orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Are there any services to be provided after the termination of this contract?
Answer: Franchisee agrees to return all materials and supplies identified by the Marks in full cases or  packages  to Pretzel  Time for credit and dispose of all other materials and supplies, but not equipment,  identified by the Marks within thirty (30) days after the effective  date of  termination or expiration of this Agreement.
Franchisee  agrees to notify the  telephone  company and all  telephone directory  publishers of the termination or expiration of Franchisee's  right to use any  telephone  and telecopy  numbers and any regular,  classified  or other telephone  directory  listings  associated  with any Mark and to  authorize  the transfer  thereof to Pretzel Time or at its direction.
Upon  termination of this  Agreement,  in accordance with its terms and conditions or by Franchisee  without cause, or upon expiration of this Agreement (unless the Franchise is renewed as provided for in this Agreement),  Franchisee and its Owners agree that for a period of TWELVE (12) months  commencing  on the effective  date of  termination  or expiration  or the date on which  Franchisee complies  with this Section,  whichever is later,  neither  Franchisee,  nor its Owners,  nor any person or entity  affiliated  with  Franchisee or  Franchisee's shareholders or partners shall have any direct or indirect  interest  (through a member of the immediate  families of Franchisee or its Owners or otherwise) as a disclosed or beneficial owner, investor,  partner, director,  officer, employee, consultant,  representative,  agent or in any other capacity in any  Competitive Business  located or operating:  (1) at the Site;  (2) within three (3) miles of the Unit;  and/or (3) within  three (3) miles of any other  Pretzel Time Unit in operation  or  under  development  on  the  effective  date  of  termination  or expiration of this  agreement for a period of one year after the  termination or expiration.
Upon  termination of this Agreement by Pretzel Time in accordance  with its terms and  conditions or by Franchisee  without cause or upon  expiration of this  Agreement  (unless the franchise  has been  renewed),  Pretzel  Time,  its Affiliates  or  its  assignee  shall  have  the  option  (not  the  obligation), exercisable  by giving  written  notice  thereof within sixty (60) days from the date of such  expiration  or  termination,  to acquire from  Franchisee  all the assets  in the Unit  including  the  equipment,  furnishings,  signs,  leasehold improvements,  usable  inventory  of  Products,  materials,  supplies  and other tangible assets of the Unit and an assignment of the lease for the Unit.
Question: Consider the Fleet Maintenance Agreement between Dairy Crest Limited and SEV Group Limited; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: DCL shall first offer all Surplus Vehicles that DCL wishes to sell for sale to SEV.
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Can this contract be terminated for convenience, and under what conditions?
Answer: Client has the unilateral right to cancel this agreement at any time within a 7-day notice period.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What is the notice period required to terminate the renewal?
Answer: Unless Customer notifies Metavante of its intent not to renew this Agreement in writing within a period of three (3) months following the Renewal Notice, this Agreement shall automatically renew at the end of the Initial Term on the same terms (including pricing terms) for one (1) twelve-month period.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Franchisee  agrees and grants to Pretzel Time and its Affiliates a perpetual and worldwide  right to use and  authorize  other  Pretzel  Time Units or other food service businesses  operated by Pretzel Time or its Affiliates,  franchisees and designees  to  use  such  ideas,  recipes,  formulas,   concepts,  methods,  and techniques  relating to the development  and/or  operation of a dessert or snack food business.
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Is there a clause preventing the solicitation of employees in this contract?
Answer: Because of the trade secret subject matter of Developer's business, Client agrees that, during the term of this Agreement and for a period of two (2) years thereafter, it will not solicit the services of any of Developer's employees, consultants or suppliers for Client's own benefit or for the benefit of any other person or entity.
Question: Consider the Fleet Maintenance Agreement between Dairy Crest Limited and SEV Group Limited; Can this contract be terminated for convenience, and under what conditions?
Answer: Following expiry of the initial period described in Clause 15 above, DCL or SEV giving not less than six months notice in  writing may terminate this Agreement.
Question: Consider the Strategic Alliance Agreement between Gold Resource Corporation and Hochschild Mining Holdings Limited; Does this contract include an exclusivity agreement?
Answer: Subject to the provisions of Section 8.2, if the Company determines to solicit additional equity financing subsequent to exercise of the Option but prior to Commencement of Production (hereinafter defined) at the El Aguila project, it shall provide written notice to that effect to HOC and HOC shall be entitled to exclusively provide such financing upon the terms and conditions hereinafter set forth.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What is the renewal term for this contract?
Answer: Unless Customer notifies Metavante of its intent not to renew this Agreement in writing within a period of three (3) months following the Renewal Notice, this Agreement shall automatically renew at the end of the Initial Term on the same terms (including pricing terms) for one (1) twelve-month period.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Franchisee  agrees and grants to Pretzel Time and its Affiliates a perpetual and worldwide  right to use and  authorize  other  Pretzel  Time Units or other food service businesses  operated by Pretzel Time or its Affiliates,  franchisees and designees  to  use  such  ideas,  recipes,  formulas,   concepts,  methods,  and techniques  relating to the development  and/or  operation of a dessert or snack food business.
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Does this contract include an exclusivity agreement?
Answer: If the Client, in its reasonable discretion, consents, the Client is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client.
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date and end on November 30, 2014 (the "Initial Term").
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What licenses are granted under this contract?
Answer: Pretzel  Time hereby  grants to  Franchisee  and  Franchisee  agrees to undertake,  during the term of this  Agreement and upon the terms and conditions stated in this Agreement, the right, license and privilege to operate,  conduct,





