orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Is there a cap on liability under this contract?
Answer: NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT.
Question: Consider the Escrow Agreement for HealthGate Electronic Journal Software between HealthGate, Blackwell Science Ltd, and NCC Escrow International; Is there a cap on liability under this contract?
Answer: NCC shall not be liable for any loss caused to the Owner or the             Licensee either jointly or severally except for loss of or damage to             the Material to the extent that such loss or damage is caused by the             negligent acts or omissions of NCC, its employees, agents or             sub-contractors and in such event NCC's total liability in respect             of all claims arising under or by virtue of this Agreement shall             not (except in the case of claims for personal injury or death)             exceed the sum of (pounds)500,000.
NCC shall in no circumstances be liable to the Owner or the Licensee             for indirect or consequential loss of any nature whatsoever whether             for loss of profit, loss of business or otherwise.
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; Are there any services to be provided after the termination of this contract?
Answer: Each Participant must account to the Joint Venture for any benefit derived by that Participant without the consent of the other Participants from any transaction concerning the Joint Venture or any use by that Participant of the Joint Venture property, name or business connection.
This duty continues to apply to any transactions undertaken after the Joint Venture has been dissolved but before the affairs of the Joint Venture have been completely wound up by the surviving Participant or Participants or their agent or agents.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Is there an anti-assignment clause in this contract?
Answer: Neither Newegg nor Allied shall have the right or power to assign or transfer any part of its rights or obligations under this Agreement without the prior consent in writing of the other Party
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; Is there an anti-assignment clause in this contract?
Answer: Title to all Joint Venture Property will remain in the name of the Joint Venture.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; Are there any services to be provided after the termination of this contract?
Answer: Upon  termination,  ENVISION shall have eighteen (18) months to exhaust          any  inventories,  packaging  and  advertising  materials  bearing  the          "SierraSil"  trademark  and SIERRA  shall have first option to buy back          any inventory at ENVISION's net purchase pric
Question: Consider the Escrow Agreement for HealthGate Electronic Journal Software between HealthGate, Blackwell Science Ltd, and NCC Escrow International; Can this contract be terminated for convenience, and under what conditions?
Answer: NCC may terminate this Agreement by giving 60 days written notice to             the Owner and the Licensee.
The Licensee may terminate this Agreement at any time by giving             written notice to the Owner and NCC.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the governing law for this contract?
Answer: This Distributor Agreement shall be exclusively governed, construed, enforced and controlled by the laws of the United States of America and of the State of Texas.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Is there a non-disparagement clause in this contract?
Answer: Without limiting the preceding sentence, Allied agrees not to use the Newegg Marks in any advertising materials or conduct any activities in a manner that may be seen to unreasonably modify, alter, detract from or impair the integrity, character, or dignity of the Newegg Marks or reflect unfavorably upon Newegg or Newegg Products.
Each Party covenants that it shall not make, publish or communicate to any person or entity in any online or other public forum any defamatory, misleading or disparaging remarks, comments or statements concerning (a) the other Party or any of its affiliates, or any of such Party's or its affiliates' respective employees, officers, directors, agents, officials, equity holders, investors or sponsors, or (b) any software, products or services of the other Party or any affiliate.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; What licenses are granted under this contract?
Answer: SIERRA  hereby  grants  ENVISION an          exclusive,  royalty-free  sub-license of  the Product's future patents,          and patent  applications  to distribute,  sell  and market the Finished          Product.
This          Agreement  grants  ENVISION a  non-exclusive  and  non-royalty  bearing          license to use the mark  "SierraSil".
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the notice period required to terminate the renewal?
Answer: This contract shall remain in effect initially for the five (5) year term ("Initial Term") from the date signed and shall be automatically extended for one (1) year periods after the Initial Term ("Renewal Term") unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12.
Question: Consider the Escrow Agreement for HealthGate Electronic Journal Software between HealthGate, Blackwell Science Ltd, and NCC Escrow International; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with             the laws of England and Wales.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What are the audit rights under this contract?
Answer: Each Party shall permit an independent certified public accounting firm selected by the auditing Party and reasonably acceptable to the non-auditing Party, that has agreed to be bound by a confidentiality agreement reasonably acceptable to the Parties, to have access, during normal business hours and upon reasonable prior notice (not more often than once in any calendar year), to those books and records maintained by the non-auditing Party necessary for the auditing Party to verify the accuracy of the non-auditing Party's calculations under this Section 6 and/or cost of Product(s) for any period ending not more than two (2) years prior to the date of such request, subject to any limitations in scope necessary to comply with Applicable Law, Third Party confidentiality restrictions, or maintain legal privilege, including but not limited to Third Party pricing information.
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; Can this contract be terminated for convenience, and under what conditions?
