orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; How is intellectual property ownership assigned in this contract?
Answer: As regards Intellectual Property created by Rubicon, Rubicon acknowledges and agrees that those Works, as defined below,  shall belong exclusively to ISA subject to payment in accordance with clause 4.2
Works means, collectively, any work product (of any type),  software, developments, processes, improvements, and all works of authorship, in whole or in part, whether patentable or not and whether  copyrightable or not created as services provided directly to ISA or on behalf of ISA by Rubicon, which (i) are conceived or made by Rubicon, its  employees, contractors, consultants or agents during the Term and relate directly to the business in which ISA and Rubicon(during the Term by ISA) are, had been or were proposing to be engaged in; or (ii) are conceived or made by Rubicon, its employees, contractors, consultants or  agents during or after the Term and are made through the use of any ISA Confidential Information, or which result from any work performed by  Rubicon, its employees, contractors, consultants or agents for ISA.
Rubicon shall make full and prompt disclosure to ISA of all Works as they are made (whether or not conceived or made jointly  with others). To the extent copyrightable, all Works shall be deemed to be "works for hire" and ISA shall be deemed to be the author thereof under  the U.S. Copyright Act. With respect to Works that do not constitute "works for hire,"  Rubicon, its employees, contractors, consultants and  agents do hereby assign to ISA or its designee all of their respective right, title and interest in and to such Works and all related patents, patent  applications, copyrights and copyright applications and does hereby agree that these obligations are binding upon their respective assigns,  executors, administrators and other legal representatives.
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the renewal term for this contract?
Answer: This Agreement will automatically renew for successive  one-year  terms  unless  terminated by either party by providing the other  with  30  days  written notice that this Agreement will not be renewed or Affiliate  enters  into  a  Processing  agreement  with  Network  1  and  an ISO Sponsorship  agreement  with  Harris  Bank  in  which  case  this Agreement will automatically  terminate  concurrent  with  the  execution  of  such agreements.
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: This Agreement shall terminate in the event of a significant change in          the management or ownership of mPhase or in the event mPhase is the          subject of any bankruptcy proceedings.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Does this contract include any volume restrictions?
Answer: In addition to the Products, Calm shall have the right to identify up to five (5) additional products, with such products and the price thereof to be mutually agreed by the Parties, to be displayed, marketed, promoted, offered for sale and sold in the Stores in the Territory.
Calm shall have the right, but not the obligation, to hire personnel of its choosing to be present in any Store(s) to assist in the display, marketing, promotion, offer for sale and sale of Products, provided, however, that no more than one such person shall be present at any one time in any store without the prior written consent of XSPA.
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to choice of  law principles that would require the application of the laws of any other jurisdiction.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Does this contract include any revenue or profit-sharing arrangements?
Answer: In addition to the payments set forth in sections 4.2.1 and 4.2.2, above, ISA will pay Rubicon 30% of ISA's profits (defined as  gross revenues less costs directly incurred in the generation of such revenues) on projects for which Rubicon has provided Contract Services  after ISA has recouped any directly attributable start-up costs with respect to such project up to a cumulative maximum of £100,000 of such costs  associated with all such projects from the date of this agreement.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: XSPA shall pay to Calm on a monthly basis an amount equal to (i) fifty percent (50%) of the Retail Price for all Products sold in the Stores in the Territory during the applicable month minus (ii) fifty percent (50%) of any commission actually paid or payable to XSPA employee(s) or contractor(s) attributable to sales of such Products during such month; provided that in no event shall such commission be greater than fifteen percent (15%) of the Retail Price for the applicable Product.
Calm shall pay to XSPA on a monthly basis a retail commission of $20.00 for each sale of Calm digital product subscriptions (excluding, for the avoidance of doubt, any free trial subscriptions) that result from XSPA's distribution of Inserts and a customer's use of the unique promotional discount code set forth therein in accordance with the terms and conditions set forth herein (it being understood that XSPA shall ensure fifty percent (50%) of each such commission shall be distributed to the applicable Store's retail employees or contractors via a pool or other format as mutually agreed to by the Parties).
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the expiration date of this contract?
Answer: The  term  ("Term")  of  this Agreement shall be for one hundred eighty  days  (180)  from  the  date set forth below unless Network 1 or Visa or MasterCard  or Harris Bank doesn't approve Affiliate's ISO application, in which case,  the  Term  will  be  3 years.
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to Section 3.2 or 3.3 of this Agreement, shall  continue until the twentieth (20th) anniversary of the Effective Date; provided, however, (i) Operator shall have the right to terminate this  Agreement at any time upon no less than 120 days prior written notice to Owner, if Operator provides a substitute operator acceptable to Owner,  as determined in its reasonable discretion, who (A) has experience operating similar assets, (B) has the ability to provide at least the same quality  of service as Operator, (C) has the financial ability to perform the obligations hereunder, and (D) is ready, willing and able to execute an operation  and maintenance agreement substantially similar to this Agreement and acceptable to Owner, as determined in its reasonable discretion, and  (ii) Owner shall have the right to terminate this Agreement at any time upon no less than 120 days prior written notice to Operator.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part,  whether voluntarily or by operation of law, without the prior written consent of the other Party, which consent may be withheld at the other Party's  reasonable business discretion; provided, however, that in connection with a merger, sale or transfer of substantially all of the assets or stock of  one of the Parties that Party may provide for the assignee to be bound by the terms hereof.
