orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; Is there a minimum commitment required under this contract?
Answer: Notwithstanding the foregoing, Schoolpop                   shall fund from AEIS a minimum of $52,000,000 of Cards (the                   "Guaranteed Minimum") in each Contract Year in order to                   maintain the exclusive right to sell Cards in the NPO                   Marketplace.
In any Contract Year                   in which Schoolpop fails to fund the Guaranteed Minimum, AEIS                   shall have the right, in its sole discretion, to (a) terminate                   the Agreement or (b) revoke the exclusivity.
In any consecutive three (3) month period in which the                   difference between the Card Inventory Forecast less the actual                   Card Order volume for that period is a shortage of ten percent                   or greater (10%+), AEIS reserves the right to assess a                   penalty, ("Card Inventory Penalty") of sixteen and one-half                   cents ($0.165) per Card for such difference as detailed in                   Examples 1 and 2 below.
The parties agree that the minimum number required for the                   category Card shall be not less than 70% of the consumer                   categories contained within Exhibit 5; and the grocery Card                   not less than 70% national coverage to launch each                   respectively.
Question: Consider the Agency Agreement for Sale of Preferred Stock between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., BRG Manager, LLC, and Compass Point Research & Trading, LLC; What are the insurance requirements under this contract?
Answer: The Transaction Entities and each of their respective Subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Transaction Entities, their respective Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; neither of the Transaction Entities nor any of their respective Subsidiaries has been refused any insurance coverage sought or applied for; neither of the Transaction Entities nor any of their respective Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a similar cost as currently paid, except as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus; and the Company has obtained or will obtain directors' and officers' insurance in such amounts as is customary for companies engaged in the type of business conducted by the Company.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a covenant not to sue included in this contract?
Answer: Network Affiliate shall not engage in any conduct which  may place NCM or any NCM Mark in a negative light or context, and shall not represent that it owns or has any interest in any NCM Mark other  than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of NCM (or any other owner) in and to any  NCM Mark.
NCM shall not engage in any conduct  which may place Network Affiliate or any Network Affiliate Mark in a negative light or context, and shall not represent that it owns or has any  interest in any Network Affiliate Mark other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any  rights of Network Affiliate (or any other owner) in and to any Network Affiliate Mark.
Neither party will at any time, except to the extent necessary to assert or defend its rights under this Agreement: (i) challenge  or otherwise do anything inconsistent with the other party's right, title or interest in its property, (ii) do or cause to be done or omit to do anything,  the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of the other party in its property, or (iii)  assist or cause any person or entity to do any of the foregoing.
Question: Consider the Wholesale Marketing Agreement between ALPS Distributors, Inc. and S2K Financial LLC; What is the governing law for this contract?
Answer: This Agreement and the application and interpretation hereof shall be governed exclusively by the laws of the State of Colorado.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; Is there an anti-assignment clause in this contract?
Answer: No right or interest in this Agreement shall be assigned by                   Schoolpop without prior written permission of AEIS, which                   shall not be unreasonably withheld.
This Agreement (a) may not be assigned by Seller without the written          consent of AEIS, except to an entity controlling, controlled by or          under common control with Seller, provided, however, Schoolpop shall          remain liable for the obligations contained herein including the          attachments and Exhibits thereto, and (b) may be modified only by an          agreement in writing signed on behalf of AEIS by an executive officer.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What are the insurance requirements under this contract?
Answer: Network Affiliate shall maintain with financially sound and reputable insurance companies insurance on the  Theatres and the Equipment in such amounts and against such perils as Network Affiliate deems adequate for its business. NCM shall maintain  with financially sound and reputable insurance companies insurance for its business and Equipment in such amounts and against such perils as  NCM deems adequate for its business, including the installation services set forth in Section 2.2 herein. Each Party will name the other Party  (including its agents, officers, directors, employees and affiliates) as an additional insured on such policies of insurance.
Question: Consider the Wholesale Marketing Agreement between ALPS Distributors, Inc. and S2K Financial LLC; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date and shall end on the 60th day following a written notice from one party to the other of its decision to terminate this Agreement at the end of such 60-day period or upon termination of the applicable Distribution Agreement with respect to a Fund.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Is there a minimum commitment required under this contract?
Answer: MLX will use all commercially reasonable efforts to maintain the user traffic at a monthly minimum of:

 .  [*] page views three (3) months after the launch of the Co-Branded Site;

 .  [*] page views six (6) months after the launch of the Co-Branded Site; and

 .  [*] page views twelve (12) months after the launch of the Co-Branded Site.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What is the renewal term for this contract?