Answer: Any Participant will have the right to voluntarily withdraw from the Joint Venture at any time
Written notice of intention to withdraw must be served in writing upon the remaining Participants at least Thirty (30) business days prior to the withdrawal date.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Does this contract include an exclusivity agreement?
Answer: In all of Allied's actions and publications (in all media and formats) in connection with the marketing and conducting of the Events, where possible and appropriate, Allied shall where reasonably practicable communicate that Newegg is the exclusive sponsor of the Arena for the technology e-commerce and online retailer categories.
Allied shall not endorse, or permit the marketing of any other company whose principal business is as an e-commerce provider at or in connection with the Arena.
Without limitation of the preceding sentence or any other provision of this Agreement, Allied shall identify and name Newegg as a Founding Partner, and as the exclusive Technology E-Commerce (or E-tail) Partner, of the Arena and in all of Allied's marketing materials in connection with the Arena where reasonably practicable.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Are there any services to be provided after the termination of this contract?
Answer: In addition, within twenty-five (25) months after the termination or expiration of the Term and on a Product-by-Product basis, ETON shall perform a final "true-up" reconciliation and shall provide Aucta with a written report of such outlining the deductions specified in the definition of Net Sales.
After termination is effective and Aucta assumes control of the Product, ETON will provide, to the extent practicable, transition services to Aucta to include assistance with Product distribution, processing of rebates, drug safety, etc. at Aucta's cost for such services, for a reasonable period of time as mutually determined by the Parties but not to exceed one hundred eighty (180) days following termination so that Aucta can get its own such services in place.
If this Agreement is terminated by Aucta under Section 11.2 or 11.3, then (a) ETON shall have the right to, and Aucta shall hereby grant ETON a license to, Market or otherwise dispose of any existing inventory of any Products then in ETON's possession subject to paying all Royalties and other amounts due hereunder for such sales, (b) Aucta may keep all the payments under Section 6 paid by ETON up to the point of termination and for ETON's disposal of remaining inventory and Aucta is free to commercialize or relicense the Product with no further obligations owed to ETON, (c) ETON shall refrain from holding itself out as Aucta's distributor, in particular, eliminate any reference to the Product and Aucta from its business, trade style and promotional material, and (d) ETON shall transfer all rights, licenses within thirty (30) days of termination.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What are the insurance requirements under this contract?
Answer: For the duration of this Agreement and for a period of [***] following its termination, each Party agrees to obtain and maintain, during the Term, commercial general liability insurance, including product liability insurance, with reputable and financially secure insurance carriers (or pursuant to a program of self-insurance reasonably satisfactory to the other Party) to cover its indemnification obligations under Section 7.1 or Section 7.2, as applicable, in each case with limits of not less than [***] per occurrence and in the aggregate. Insurance shall be procured with carriers having an A.M. Best Rating of A-VII or better.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; Is there a minimum commitment required under this contract?
Answer: ENVISION will provide SIERRA with demand projections          for the  Product and SIERRA will  produce  enough  Product to meet such          demand projections.
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; What is the governing law for this contract?
Answer: By this Agreement the Participants enter into a general Joint Venture (the "Joint Venture") in accordance with the laws of The State of Florida.
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the renewal term for this contract?
Answer: This contract shall remain in effect initially for the five (5) year term ("Initial Term") from the date signed and shall be automatically extended for one (1) year periods after the Initial Term ("Renewal Term") unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; What is the governing law for this contract?
Answer: Without reference to choice or conflict of law principles, this Agreement shall be governed by and construed in accordance with the laws of the State of California, USA.
Question: Consider the Joint Venture Agreement between MJ Syndicated, Inc. and Simply Herbals for Manufacturing and Selling Health-Related Products; What is the expiration date of this contract?
Answer: The Joint Venture is a fixed term Joint Venture beginning November 27, 2018 and ending November 30th, 2019 or as otherwise provided in this Agreement.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What licenses are granted under this contract?
Answer: Aucta, for itself and its Affiliates, hereby grants to ETON in accordance with the terms and conditions of this Agreement, an exclusive (even as to and against Aucta in the Territory) right and license, including the right to sublicense, to the Products (or any components thereof), Dossiers, and all current and future Aucta Background Intellectual Property that is owned or controlled by Aucta or its Affiliates for ETON to develop, manufacture, import, use, promote, distribute, market, advertise, offer for sale or sell (collectively, "Market") the Products in and for the Territory.
ETON, for itself and its Affiliates, hereby grants to Aucta in accordance with the terms and conditions of this Agreement, a right and license, to its trademark, including to its name and logo, that is owned or controlled by ETON or its Affiliates for Aucta (or its authorized Third Party) to make the packs, labels, and leaflets for the Products for sale in the Territory.
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; What is the expiration date of this contract?
Answer: This Agreement shall be valid for five (5) years from February 1, 2019 through January 31, 2024 unless this Agreement is terminated earlier pursuant to Section 14 (the "Term").