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: Either party wishing to terminate          the Agreement must give written notice to the other party at least          thirty (30) days prior to the desired date of termination.
Question: Consider the Software License, Customization, and Maintenance Agreement between Cardlytics, Inc. and Bank of America; What is the duration of any warranties provided in this contract?
Answer: Supplier hereby represents and warrants that the Software shall be and shall remain Operative, from the Delivery Date through the end of the Warranty Period. Following expiration of the Warranty Period and for so long as Bank of America has contracted Supplier to provide Maintenance Services, Supplier represents and warrants that the Software shall remain Operative. If the Software is not Operative at the expiration of the initial Warranty Period, the Warranty Period shall be extended until Supplier makes the Software Operative. This warranty shall not be affected by Bank of America's modification of the Software so long as Supplier can discharge its warranty obligations notwithstanding such modifications or following their removal by Bank of America.
Supplier's recovery objectives shall not exceed the following during any recovery period:

 A. Time to Full Restoration from time of disruption event: 4 hours

 B. Maximum Data Loss (stated in hours) from time of disruption event: 24 hours

 C. Percentage Reduction of Service levels: 50% during the 24 hour recovery period
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What is the governing law for this contract?
Answer: The validity, construction and performance of this Agreement shall be          governed by the laws of the State of New York.
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; Is there a covenant not to sue included in this contract?
Answer: Provided they do not infringe the marks of Affiliate or an affiliate of Affiliate, Affiliate shall not directly or indirectly question, attack, contest or in any other manner impugn the validity of the Marks or Network's rights in and to the Marks and shall reasonably cooperate with Network's quality control, monitoring and inspection of the use of the Marks.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither Party shall assign or transfer this Agreement or its rights hereunder without first obtaining the consent of the other, in writing, which consent shall not unreasonably be withheld or delayed.
Question: Consider the Restated Net Investment Income Maintenance Agreement between Securian Funds Trust, Advantus Capital Management, Inc., and Securian Financial Services, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall continue in effect for a period of one year from the date of its execution and from year to year thereafter provided such  continuance is specifically approved by a majority of the trustees of the Trust who (i) are not "interested persons" of the Trust or any other party  to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement ("Non- Interested Trustees")
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Is there a clause preventing the solicitation of employees in this contract?
Answer: Further, during the Non-Competition Period, Rubicon shall not solicit any





employee of ISA or any employee of any ISA Client.
Further, during the Non-Competition Period, ISA shall not  solicit any employee of Rubicon or any employee of any Rubicon Client.
Question: Consider the Software License, Customization, and Maintenance Agreement between Cardlytics, Inc. and Bank of America; Is there a cap on liability under this contract?
Answer: Neither Party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such Party alleged to be liable has knowledge of the possibility of such damages, provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the obligations of the Section entitled "Indemnity," the Section entitled "Confidentiality and Information Protection," or Supplier's gross negligence or willful misconduct.
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; What are the insurance requirements under this contract?
Answer: Network has procured, and shall maintain during the Term, at its sole expense, Commercial General Liability insurance at liability limits of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate
Additionally, Network will procure on or before the Affiliate Launch Date, and shall maintain during the Term, at its sole expense, Errors and Omissions insurance that covers Network's media activities at a liability limit of $1,000,000 in any one (1) policy period. Affiliate shall be named as an additional insured on the policies, and, prior to the Affiliate Launch Date, shall receive certificates evidencing such insurance, providing that such coverage will not be cancelled or materially changed except upon 30 days' prior written notice to Affiliate.
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What is the renewal term for this contract?
Answer: mPhase shall have the right to          annually renew this agreement for a period of one year upon each annual          expiration with the written consent of Lucent, which written consent          shall not be unreasonably withheld.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns; provided, however, Calm may, without the prior written consent of XSPA, assign or otherwise transfer its rights and obligations to an affiliate of Calm or the acquirer of all or substantially all of the assets of Calm; provided, however, that the prior written consent of XSPA shall be required in connection with the assignment to an acquirer of all or substantially all of the assets of Calm if such acquirer's primary business is an airport-based provider of spa services.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Does this contract include an exclusivity agreement?
Answer: Rubicon hereby grants to ISA during the Term (as defined below) and subject to the exclusions described in 2.4 below an exclusive, non-transferable license in the United States to market, sell, use, display, perform, sublicense and distribute the Rubicon Offerings, the  Documentation and, subject to Section 2.2, any upgrades thereto, subject to the conditions set forth in this Agreement
Rubicon hereby grants to ISA during the Term and subject to the exclusions described in 2.4 below an exclusive, non-transferable  license in the United States to grant licenses to use, display, perform and distribute the Rubicon Offerings and the Documentation to other  resellers, including, but not limited to, distributors, Original Equipment Manufacturers, system integrators and Value-Added Resellers, for further  sale and distribution to End Users for their use as described above, subject to the conditions set forth in this Agreement.