and do business  and to use certain  trade  names,  trademarks,  service  marks, logos,  and other  commercial  symbols,  including  Pretzel Time (referred to as "Marks") solely and  exclusively for the operation of one retail  franchise Unit (referred to as "Franchise"), which is in the form of a (Store/Kiosk/Cart),  and to sell  those  Products  known as  Pretzel  Time  pretzels  and  other  Pretzel Time-approved   menu  items  and  Products   further   described  in  Section  2 (hereinafter "Products") in accordance with the provisions of this Agreement and in accordance with rules,  standards,  systems,  and procedures as prescribed by Pretzel Time which may be changed,  improved and further  developed from time to time,  (hereinafter  "Pretzel  Time  System"),  at one (1) location  only,  such location to be

 (hereinafter "Site").
Franchisee  agrees and grants to Pretzel Time and its Affiliates a perpetual and worldwide  right to use and  authorize  other  Pretzel  Time Units or other food service businesses  operated by Pretzel Time or its Affiliates,  franchisees and designees  to  use  such  ideas,  recipes,  formulas,   concepts,  methods,  and techniques  relating to the development  and/or  operation of a dessert or snack food business.
Question: Consider the Strategic Alliance Agreement between Gold Resource Corporation and Hochschild Mining Holdings Limited; Is there a most favored nation clause in this contract?
Answer: The Company shall immediately inform HOC and provide HOC with a copy of any other standstill provisions in any agreement pertaining to the matters set forth in this Article 6, entered into by the Company with another person subsequent to the date hereof, and notwithstanding delivery of such notice and a copy of any such provisions, HOC shall have the full benefit of any materially more favourable terms, in the opinion of HOC, contained in such standstill and Section 6.1 shall be deemed to be amended accordingly.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; How is intellectual property ownership assigned in this contract?
Answer: Franchisee assigns to Pretzel  Time or its designee all of  Franchisee's  right,  title and interest  in and to any and  all  such  Promotional  Allowances  and  authorizes Pretzel  Time or its  designee to collect any such  Promotional  Allowances  for remission to the general operating funds of Pretzel Time.
If incorporated into the Pretzel Time System for the development and/or operation of Pretzel Time Units, such ideas, recipes, formulas, concepts, methods and techniques  shall become the sole and exclusive  property of Pretzel Time without any further consideration to Franchisee.
Question: Consider the Fleet Maintenance Agreement between Dairy Crest Limited and SEV Group Limited; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in all respects in accordance with the law of England and Wales and both parties  submit to the exclusive jurisdiction of the English Courts.
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Is there a non-compete clause in this contract?
Answer: The Developer shall not develop, maintain or market a similar platform and will not compete with the Client directly or indirectly worldwide.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What are the insurance requirements under this contract?
Answer: Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:

               1.   Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual





liability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).

               2.   Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000).

               3.   Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability.

