Property, which right and license shall be limited to that which is necessary for LEA to (i) develop and create Educational Materials and (ii) develop, promote and conduct the Business worldwide , unless the license is earlier terminated as provided herein.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; What is the expiration date of this contract?
Answer: This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the "Term").
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date          and, subject to the provisions of this Agreement, shall continue in          full force and effect for an initial period of five (5) years.
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; What licenses are granted under this contract?
Answer: During the Term, each Party hereby provides a worldwide, exclusive, royalty free, perpetual license of such Intellectual Property Rights for use by each licensee in its business in connection with the development and marketing and commercialization of the Product.
In the event that CAPSUGEL reasonably determines that the development of the Compound Formulation is not feasible with Commercially Reasonable Efforts in accordance with the Development Plan, with such changes as reasonably requested by CAPSUGEL, then CAPSUGEL may discontinue the development of the Compound Formulation and Product and terminate this Agreement, in which case, CARDAX shall have the right to license the Intellectual Property Rights as provided in Section 4.
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; Are there any services to be provided after the termination of this contract?
Answer: CAPSUGEL agrees to retain all such Records for a period of five (5) years after the expiration of the Term or after termination of this Agreement.
In the event of termination of this Agreement for whatever cause, in addition to the other obligations of the Parties hereunder, each Party shall return to the other Party or to the other Party's designee no later than thirty (30) days after the effective date of termination all of such other Party's property, including all proprietary information, in its possession, except to the extent required to be retained by law or to comply with such Party's continuing obligations hereunder.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Does this contract provide for joint intellectual property ownership?
Answer: LEA and T&B shall jointly own all jointly-created work product including, but not limited to, ideas, any and all concepts, designs, Customer Data (including client lists) generated through the conduct of the Business, programs, software, reports, or other intellectual property and tangible work product, produced for the Business , regardless of whether such were incorporated into or used by the Business (collectively "Work Product"), shall be and remain the joint property of LEA and T&B when produced provided, however, (i) to the extent LEA has contributed distinct and divisible work product to the Business during the Term ("LEA Work Product"), such LEA Work Product shall remain frozen for a period not to exceed 90 days, during which time T&B may acquire a license for the LEA Work Product by reimbursing LEA direct and verifiable costs LEA incurred in producing the LEA Work Product during the Term and (ii) to the extent T&B has contributed distinct and divisible work product to the Business during the Term ("T&B Work Product"), such T&B Work Product shall remain frozen for a period not to exceed 90 days, during which time LEA may acquire license for the T&B Work Product by reimbursing T&B direct and verifiable costs T&B incurred in producing the T&B Work Product during the Term.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Is there a covenant not to sue included in this contract?
Answer: Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors ("Protected Entities") for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; How is intellectual property ownership assigned in this contract?
Answer: In the event LEA shall be deemed to have acquired any ownership rights in the Licensed Intellectual Property, the LEA shall assign, and agrees to execute all documents reasonably requested by T&B to assign, all such rights in the Licensed Intellectual Property to T&B or its nominee.
Question: Consider the Strategic Alliance Agreement between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd.; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What are the insurance requirements under this contract?
Answer: Each Party agrees to obtain and maintain, during the Term and for five (5) years after the Term, commercial general liability insurance, including products liability insurance, with minimum "A-" AM Best rated insurance carriers, in each case with limits of not less than five million dollars ($5,000,000) per occurrence and in the aggregate
Pfizer and its Affiliates will be an additional insured on Exact's commercial general liability and products liability policies, and be provided with a waiver of subrogation.
Question: Consider the Strategic Alliance Agreement between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd.; What is the renewal term for this contract?
Answer: The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Is there a cap on liability under this contract?
Answer: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS OF A PARTY UNDER SECTION 6.1, (B) A BREACH OF SECTION 7 BY A PARTY OR (C) THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES OR PENALTIES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; What is the duration of any warranties provided in this contract?
Answer: Commerce One warrants that the Software and         MarketSite.net Service will perform in substantial accordance with the         Documentation, and the media on which the Software is distributed will         be free from defects in materials and workmanship under normal use, for         a period of sixty (60) days from the Effective Date, but in no event not         later than December 31, 1999 (the "Warranty Period"). In addition,         Commerce One warrants that during the Warranty Period the Software and         MarketSite.net Service is free of any willfully introduced computer         virus, or any other similar harmful, malicious or hidden program or         data, which is designed to disable, erase, or alter the Software, or any         other files, data, or software. If during the Warranty Period the         Software and MarketSite.net Service does not perform in substantial         compliance with the Documentation, Commerce One shall take all         commercially reasonable efforts to correct the Software and         MarketSite.net Service, or if correction of the Software and         MarketSite.net Service is reasonably not possible, replace such Software         and MarketSite.net Service free of charge. Commerce One will replace any         defective media returned to Commerce One during the Warranty Period. In         the event any such breach of warranty can not be reasonably corrected at         Commerce One's sole expense, Corio has the right to terminate this         Agreement and receive a refund of all prepaid fees.