Answer: This Agreement may be renewed for additional periods of one (1) year (each such additional period, a "Renewal Term") unless either Party provides notice of nonrenewal upon not less than [***] prior written notice to the other Party.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; Does this contract include an exclusivity agreement?
Answer: Schoolpop shall have the exclusive right to resell Cards in                   the NPO Marketplace.
AEIS, on its own behalf, reserves the right to                   market its Cards and other products and services directly as

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well as through additional firms on terms and conditions that                   it selects in its sole discretion, provided that no such sales                   shall take place within the NPO Marketplace.
Question: Consider the Agency Agreement for Sale of Preferred Stock between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., BRG Manager, LLC, and Compass Point Research & Trading, LLC; Does this contract include any revenue or profit-sharing arrangements?
Answer: The Agent's aggregate fee for its services hereunder will be an amount equal to 3.15% of the gross proceeds from the sale of the Offered Shares sold to Purchasers that are not affiliates of the Agent (such fee payable by the Company at and subject to the consummation of Settlement).
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: HCI shall be entitled to all net revenue generated from advertising and e-      commerce transactions generated by Canadian companies that may take place      on the Co-Branded Site up to and including [*] US in any given year.
Thereafter, any net revenues exceeding [*] US shall be shared fifty-fifty      between the parties (50% MediaLinx--50% HCI).
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a cap on liability under this contract?
Answer: The obligations under this Section 10.3 state the  entire liability of NCM and are Network Affiliate's sole and exclusive remedies, with respect to intellectual property infringement.
EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIII OF THIS AGREEMENT AND WITH THE EXCEPTION OF  THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,  EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR CONNECTED WITH THIS  AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL  THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OR  PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR  ESSENTIAL PURPOSE.
EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIV HEREUNDER, AND WITH THE EXCEPTION OF THE  INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY TO  THE OTHER PARTY AND TO ALL OTHER PERSONS AND ENTITIES UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES  EXCEED THE AMOUNT OF THE NET REVENUE RECEIVED BY NCM PURSUANT TO SECTION 7.2 OF THIS AGREEMENT DURING THE FIVE  (5) YEAR PERIOD PRECEDING SUCH LIABILITY, LESS IN ANY CASE THE AGGREGATE OF ANY AMOUNTS PAID BY NCM HEREUNDER  ON ACCOUNT OF PREVIOUS EVENTS OF LIABILITY.
Question: Consider the Agency Agreement for Sale of Preferred Stock between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., BRG Manager, LLC, and Compass Point Research & Trading, LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: Until the Settlement Date, this Agreement may be terminated by the Agent by giving notice (in the manner prescribed by Section 9 hereof) to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the Settlement Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by the Agent; (ii) any other condition of the obligations of the Agent hereunder is not fulfilled; (iii) trading in securities generally on the NYSE, NYSE MKT, or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company's securities shall have been suspended or materially limited by the Commission or by the NYSE MKT, NYSE or Nasdaq or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions in the United States or in international conditions on the financial markets in the United States, in each case, the effect of which is such as to make it, in the Agent's reasonable judgment, inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Agent's reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the placement or the delivery of the Securities.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall extend for a period of Five (5) years thereafter ("Initial Term"), unless this Agreement is terminated earlier as provided herein or is extended by mutual written agreement of the Parties.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the foregoing, Schoolpop                   shall fund from AEIS a minimum of $52,000,000 of Cards (the                   "Guaranteed Minimum") in each Contract Year in order to                   maintain the exclusive right to sell Cards in the NPO                   Marketplace.
In any Contract Year                   in which Schoolpop fails to fund the Guaranteed Minimum, AEIS                   shall have the right, in its sole discretion, to (a) terminate                   the Agreement or (b) revoke the exclusivity.
Schoolpop understands and agrees that this Agreement does not                   grant Schoolpop any exclusive right to market the Cards or any                   other AEIS products and services outside of the NPO                   Marketplace.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there uncapped liability under this contract?
Answer: EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIII OF THIS AGREEMENT AND WITH THE EXCEPTION OF  THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,  EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR CONNECTED WITH THIS  AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL  THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OR  PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR  ESSENTIAL PURPOSE.
EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIV HEREUNDER, AND WITH THE EXCEPTION OF THE  INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY TO  THE OTHER PARTY AND TO ALL OTHER PERSONS AND ENTITIES UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES  EXCEED THE AMOUNT OF THE NET REVENUE RECEIVED BY NCM PURSUANT TO SECTION 7.2 OF THIS AGREEMENT DURING THE FIVE  (5) YEAR PERIOD PRECEDING SUCH LIABILITY, LESS IN ANY CASE THE AGGREGATE OF ANY AMOUNTS PAID BY NCM HEREUNDER  ON ACCOUNT OF PREVIOUS EVENTS OF LIABILITY.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Is there an anti-assignment clause in this contract?
Answer: Except as provided in this Section, neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party shall be permitted to assign this Agreement and any of its rights and obligations hereunder to an affiliate or related company or to a purchaser of all or substantially all of its Internet business, without obtaining the prior written consent of the other party.
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What is the duration of any warranties provided in this contract?
Answer: Customer may reject any Non-Complying Product or Product that is not delivered to Customer in accordance with this Agreement by providing written notice of such rejection to Manufacturer within seventy-five (75) days following Customer's receipt of any Delivery of Product hereunder; provided, however, that Customer may, until the expiry date for a Product, provide notice of rejection of any Delivery of such Product having (i) latent defects, (ii) any defects that are not reasonably discoverable by Customer through standard inspection and testing of Products or (iii) defects caused by the breach by Manufacturer of any of its representations or warranties under this Agreement (collectively, "Latent Defects"); provided, further, that, and notwithstanding the foregoing, Customer shall notify Manufacturer within sixty (60) days after Customer first becomes aware of any such Latent Defect.
Manufacturer may reject any Non-Complying Product by (i) providing Customer with no less than sixty (60) days' prior written notice of Manufacturer's intention to reject such Non-Complying Product along with the documentation set forth in Section 4.7, (ii) meeting with Customer at Customer's request to discuss the basis for the proposed rejection of the subject Non-Complying Product, and (iii) providing Customer with notice of rejection in the event that Manufacturer rejects the subject Non- Complying Product at the end of such sixty (60) day period (or such other time frame as the parties may agree upon).
Question: Consider the Agency Agreement for Sale of Preferred Stock between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., BRG Manager, LLC, and Compass Point Research & Trading, LLC; 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.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; What is the governing law for this contract?
Answer: This Agreement shall be deemed to have been made and executed                   in the State of Missouri and any dispute arising thereunder                   shall be resolved in accordance with the laws of the State of                   Missouri, without reference to its rules governing conflicts                   of law.
This Agreement shall be subject to and governed by the laws of the          State of Missouri, USA.
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What are the audit rights under this contract?
Answer: More detailed quality audits may be  performed by NCM personnel.
During the  Term and for a period of three (3) years thereafter, each Party, at its sole expense, shall, upon reasonable advance notice from the other party, make  such books and records available at its offices for inspection and audit by the other party, its employees and agents. Any audit with respect to  amounts payable by either party to the other party under this Agreement shall be limited to an audit with respect to amounts to be paid in the  current calendar year and immediately preceding calendar year only. Any period that has been audited pursuant to this Section shall not be  subject to any further audit.
In addition to the foregoing audit rights of the parties, during the Term, NCM and its authorized agents  shall have the right, upon reasonable advance notice, to inspect any Network Affiliate premises or facilities involved in the performance of this  Agreement to confirm the performance and satisfaction of Network Affiliate's obligations hereunder.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Either party may terminate this Agreement upon 30 days written notice if      either Party's corporate structure has undergone a material ownership      change such that its corporate interests are then in conflict with the      corporate interests of the other Party;
Question: Consider the Amendment No. 2 to Manufacturing and Supply Agreement between Columbia Laboratories (Bermuda) Ltd. and Fleet Laboratories Limited; What are the insurance requirements under this contract?
Answer: Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as "superior" or "excellent") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).
Question: Consider the Amendment No. 2 to Manufacturing and Supply Agreement between Columbia Laboratories (Bermuda) Ltd. and Fleet Laboratories Limited; What are the audit rights under this contract?
Answer: Columbia QA, any other person appointed by Columbia, Columbia's customer, and/or any Regulatory Authority may conduct inspections and audits of Fleet's manufacturing facility, Columbia Equipment, quality control laboratories, and other quality systems relating to the manufacture and storage of the Product according to Columbia's reasonable procedures upon reasonable prior written notice, during normal business hours, provided, however, that Columbia QA, any other person appointed by Columbia and/or any Regulatory Authority may conduct a "For Cause" audit during normal business hours upon three (3) business days prior written notice to Fleet. Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.