               4.   All Risk Property Insurance in an amount adequate to cover the cost of replacement of all equipment, improvements, and betterments at M&I locations in the event of loss or damage.
All  policies of such insurance shall be written by a carrier or carriers rated "A" or above by Best, shall contain a clause requiring the carrier to give Customer at least thirty (30) days' prior written notice of any material change or cancellation of coverage for any reason, and simultaneously with M&I's execution of this Agreement, and annually thereafter, at Customer's request, M&I shall deliver to Customer original Certificates of Insurance evidencing the coverage required by this Section.
Question: Consider the Fleet Maintenance Agreement between Dairy Crest Limited and SEV Group Limited; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Commencement Date and shall continue for an initial period of five years until terminated  in the manner described in Clause 16 below.
In addition, DCL may terminate this Agreement with effect from the 3rd, 4th or 5th  anniversary of the Commencement Date by giving not less than six months notice in writing to SEV
Question: Consider the Strategic Alliance Agreement between Gold Resource Corporation and Hochschild Mining Holdings Limited; What is the governing law for this contract?
Answer: This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York and the laws of the United States applicable therein.
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the state of Florida.
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What is the duration of any warranties provided in this contract?
Answer: For each new Authorized Location, upon written notice by Garman of the completion of the installation of the Software as contracted for in Section 4 including training provided for in Section 5, Sparkling shall operate and test the Software for an acceptance period of 30 business days in accordance with Sparkling's normal operating practices.
If Garman does not receive notice of any deficiencies within ten (10) business days after the completion of the acceptance period, then Sparkling shall be deemed to have accepted the Software at that Authorized Location.
If during the acceptance period described in Section 6, the Software has failed to perform in accordance with the Specifications and Garman has been unable to correct the deficiency within 45 business days of written notice being provided to Garman of such failure then Sparkling shall have the option, exercisable on 15 business days written notice to Garman, in lieu of any other remedy, to reject the Software.
For the acceptance period and for a period of one year from the Maintenance Commencement Date, and thereafter for as long as the Software is covered by Maintenance Services and is used by Sparkling in accordance with this Agreement, Garman warrants that the Software shall perform in conformance with the Specifications in all material respects.
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; How is intellectual property ownership assigned in this contract?
Answer: Consultant agrees to disclose in writing to the Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, technical and business plans, specifications, hardware, circuits, computer languages, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Consultant may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, "Innovations"). (ii) Ownership of Innovations
Consultant and the Company agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by the Company. Consultant agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of the Company. Consultant hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, "Intellectual Property Rights") therein. At the Company's request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with the Company in all respects and will execute documents, and, subject to the reasonable availability of Consultant, give testimony and take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Innovations. Consultant hereby appoints the officers of the Company, as Consultant's attorney-in-fact to execute documents on behalf of Consultant for this limited purpose.
Consultant also hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Innovation, during and after the term of this Agreement.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Is there an anti-assignment clause in this contract?
Answer: Accordingly, Franchisee agrees no Transfer shall be made without Pretzel Time's prior written approval.
Any Transfer  without such approval shall constitute a breach of this Agreement  and shall be void and of no  effect.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What are the audit rights under this contract?
Answer: M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors.
M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Does this contract include any revenue or profit-sharing arrangements?
Answer: Franchisee,  in  partial  consideration  of the  grant of a  franchise, agrees to pay to Pretzel  Time a  continuing  Royalty of seven  percent  (7%) of Franchisee's  net  revenues  (as  defined  in  Section  1) on a weekly  basis as specified in this  Section;  provided  only 4% Royalty  shall be payable on TCBY frozen yogurt and other TCBY frozen yogurt products.
Franchisee  agrees to pay on a weekly basis to Pretzel Time, as partial consideration  for the grant of the Franchise,  an  Advertising  Fund Fee of one percent  (1%) of Net revenues  for the  preceding  week as defined in Section 1.
As compensation for the management services provided,  Pretzel Time shall charge such fund ten  percent  (10%) of the  Unit's net  revenues  during the period of Pretzel Time's management.
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Is there a cap on liability under this contract?
Answer: Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).
Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:

          A.   Costs of recreating or reloading any of Customer's information that is lost or damaged;

          B.   Costs of implementing a work-around in respect of a failure to provide the Services;

          C.   Costs of replacing lost or damaged equipment, software, and materials;

          D.   Costs and expenses incurred by Customer to correct errors in software maintenance and enhancements provided as part of the Services;

          E.   Costs and expenses incurred by Customer to procure the Services from an alternate source, to the extent in excess of M&I's charges under this Agreement; and

          F.   Straight time, overtime, or related expenses incurred by Customer, including overhead allocations of Customer for Customer's employees, wages and salaries of additional employees, travel expenses, overtime expenses, telecommunication charges, and similar charges, due to failure of M&I to provide the Services or incurred in connection with subsections (A) through (E) above, to the extent that such straight time, overtime, or related expenses exceed what Customer would have paid to M&I if M&I were providing the Services, and limited to the amount that M&I would have paid to Customer under subsection (E) above if Customer chose to procure the Services from an alternate source.
Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.
Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; Is there an anti-assignment clause in this contract?
Answer: The services provided for in this Agreement, are of a personal nature and Consultant may not assign or transfer any of Consultant's rights or delegate any of Consultant's obligations under this Agreement, in whole or in part, without the Company's express prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void.
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; What is the expiration date of this contract?
Answer: This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until the expiration of the Warranty Period as defined in subsection 9(a) of this Agreement.