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; Does this contract provide for joint intellectual property ownership?
Answer: The Parties will jointly own all inventions and other Intellectual Property Rights jointly made under this Agreement that are directly resulting from work conducted under this Agreement in accordance with the Development Plan and related specifically to the Product or the Compound Formulation, including any patents, patent applications and other Intellectual Property Rights related to such inventions, if any, unless otherwise expressly set forth herein.
Question: Consider the Strategic Alliance Agreement between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd.; What is the expiration date of this contract?
Answer: Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date ("Cooperation Period").
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: The parties acknowledge that the development and fulfillment of such new Products may require substantial time and effort by the T&B Personality to fulfill such new Products such that the Marketing Royalty payable pursuant to V. B., above, is inadequate to compensate T&B Personality; therefore, in lieu of any other royalty, the parties shall share Cash Sales from the sale of such new Products as follows: [●%] to LEA [●%] to T&B
In lieu of any other royalty, the parties shall share Cash Sales from the sale of such independently developed T&B Products that are generated directly and independently by LEA as follows: [●%] to LEA [●%] to T&B
In consideration of the License granted and other good and valuable consideration provided by T&B to LEA, LEA shall pay to T&B a base royalty ("Base Royalty") in the amount of [●%] of LEA's monthly Cash Sales for Cash Sales of up to [$●]. For monthly Cash Sales above [$●] and up to [$●] , the Base Royalty paid to T&B by LEA shall be [●%]of the LEA's Cash Sales
For monthly Cash Sales above [$●] and up to [$●] the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales
For monthly Cash Sales above [$●] and up to [$●], the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales
For monthly Cash Sales above [$●]the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales.
Marketing Royalty: In consideration of T&B Personality providing commercially reasonable, regular and periodic marketing support to LEA substantially in accordance with Schedule 2 attached to this Agreement and incorporated herein by reference, which LEA agrees to request and accept from T&B consistently during the Term, LEA will pay T&M a royalty in addition to the Base Royalty ("Marketing Royalty") which shall be comprised of and calculated at [●%] of LEA's Cash Sales made from the sale of Products at live events and [●%] of LEA's Cash Sales made from the sale of Products at on-line webinars
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS OF A PARTY UNDER SECTION 6.1, (B) A BREACH OF SECTION 7 BY A PARTY OR (C) THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES OR PENALTIES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Is there a cap on liability under this contract?
Answer: The foregoing are         Corio's sole and exclusive remedies for breach of product warranty.
EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO         EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR         THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT ACTUALLY         PAID BY CORIO HEREUNDER FOR THE TRANSACTION WHICH THE LIABILITY RELATES         TO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FILING OF THE         CAUSE OF ACTION TO WHICH THE LIABILITY RELATES. EXCEPT FOR LIABILITY         ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER         PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR         COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY         INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY         THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF         THE POSSIBILITY OF SUCH DAMAGE.
Question: Consider the Joint Venture Agreement between Collectible Concepts Group, Inc. and Pivotal Self Service Tech, Inc. for MightyCell Batteries; What are the audit rights under this contract?
Answer: If requested      by a Joint Venturer, the Joint Venture books and records shall be audited      as of the close of each year by an independent accountant acceptable to      both Joint Venturers. All books and records of every kind and character, of      the Joint Venture, and other information, shall be kept at the principal      office of the Joint Venture, or at such other place or places as may be      agreed upon by the Joint Venturers, and shall be fully available to each      Joint Venturer or his duly authorized representative, all at reasonable      times.
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; Does this contract include any revenue or profit-sharing arrangements?
Answer: CAPSUGEL shall pay to CARDAX a royalty equal to [***] of the Adjusted Net Sales ("Royalty Payment") within [***] after the end of [***].
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO         EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR         THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT ACTUALLY         PAID BY CORIO HEREUNDER FOR THE TRANSACTION WHICH THE LIABILITY RELATES         TO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FILING OF THE         CAUSE OF ACTION TO WHICH THE LIABILITY RELATES.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Is there an anti-assignment clause in this contract?
Answer: T&B shall not, during the Term, grant any third party a license to use the Licensed Intellectual Property within the Exclusive Field of Use.
Neither party may assign this Agreement without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement without the other party's prior written consent in the event of a merger, acquisition, reorganization, change in control, or sale of substantially all of the assets or business of such assigning part
Any assignment in conflict with this provision shall be void.