orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Cooperation Agreement between Allison Transmission Holdings, Inc. and the ValueAct Group; What is the governing law for this contract?
Answer: THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
Question: Consider the Cooperation Agreement between e.l.f. Beauty, Inc. and Marathon Partners; What is the expiration date of this contract?
Answer: Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, (i) that this Section 8 shall survive any such termination and (ii) no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.
Question: Consider the Cooperation Agreement between Allison Transmission Holdings, Inc. and the ValueAct Group; Is there an anti-assignment clause in this contract?
Answer: This Agreement is solely for the benefit of the parties hereto and is not binding upon or enforceable by any other persons
No party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void.
Question: Consider the Cooperation Agreement between Beike Internet Security Technology Co., Ltd. and Baidu Online Network Technology (Beijing) Co., Ltd. for Internet Search Services; Are the licenses granted under this contract non-transferable?
Answer: Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What is the notice period required to terminate the renewal?
Answer: Upon the expiration of the Term, the Term shall automatically extend for successive 12-month periods until one Party terminates the Agreement by providing at least 180 days prior written notice to the other Party prior to the expiration of the then-current term or unless sooner terminated in accordance with the terms of this Agreement.
Either Party may terminate this Agreement for any reason upon providing 180 days prior written notice to the other Party prior to the expiration of the then-current term or unless sooner terminated in accordance with the terms of this Agreement.
Question: Consider the Cooperation Agreement between Allison Transmission Holdings, Inc. and the ValueAct Group; What is the expiration date of this contract?
Answer: This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the "Covered Period") commencing on the date hereof and ending on the date that is the earliest of: (i) the Company's failure to appoint the ValueAct Designee to the Board following the ValueAct Group's written request to the Company to have the ValueAct Designee appointed to the Board pursuant to Section 1(a) of this Agreement; (ii) the failure of the Company to comply in good faith with Section 1(e) of this Agreement; or (iii) the date which is the 60t h day prior to the Company's 2016 annual meeting of stockholders.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Does this contract include any revenue or profit-sharing arrangements?
Answer: Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:

(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;

(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and

(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.
If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].
If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Does this contract provide for joint intellectual property ownership?
Answer: Ownership of any works to be created jointly by the          parties, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein, shall be          decided by the parties at the commencement of such joint efforts.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; How is intellectual property ownership assigned in this contract?
Answer: All changes, modifications and enhancements or          derivative works made to the Software or Documentation by Corio or          Changepoint, or jointly by the parties, shall be owned by Changepoint,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein.
Question: Consider the Cooperation Agreement between Beike Internet Security Technology Co., Ltd. and Baidu Online Network Technology (Beijing) Co., Ltd. for Internet Search Services; What licenses are granted under this contract?
Answer: In addition, Party A shall not use the functions and information provided by Party B to carry out any commercial activities.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What is the renewal term for this contract?
Answer: Upon the expiration of the Term, the Term shall automatically extend for successive 12-month periods until one Party terminates the Agreement by providing at least 180 days prior written notice to the other Party prior to the expiration of the then-current term or unless sooner terminated in accordance with the terms of this Agreement.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; Is there a minimum commitment required under this contract?
Answer: For any Product or Solution sold to any perspective clients introduced by Bravatek registered with COMPANY via email to COMPANY's CEO and delivered through Bravatek or a COMPANY-designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by COMPANY at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at COMPANY's bank account.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Is there an anti-assignment clause in this contract?
Answer: Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).
Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment. In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party.
Any attempted assignment not in accordance with this Section 13.2 shall be void.
Question: Consider the Cooperation Agreement between Beike Internet Security Technology Co., Ltd. and Baidu Online Network Technology (Beijing) Co., Ltd. for Internet Search Services; Are there any exceptions to competitive restrictions in this contract?
Answer: During the cooperation between the parties, Party A agrees not to enter into any form of cooperation with Qihoo 360, unless PartyA needs such cooperation with Qihoo 360 for business or technology and Party B has provided its prior consent.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: For any Product or Solution sold to any perspective clients introduced by Bravatek registered with COMPANY via email to COMPANY's CEO and delivered through Bravatek or a COMPANY-designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by COMPANY at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at COMPANY's bank account.
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall commence on the Effective Date and shall continue until the fifth (5t h) anniversary of the Effective Date (the "Term"), unless the Agreement is sooner terminated in accordance with the terms of this Agreement.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; What happens in the event of a change of control of one of the parties in this contract?
Answer: Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Does this contract include any volume restrictions?
Answer: Corio shall not demonstrate the Software to any          one Customer for more than sixty (60) days from the start of that          Customer demonstration, and Corio shall not demonstrate the Software to          more than ten (10) Software Users at any one time.
Question: Consider the Cooperation Agreement between Beike Internet Security Technology Co., Ltd. and Baidu Online Network Technology (Beijing) Co., Ltd. for Internet Search Services; What is the governing law for this contract?
Answer: The execution, validity, construction, enforcement and the settlement of any disputes herefrom shall be governed by PRC Laws.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Is there a covenant not to sue included in this contract?
Answer: LEA shall not at any time do or cause to be done any act, omission, or thing contesting or in any way impairing or tending to impair any part of T&B's right, title and interest in the Licensed Intellectual Property.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Is there a clause preventing the solicitation of employees in this contract?
Answer: [***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for the licenses granted to Corio          pursuant to Section 2 (except Section 2.5) of this Agreement, Corio          shall pay the revenue sharing fees specified in EXHIBIT B hereto.
Software Support and Maintenance          shall automatically continue during the term of this Agreement and          thereafter for the remaining term of any contracts Corio has with its          Customers to continue providing the Corio Services, provided that Corio          continues to pay the revenue sharing fees as provided in EXHIBIT B          hereto.
REVENUE SHARING FEES:

1.       Corio Customer Application Management Revenue:

         Corio to pay Changepoint *** of all Application          Management Revenue from Corio Customers for use of Changepoint Software          subject to the following limitations.

