orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; What licenses are granted under this contract?
Answer: Subject to the terms and conditions hereof, Nantz      Communications grants to the Company the Endorsement throughout the world      during the Term in connection with the advertisement, promotion and sale by      the Company of Ashworth Products except in connection with Premium      Programs.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there uncapped liability under this contract?
Answer: EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; Is there an anti-assignment clause in this contract?
Answer: The Parties agree that the license grant contained in this Section 11.3 is personal to Supplier only and shall be exercised by Supplier only,
Supplier shall not assign this Agreement, in whole or in part, to any person without the prior written consent of Customer, except to a Third Party which acquires all, or substantially all, of Supplier's business or assets, whether through merger or otherwise.
Customer shall not assign this Agreement, in whole or in part, to any other person without the prior written consent of Supplier, not to be unreasonably withheld, conditioned or delayed.
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall renew automatically thereafter for successive one year periods until terminated pursuant to Section 12 herein or unless either Client or TrueLink deliver to the other written notice of intent not to renew no later than thirty (30) days prior to the end of said year.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Is there a non-compete clause in this contract?
Answer: During the term of this Agreement, except in the performance of its obligations or exercise of its rights under this Agreement, neither OntoChem nor any of its Affiliates will discover, research, develop, manufacture or commercialize any compound or product directed to any Target, either independently or for or in collaboration with a third party (including the grant of a license to any third party), or have any of the foregoing activities performed on behalf of OntoChem or any of its Affiliates by a third party.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; What are the audit rights under this contract?
Answer: At the request of Harpoon, AbbVie shall permit an independent public accounting firm of nationally recognized standing designated by Harpoon and reasonably acceptable to AbbVie, [***], to audit the books and records maintained pursuant to this Section 6.11 to ensure the accuracy of all reports and payments made hereunder, including any permitted deductions from Net Sales pursuant to Section 1.108.
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; Does this contract include any volume restrictions?
Answer: Nantz agrees to be available      for up to four photography sessions (2  in Southern California during the      week and 2 to be at Nantz's site locations or tournaments), two speaking      engagements, and three store appearances each Contract Year, at times and      places mutually convenient for Nantz and the Company but in no event at      times which adversely impact on the schedules of Nantz Communications or      Nantz.
The Company agrees that each photography session shall not      exceed one and one-half days and each speaking engagement and store      appearance shall not exceed one-half day.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; What happens in the event of a change of control of one of the parties in this contract?
Answer: During the Term, Supplier will promptly notify Customer in writing if at any time a Change of Control shall occur as to Supplier, such notification to be given no later than fifteen (15) days following such Change of Control. [* * *]
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; What is the expiration date of this contract?
Answer: This Agreement will take effect on the Effective Date and remain in effect for a period of 1 year; provided, that Sections 2 and 3 level shall terminate promptly upon (a) any action or omission by Client or any of its customers which constitutes a breach of or default by TrueLink under any System Agreement or Credit Repository Agreement, which breach or default has either not been cured or cannot be cured within the applicable cure period and the consequences of which is that TrueLink will lose material rights it had pursuant to said Agreements or (b) any violations or breach by Client of Sections 8a - 8c.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; What is the governing law for this contract?
Answer: This Agreement and the rights and obligations of the Parties hereunder will be governed by the laws of the State of Delaware without regard to the conflict of laws provisions of any jurisdiction.
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; Does this contract include any revenue or profit-sharing arrangements?
Answer: As consideration for the rights granted and the services      to be rendered hereunder, the Company hereby grants to Nantz options (the      "Options"), to purchase shares of the common stock of the Company par value      $.001 per share (the "Share"), which are exercisable as follows:
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Are there any services to be provided after the termination of this contract?
Answer: The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.
If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon's or its Affiliates' Patent or other intellectual property or other proprietary rights.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; Can this contract be terminated for convenience, and under what conditions?
Answer: Customer shall have the right to terminate any Scope of Work and corresponding Purchase Order for Services at any time on reasonable advance written notice to Supplier (without terminating this Agreement), in which case Customer shall be responsible for:

[* * *]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there a cap on liability under this contract?
Answer: EXCEPT FOR CLAIMS UNDER SECTION 9 HEREOF, THE      LIABILITY OF A PARTY TO THE OTHER FOR DIRECT DAMAGES SHALL NOT EXCEED      FIFTEEN MILLION DOLLARS.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; What is the expiration date of this contract?
Answer: Unless earlier terminated in accordance with Section 4.2 or 4.3, this Agreement will be in effect from the Effective Date until completion of the Research Program.
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; Is there an anti-assignment clause in this contract?
Answer: Accordingly, except as otherwise expressly provided below, neither Nantz Communications nor Nantz shall assign any of their respective rights or delegate any of their respective duties or obligations under this Agreement without the written consent of the Company.
The rights granted the Company hereunder shall be used only by it and shall not, without the prior written consent of Nantz Communications or Nantz, be transferred or assigned to





any other.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the substantive Laws of the [* * *], excluding any rules of conflicts of laws that would apply the substantive laws of any other jurisdiction.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there uncapped liability under this contract?
Answer: EXCEPT FOR CLAIMS UNDER SECTION 9 HEREOF, THE      LIABILITY OF A PARTY TO THE OTHER FOR DIRECT DAMAGES SHALL NOT EXCEED      FIFTEEN MILLION DOLLARS.
Question: Consider the Strategic Alliance Agreement between BOSCH INTERNATIONAL, LLC and BOSCH TECHNOLOGIES, LLC for Printed LightSheets Distribution; What licenses are granted under this contract?
Answer: BOSCH hereby grants CLIENT the "Exclusive Distribution License Rights" sell and distribute the Products within the "Territory".
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; Does this contract include an exclusivity agreement?
Answer: Except as otherwise provided herein, and subject to the      Restrictions, Nantz Communications agrees that such Products may      prominently bear the Company's logo and shall not bear any other logos.
During the Term, neither Nantz Communications nor Nantz shall enter into





any activity, employment, independent contract, or other business arrangement which conflicts with Nantz Communications' or Nantz's obligations under this Agreement or perform any service which reasonably appears to be an endorsement of the sportswear apparel, hats and shoes of a third party without the Company's prior written approval.
Nantz Communications and Nantz expressly agree that the Endorsement will not be granted to anyone other than the Company for use during the Term in connection with the advertisement and promotion of sportswear apparel, hats and shoes.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: AbbVie shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of Sublicensees, under the licenses and rights of reference granted in Sections 5.1.1, 5.1.2 and 5.1.3, to its Affiliates and other Persons; provided that any such sublicenses shall be consistent with the terms and conditions of this Agreement and AbbVie shall remain liable for its obligations under this Agreement and for the performance of all Sublicensees.
AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products.
For purposes of clarity, AbbVie and its Affiliates shall have the right, in their sole discretion, to co-promote the Licensed Products with any other Person(s), or to appoint one (1) or more Third Parties to promote the Licensed Products without AbbVie in all or any part of the Territory.
AbbVie may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such AbbVie Affiliates are expressly granted certain rights herein; provided that each such Affiliate shall be bound by the corresponding obligations of AbbVie and, subject to an assignment to such Affiliate pursuant to Section 13.4, AbbVie shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; What is the notice period required to terminate the renewal?
Answer: This Agreement is effective as of the Effective Date and will expire in accordance with Section 2.1, unless, upon the occurrence of any of the following events, this Agreement is earlier terminated in accordance with this Section 18.1:

a) Customer delivers written notice of termination to Supplier at least [* * *] prior to the expiration date of the Initial Term, which termination shall be effective as of the expiration date of the Initial Term;