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the expiration date of this contract?
Answer: This contract shall remain in effect initially for the five (5) year term ("Initial Term") from the date signed and shall be automatically extended for one (1) year periods after the Initial Term ("Renewal Term") unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; Is there an anti-assignment clause in this contract?
Answer: Any other assignment          by the parties, requires the prior written consent of the other Party.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the duration of any warranties provided in this contract?
Answer: Vericel shall be deemed to have accepted such shipment of Product as Conforming Product and any shortage in quantity if it does not provide Rejection Notice within [***] after receipt of delivery describing the reasons for such rejections in reasonable detail, provided, however, that such [***] period shall not apply to any Latent Defects, in which case Vericel shall notify MediWound of any such failure as soon as reasonably possible, but in any event within [***] after the Latent Defect is confirmed by Vericel and prior to expiration of the shelf-life for such Product.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Does this contract include any volume restrictions?
Answer: During the Term of this Agreement, and for a period of two (2) years thereafter, Aucta shall not research, develop, manufacture, file, sell, market, or distribute more than two products containing the active ingredient Lamotrigine; nor will Aucta directly or indirectly assist any other Person or entity in carrying or any such activities.
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Is there a cap on liability under this contract?
Answer: NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE, SUFFERED BY THE OTHER PARTY, EVEN IF THAT PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. [***].
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Upon  termination,  ENVISION shall have eighteen (18) months to exhaust          any  inventories,  packaging  and  advertising  materials  bearing  the          "SierraSil"  trademark  and SIERRA  shall have first option to buy back          any inventory at ENVISION's net purchase price.
Question: Consider the Joint Venture Agreement between Tate & Lyle Fermentation Products Ltd. and Igene Biotechnology, Inc. for Astaxanthin Production; Are there any third-party beneficiaries designated in this contract?
Answer: Except as expressly stated herein with respect to members of each Party, no person or entity not a Party to this Agreement (including, without limitation, any employee of either Party or the Joint Venture) shall be a third-party beneficiary of any provision of this Agreement, and nothing contained herein shall be construed or deemed to confer any benefit or right upon any third party.
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Is there a covenant not to sue included in this contract?
Answer: In the event of termination, neither party, their heirs nor successors shall issue any challenge whatsoever to contest the termination.
Question: Consider the Sponsorship Agreement between Jacksonville Jaguars, LLC and The ARC Group, Inc.; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") shall commence as of April 1, 2018 (the "Effective Date") and shall expire upon the later of: (a) the conclusion of the 2022/23 NFL season and (b) the last day in February, 2023 (such expiration date, the "Scheduled Expiration Date"), unless sooner terminated pursuant to the terms of this Agreement.
Question: Consider the Exclusive Distributor Agreement between LifeUSA/Envision Health, Inc. and Sierra Mountain Minerals, Inc. for SierraSil Product; Does this contract include an exclusivity agreement?
Answer: SIERRA  hereby   appoints   ENVISION  as  its  exclusive          distributor  for the  Product  in any blend  with  Krill Oil within the          Territory  subject to ENVISION  fulfilling  the terms and conditions of          the best efforts marketing requirements set forth herein in Sections 4,          5,  and  9.
SIERRA  shall  cease  making  sales  to  any  customer  or          distributor who, during the term of this Agreement, violates ENVISION's          exclusivity.
During the  term of this  Agreement,  ENVISION          will  exclusively  purchase  the  Product  from   SIERRA.
SIERRA  hereby  grants  ENVISION an          exclusive,  royalty-free  sub-license of  the Product's future patents,          and patent  applications  to distribute,  sell  and market the Finished          Product.
Question: Consider the Sponsorship Agreement between Jacksonville Jaguars, LLC and The ARC Group, Inc.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, as part of the consideration of the full and timely payment of the Sponsor Fees, Club hereby grants to Sponsor, and Sponsor hereby accepts, solely in the Territory, and during the Term: (i) the right to use the Benefits set forth on Exhibit A and the license and right to use the Team Marks solely in connection with the advertisement and promotion of Sponsor's Dick's Wings and Grill branded restaurants (the "Sponsor Business") in accordance with this Agreement; and (ii) the right to use the designation "Official Wings of the Jacksonville Jaguars" and such other designations as Club and Sponsor may agree to in a writing from time to time (collectively, the "Official Designations"), solely in connection with the Sponsor Business.
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Is there a minimum commitment required under this contract?
Answer: If the amount of royalty payment under Section 6.3.1 is less than the amount of royalty payment under Section 6.3.2, then ETON shall pay Aucta the difference between royalty payments in Sections 6.3.1 and 6.3.2 within sixty (60) days of the calendar year end, but in no event shall the difference paid be greater than the minimum amount in Section 6.3.2.