orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there a non-compete clause in this contract?
Answer: During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as





provided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.
During the term of this Agreement Distributor agrees that neither it      nor any organization or entity controlled or directed by it will, without      Airspan's prior, written consent, represent a manufacturer or supplier of      products similar in design or performance to or which are of such a nature      as to be competitive with any products contained in the Airspan Products.
During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; Can this contract be terminated for convenience, and under what conditions?
Answer: Subject to the Wind-Down Budget and payment of Expenses, Agent shall use the E-Commerce Platform in connection with the GOB Sale to fulfill customer orders made during the GOB Sale Term and otherwise promote the GOB Sale (in Agent's capacity as Agent hereunder), provided that Agent shall have the option, in its sole discretion, to terminate the use of the E-Commerce Platform at any time after four weeks of use.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Does this contract include an exclusivity agreement?
Answer: Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Is there an anti-assignment clause in this contract?
Answer: PB shall not sell, transfer or assign, directly or indirectly, in whole or in part, any rights to receive payments of royalties or license fees with respect to the Product or the PB Intellectual Property (including any Accounts with respect to such royalties or license fees), other than to a wholly owned direct or indirect subsidiary of PB (it being understood that the foregoing shall not restrict the creation of any Permitted Lien).
Without the prior written consent of the other Party hereto, neither Party will sell, transfer, assign, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however, that either Party may assign, sublicense or transfer this Agreement and all of its rights and obligations hereunder, in their entirety, to any of its Affiliates or to a successor in connection with the sale or other transfer of all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, and
Notwithstanding the foregoing, any assignment of the rights or obligations under this Agreement by a Party (i) to an Affiliate shall require such Party to guarantee the performance of such Affiliate's financial and performance obligations hereunder or (ii) in connection with the sale or other transfer of all or substantially all of such Party's business or assets to which this Agreement relates shall require the ultimate Affiliate controlling the other party in such transaction to guarantee such Party's financial and performance obligations hereunder and such Party shall remain liable for such financial and performance obligations notwithstanding such sale or other transfer of all or substantially all of such Party's business or assets to which this Agreement relates. Notwithstanding any of the foregoing, without the consent of PB, which consent may be withheld in PB's sole discretion, SFJ shall not sell, assign, sublicense or otherwise transfer this Agreement to an entity whose primary business is the development or commercialization of pharmaceutical or biotechnology products prior to the date of Program Transfer.
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by DeltaThree without the prior written consent of PrimeCall.
Except as provided in the preceding sentence, this Agreement may not be assigned by PrimeCall without the prior written consent of DeltaThree.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; What licenses are granted under this contract?
Answer: We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the "Master Territory").
If we establish an Intranet, you shall have the privilege to use the Intranet, subject to your strict compliance with the standards and specifications, protocols and restrictions that we may establish from time to time.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Are there any services to be provided after the termination of this contract?
Answer: You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; What is the renewal term for this contract?
Answer: This Agreement shall automatically renew for successive one-year terms unless one party gives the other party written notice of non-renewal at least six months prior to automatic renewal.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Is there an anti-assignment clause in this contract?
Answer: Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party.
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without reference to any conflict of laws provisions thereof, except where governed by the Bankruptcy Code.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: PB shall not, without SFJ's prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition shall not apply and no such consent of SFJ shall be required); provided that SFJ shall only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in the event SFJ reasonably determines, and provides PB with written notice of its determination within [***] of PB providing to SFJ a non-binding term sheet or comparable document summarizing the material terms of the proposed Licensing Transaction [***], that PB entering into such Licensing Transaction would [***] ("Material Impact").
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: The term of this Agreement shall be effective as of the date first stated above and shall continue for a term of three (3) years, unless terminated earlier in accordance with the provisions of this Agreement (the "Term"); provided, however, that PrimeCall may elect to terminate this Agreement, upon thirty (30) days' written notice, at any time from and after the time that collectively RSL Communications, Ltd. and/or its Affiliates holds less than fifty percent (50%) of the voting control of DeltaThree's outstanding shares.
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; What is the expiration date of this contract?
Answer: The term of this Agreement shall be five years commencing on the Effective Date and ending at the close of business on the fifth anniversary of the Effective Date.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there a most favored nation clause in this contract?
Answer: Airspan warrants that during the term of this Agreement, the prices at      which Airspan sells to Distributor products supplied under this Agreement      shall be no less favorable to the Distributor than those prices at which      Airspan sells, at substantially the same time in the United States, similar      products and pursuant to similar terms and conditions as those by which      Airspan sells Products to the Distributor under this Agreement.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; How is intellectual property ownership assigned in this contract?
Answer: You acknowledge and agree that, in consideration for the right to use the System and our expertise in the field, if you, any of your employees or any Unit Franchisees in the Master Territory develop any new concept, process or improvement in the operation or promotion of the Franchised Business, you will promptly notify us and provide us with all necessary information concerning same, without any compensation to you, your employee or Unit Franchisee. You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate.
You further acknowledge that the Intranet facility and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert.
You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Does this contract include an exclusivity agreement?
Answer: Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the "Right") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Are there any third-party beneficiaries designated in this contract?
Answer: Other System franchisees shall be deemed third party beneficiaries of such.
Lessor and Lessee expressly agree that bw-3 is a third party beneficiary of this Addendum.
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws principles thereof.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the Term and for a period of [***] thereafter, neither Party shall solicit an employee of the other Party who is or has been involved in the performance or oversight of any of the development activities hereunder to terminate his or her employment and accept employment or work as a consultant with the soliciting Party. Notwithstanding the foregoing, nothing herein shall restrict or preclude the Parties' right to make generalized searches for employees by way of a general solicitation for employment placed in a trade journal, newspaper or website.
Question: Consider the Manufacturing, Design, and Marketing Agreement between Zounds Hearing, Inc. and InnerScope Hearing Technologies, Inc.; What is the duration of any warranties provided in this contract?
Answer: Upon Manufacturer's request, Subcontractor will facilitate such Manufacturer's Products being repaired or replaced, Manufacturer must return the Manufacturer's Products to Subcontractor, transportation charges prepaid by Manufacturer, within fifteen (15) days of the end of such thirty (30) date notice period.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; What is the expiration date of this contract?
Answer: This Agreement shall remain in effect for sixty (60) months from the Effective Date (the "Initial Term").
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Is there a covenant not to sue included in this contract?
Answer: You will not, at any time during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of the Marks.
You agree that you will not, at any time directly or indirectly challenge or contest the validity of, or take any action to jeopardize our rights in or ownership of, any of the Marks or any registration of a Mark or any copyrighted work.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Does this contract include any volume restrictions?
Answer: We will provide you or one of your principals and up to five (5) additional persons with a comprehensive initial training program and additional training programs from time to time.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; What is the governing law for this contract?
Answer: This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Does this contract include an exclusivity agreement?
Answer: SFJ shall use commercially reasonable efforts to obtain from each Third Party contractor that SFJ or its Affiliate proposes to engage to conduct activities under or in connection with this Agreement on behalf of SFJ or its Affiliates (i) an assignment, (ii) an exclusive, worldwide, royalty-free, fully-paid, freely-assignable license, with the right to sublicense through multiple tiers, or (iii) a non‑exclusive, worldwide, royalty-free, fully-paid, freely-assignable license, with the right to sublicense through multiple tiers ((i) through (iii) in order of preference), to PB of any Trial Invention that such Third Party contractor conceives, discovers, develops or otherwise makes in connection with activities conducted relating to this Agreement.
Question: Consider the Manufacturing, Design, and Marketing Agreement between Zounds Hearing, Inc. and InnerScope Hearing Technologies, Inc.; Is there a cap on liability under this contract?
Answer: THIS SECTION 7 SETS FORTH SUBCONTRACTOR'S SOLE AND EXCLUSIVE LIABILITY, AND MANUFACTURER'S SOLE AND EXCLUSIVE REMEDY, AS TO ANY FAILURE OF THE MANUFACTURER'S PRODUCTS TO MEET THE WARRANTY STANDARDS.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY "COVER" DAMAGES (INCLUDING INTERNAL COVER DAMAGES WHICH THE PARTIES AGREE MAY NOT BE CONSIDERED DIRECT DAMAGES), OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF MANUFACTURER'S PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT





FAIL OF THEIR ESSENTIAL PURPOSE.
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; Is there a cap on liability under this contract?
Answer: The sole and exclusive remedy for any breach of this IP Agreement, including the representations and warranties and covenants herein, shall be as set forth in Article 8 of the Acquisition Agreement.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the "Unit Franchise Performance Royalty Fee") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.
You shall pay to us a franchise sales royalty fee (the "Franchise Sales Royalty Fee") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a "Unit Franchise Agreement"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.
Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area.
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement shall be effective as of the date first stated above and shall continue for a term of three (3) years, unless terminated earlier in accordance with the provisions of this Agreement (the "Term"); provided, however, that PrimeCall may elect to terminate this Agreement, upon thirty (30) days' written notice, at any time from and after the time that collectively RSL Communications, Ltd. and/or its Affiliates holds less than fifty percent (50%) of the voting control of DeltaThree's outstanding shares.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; What is the expiration date of this contract?
Answer: The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Is there a non-compete clause in this contract?
Answer: During the applicable Exclusive Period, SFJ shall not, and shall cause its Affiliates not to, either by itself or through a Third Party, conduct human clinical trials of, or sell, offer for sale or have sold:

3.19.1 any Competing Product (other than Product) alone or in combination (whether fixed dose or co-packaged) with one (1) or more other active ingredients;

3.19.2 any combination (whether fixed dose or co-packaged) with one (1) or more other active ingredients of the Product and a Competing Product;

3.19.3 any agent that is intended as an antidote to, or is intended to neutralize, abrogate or reverse the antiplatelet activity of, (i) any Brilinta Competing Product alone or in combination (whether fixed dose or co-packaged) with one (1) or more other active ingredients or (ii) both the Ticagrelor Compound and a Brilinta Competing Product;

3.19.4 without limitation to the foregoing, any agent with dual activity as (i) an antidote to, or for use as an agent to neutralize, abrogate or reverse the antiplatelet activity of, the Ticagrelor Compound and (ii) an antidote to, or for use as an agent to neutralize, abrogate or reverse the antiplatelet activity of, any Brilinta Competing Product; or

3.19.5 any Brilinta Competing Product.
Question: Consider the Manufacturing, Design, and Marketing Agreement between Zounds Hearing, Inc. and InnerScope Hearing Technologies, Inc.; What are the audit rights under this contract?
Answer: Subcontractor agrees to provide Manufacturer, at Manufacturer's expense and reasonable request and during ordinary business hours, access to, and copies of, such records, books and all other documents and materials in the possession and under the control of Subcontractor relating to or pertaining to the subject matter of this Agreement; including, but not limited to, the following:

a) Subcontractor will provide Manufacturer a schedule of all audits of Subcontractors for materials used in the manufacture of Manufacturer's Products upon request. The schedule will be provided in accordance with the requirements established in Subcontractor's Auditing procedure. Reports on all material Subcontractors for the Manufacturer's Products will be made available to Manufacturer upon request.
Upon reasonable notice, Manufacturer may review at any time routine reports relating to all nonconforming materials identified by Subcontractor during the manufacture or inspection of the Manufacturer's Products.