Question: Consider the Software License, Customization, and Maintenance Agreement between Cardlytics, Inc. and Bank of America; Is there uncapped liability under this contract?
Answer: Neither Party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such Party alleged to be liable has knowledge of the possibility of such damages, provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the obligations of the Section entitled "Indemnity," the Section entitled "Confidentiality and Information Protection," or Supplier's gross negligence or willful misconduct.
Question: Consider the Restated Net Investment Income Maintenance Agreement between Securian Funds Trust, Advantus Capital Management, Inc., and Securian Financial Services, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall continue in effect for a period of one year from the date of its execution and from year to year thereafter provided such  continuance is specifically approved by a majority of the trustees of the Trust who (i) are not "interested persons" of the Trust or any other party  to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement ("Non- Interested Trustees").
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; Is there a cap on liability under this contract?
Answer: NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS OF REVENUES, OR DAMAGES TO OR LOSS OF PERSONAL PROPERTY) IN ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH A DEFAULT UNDER OR A BREACH OF THIS AGREEMENT.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, Calm shall have a right of first refusal to expand the rights and obligations described in this Agreement to any Stores outside the Territory (the "ROFR"). XSPA shall give prompt written notice to Calm each time it offers, proposes to offer, or has received an offer to enter into any agreement or arrangement under which XSPA or any of its affiliates would sell, offer for sale, market, promote or undertake any similar action with respect to any meditation or sleep digital products or similar products at any Store outside the Territory (each, a "ROFR Notice"). Calm shall have thirty (30) business days (the "ROFR Period") from receipt of a ROFR Notice to exercise its ROFR with respect to the region and/or Stores described in the ROFR Notice. If Calm exercises its ROFR within the ROFR Period, the Parties shall enter into an amendment or addendum to this Agreement to include such additional region and/or Stores. If Calm does not exercise its ROFR within the ROFR Period, XSPA may enter into such agreement or arrangement with respect to the applicable region and/or Stores set forth in the ROFR Notice with any third party; provided that, such agreement or arrangement are on the same terms offered to Calm (it being understood that in the event XSPA modifies such terms, XSPA shall provide a new ROFR Notice to Calm in accordance with this Section ​3.02).
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What is the expiration date of this contract?
Answer: The Term of this Agreement will commence on the date above, and shall          continue for a term of one (1) year
Question: Consider the Completion and Liquidity Maintenance Agreement between Prime Energy Corporation, Guaranty Bank, and Prime Offshore L.L.C.; What is the governing law for this contract?
Answer: This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas  and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Is there a non-compete clause in this contract?
Answer: During the period beginning on the Effective Date and ending on the later of (i) the end of the Initial Term and (ii) the date falling two  years after completion of the most recent services provided by Rubicon under clause 7 (the "Non-Competition Period") and in the ISA Geographic  Area, as defined below, Rubicon agrees not to in any capacity, engage or have a financial interest in any ISA Competing Business, as defined  below, or provide managerial, supervisory, administrative, or financial services relating to any ISA Competing Business, including making available  any information or funding to any such ISA Competing Business.
During the period beginning on the Effective Date and ending on the later of (i) the end of the Initial Term and (ii) the date falling two  years after completion of the most recent services provided by Rubicon under clause 7 (the "Non-Competition Period")  and in the Rubicon  Geographic Area, as defined below, ISA agrees not to in any capacity, engage or have a financial interest in any Rubicon Competing Business, as  defined below, or provide managerial, supervisory, administrative, or financial services relating to any Rubicon Competing Business, including  making available any information or funding to any such Rubicon Competing Business.
Question: Consider the Software License, Customization, and Maintenance Agreement between Cardlytics, Inc. and Bank of America; Are there any services to be provided after the termination of this contract?
Answer: In the event of expiration or termination of this Agreement, an Order or of Maintenance Services under this Agreement, Supplier agrees that upon the request of Bank of America, Supplier will, at no additional cost to Bank of America and through the period of paid up Maintenance Services, continue uninterrupted operations, conclude and cooperate with Bank of America in the transition of the business at Bank of America's direction and in a manner that causes no material disruption to Bank of America business and operations.
In no event shall the transition exceed one hundred eighty [180] calendar days from the date of termination unless the Parties otherwise agree in writing.
At all times during the Term, upon request from Bank of America and upon termination of this Agreement for any reason, Supplier shall provide immediately to Bank of America the then-current version of any Work Product in Supplier's possession.
Question: Consider the Affiliate Agreement between The TUBE Music Network, Inc. and Tribune Broadcasting Company for Broadcasting 'The TUBE' Service; What are the audit rights under this contract?
Answer: Upon not less than thirty (30) days' prior written notice and not more than once in any calendar year, Affiliate shall have the right, at its sole cost and expense, during the Term and for one (1) year thereafter, to examine during normal business hours the books and records of Network for up to the prior calendar year and the then-current calendar year solely to the extent reasonably necessary to verify the Revenue Share Records.