                A.  The Corio invoice amounts used to calculate the revenues                     subject to this revenue share shall not include Professional                     Service fees or Network access fees.

                B.  These Application Management Revenue fees shall begin                     accruing when the Corio Customer first commences making                     payments to Corio for the Corio Services.

         Software support and maintenance fees are included in the 10% Revenue          Sharing Fee.
The Annual               Maintenance Fee is 18% of the undiscounted License Fees due to               Changepoint hereunder and is payable annually in advance.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement or any rights or          obligations hereunder, whether by operation of law or otherwise,          without the prior written consent of the other party.
Any assignment in          violation of this Section 14.1 shall be null and void.
Customer may assign this Agreement without Changepoint's consent (i) to an Affiliate of Customer; or (ii) to a purchaser of all or substantially all of Customer's assets. Otherwise, neither this Agreement nor any rights granted hereby may be transferred or assigned by Customer to any other person without Changepoint's prior written consent, (such consent shall not be unreasonably withheld), and any such attempted assignment shall be null and void.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may also be terminated by either party upon ninety (90) days written notice.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall not be assignable by either party without the prior written consent of the other party.
Question: Consider the Cooperation Agreement between Beike Internet Security Technology Co., Ltd. and Baidu Online Network Technology (Beijing) Co., Ltd. for Internet Search Services; What is the renewal term for this contract?
Answer: One month prior to the expiry of the Cooperation Term, the parties may further negotiate the cooperation forms, if fails, this Agreement will be terminated upon expiry.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What are the insurance requirements under this contract?
Answer: In any instance to which such indemnities pertain, LEA shall obtain and maintain necessary insurance, including, without limitation, Commercial General Liability Insurance, including product liability insurance, trademark infringement, copyright infringement, defamation, contractual liability and personal and advertising injury liability insurance in an amount no less than ten million dollars ($10,000,000.00) per occurrence and ten million dollars ($10,000,000.00) aggregate combined single limit. T&B and Tarek El Moussa shall be named as an additional insured on such insurance and proof of such inclusion shall be provided to T&B.
Question: Consider the Cooperation Agreement between Beike Internet Security Technology Co., Ltd. and Baidu Online Network Technology (Beijing) Co., Ltd. for Internet Search Services; What is the expiration date of this contract?
Answer: The Cooperation Term of the parties shall be two years from May 1, 2013 to April 30, 2015.
This Agreement is effective on the day of May 1, 2013 and the effective term is the same as the Cooperation Ter
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; What is the governing law for this contract?
Answer: This Agreement is entered into in the State of Texas and shall be interpreted according to the laws of the State of Texas.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES IN CONNECTION WITH CLAIMS SUBJECT TO THE INDEMNIFICATION PROVISIONS OF SECTION 9.1 OR A BREACH OF EITHER PARTY'S OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the License and Hosting Agreement between Corio Inc. and Changepoint, Inc.; Is there a non-compete clause in this contract?
Answer: During the term of this Agreement, Corio agrees not          to provide the Software in connection with Corio Services or distribute          the Software under Section 2.5 of this Agreement to the following          companies or their subsidiaries: ***. Corio and Changepoint agree that          on an semi-annual basis, this list of companies will be reviewed by          the parties and each party agrees that its consent to the other          party's request for changes to this list (additions and deletions)          will not be unreasonably withheld or delayed.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Does this contract include an exclusivity agreement?
Answer: During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES IN CONNECTION WITH CLAIMS SUBJECT TO THE INDEMNIFICATION PROVISIONS OF SECTION 9.1 OR A BREACH OF EITHER PARTY'S OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Sibannac, Inc.; What is the notice period required to terminate the renewal?
Answer: The term of this Agreement is twelve (12) months from the date hereof, and will be automatically renewed for one (1) additional twelve month period unless either party shall notify the other in writing of its intention not to renew. Such notice must be given ninety (90) days prior to expiration of the original term.
Question: Consider the Collaboration Agreement between Capsugel US, LLC and Cardax, Inc. for Product Development and Commercialization; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS ARISING UNDER OR RELATING TO THIS AGREEMENT. Except in the event of (i) a Party's gross negligence or willful misconduct and/or (ii) a Party's breach of its confidentiality obligation, the total liability of one Party to the other Party (and its Affiliates) arising out of or in connection with this Agreement or the Products, whether in contract, tort (including negligence), statute or otherwise, shall, to the maximum extent permitted by Applicable Law, be limited to the amount of revenues it receives under this Agreement.
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Is there a non-compete clause in this contract?
Answer: [***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.