b) either Party delivers written notice of termination to the other Party at least [* * *] prior to the expiration date of the Renewal Term, which termination shall be effective as of the expiration date of the Renewal Term;
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); What are the audit rights under this contract?
Answer: In addition, Co-Host agrees to allow NAI's           independent auditors to audit and analyze appropriate accounting           records of Co-Host from time to time (but not more than one every six           (6) months) to ensure compliance with all terms of this Agreement.
The cost of such an audit will be borne by NAI unless           a material discrepancy indicating inadequate record keeping or that           additional fees due to NAI are discovered, in which case the cost of           the audit shall be borne by Co-Host.
Audits and inspections           shall not interfere unreasonably with Co-Host's business activities.]
Question: Consider the Strategic Alliance Agreement between BOSCH INTERNATIONAL, LLC and BOSCH TECHNOLOGIES, LLC for Printed LightSheets Distribution; Does this contract include an exclusivity agreement?
Answer: BOSCH hereby grants CLIENT the "Exclusive Distribution License Rights" sell and distribute the Products within the "Territory".
Bosch hereby grants to Client the exclusive rights to sell and distribute the Product, subject to the Territory as set forth below, to certain select companies in the Automotive Industry, each of which shall be approved by Bosch in writing as requested by the Client on a case by case basis.
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; Are there any exceptions to competitive restrictions in this contract?
Answer: Notwithstanding the foregoing Nantz shall be permitted to wear a Lynx hat or clothing logo when performing promotional services for Lynx and to use Lynx equipment when performing any promotional services for the Company in which equipment will be used.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Are the licenses granted under this contract non-transferable?
Answer: Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; What is the renewal term for this contract?
Answer: Should the Parties have not agreed to the following agreement by [* * *], this Agreement shall automatically stay in force for a maximum of [* * *] (unless otherwise mutually agreed by the Parties or as otherwise set forth in Section 18.1(a)) or until the Parties have signed the follow-on agreement (the "Renewal Term").
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; What are the insurance requirements under this contract?
Answer: VS represents and warrants that it has and will maintain during the Term of this Agreement and, additionally, where applicable, during the term of any active Work Order, and for a period of two (2) years following expiration or termination of either, insurance in the types and limits generally accepted in the industry.
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; Is there a most favored nation clause in this contract?
Answer: The Company acknowledges that Nantz Communications' and      Nantz's obligations to CBS or any other television station or network with      which Nantz Communications or Nantz has a contract or arrangement shall      take precedence over any other commitments of Nantz Communications or Nantz      under this Agreement.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Are there any services to be provided after the termination of this contract?
Answer: For three (3) years after each calendar quarter during the           term of this Agreement, Co-Host will keep, at Co-Host's office, full           and accurate books of account and copies of all documents and other           materials for such quarter relating to this Agreement and Co-Host's           records, accounts and contracts relating to the distribution of the           Products.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and shall be valid until the [* * *] (the "Initial Term").
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there a cap on liability under this contract?
Answer: EXCEPT WITH REGARD TO A PARTY'S BREACH OF SECTION 9, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS PURSUANT TO SECTION 12, EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THREE TIMES (3X) THE TOTAL VALUE OF THE WORK ORDER UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, IN EACH CASE ARISING IN CONNECTION WITH ANY DEFAULT OR BREACH OF OBLIGATIONS UNDER THIS AGREEMENT OR ANY ATTACHMENTS HERETO.
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Are the licenses granted under this contract non-transferable?
Answer: Co-Host hereby grants to NAI a non-exclusive,           non-transferable, royalty-free license during the term of this           Agreement to use the trademarks, service marks and trade names of           Co-Host in connection with the advertising and promotion of the Goods           from the Originating Locations, provided that NAI complies with the           terms of Section 9(b) of the Web Site Services Agreement (as defined           below).
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; What is the governing law for this contract?
Answer: This Agreement and its formation, operation and performance      shall be governed, construed, performed, and enforced in accordance with      the laws of the State of California.