orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; What are the insurance requirements under this contract?
Answer: Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $         ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products. As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above. Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval. KI, Inc. shall be entitled to a copy of the





then prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Does this contract include an exclusivity agreement?
Answer: Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; Does this contract include an exclusivity agreement?
Answer: For the Initial Term of this Agreement, iVillage agrees that Ford shall be the exclusive automobile manufacturer sponsor and advertiser throughout the Network, with respect to entities whose primary business is that of an automotive manufacturer and/or retailer.
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Does this contract include an exclusivity agreement?
Answer: Subject to Client's prior written approval in each case, EFS shall have the right to work  with Client's manufacturers for the production of Merchandise that will be designed and offered for sale exclusively via the  Playboy Commerce Business.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT IN A DIRECT ACTION BETWEEN THE PARTIES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) SUFFERED BY THE OTHER PARTY.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; Are there any services to be provided after the termination of this contract?
Answer: Upon the termination of this license,       notwithstanding anything to the contrary herein, all royalties on sales       theretofore made shall become immediately due and payable and no minimum       royalties shall be repayable.
Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; Is there uncapped liability under this contract?
Answer: EXCEPT WITH RESPECT TO DAMAGES THAT ARISE DUE TO A  PARTY'S BREACH OF CONFIDENTIALITY (ARTICLE 12) OR  INDEMNIFICATION  OBLIGATIONS  (ARTICLE 11),  IN  NO  EVENT WILL  EITHER  PARTY  BE  LIABLE  TO  THE  OTHER  FOR  CONSEQUENTIAL, INDIRECT,  SPECIAL,  EXEMPLARY OR  PUNITIVE DAMAGES  FOR ANY  CAUSE OF  ACTION, WHETHER  IN  CONTRACT, TORT  OR OTHERWISE,  INCLUDING LOST REVENUES, PROFITS OR BUSINESS OPPORTUNITIES ARISING OUT OF OR  IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE OTHER  PARTY WAS  OR  SHOULD HAVE  BEEN  AWARE OF  THE POSSIBILITY OF  THESE DAMAGES. EXCEPT WITH  RESPECT TO  DAMAGES THAT  ARISE  DUE TO  A  PARTY'S BREACH  OF  CONFIDENTIALITY  (ARTICLE 12)  OR  INDEMNIFICATION  OBLIGATIONS  (ARTICLE 11), THE  LIABILITY  OF  EITHER  PARTY  UNDER  THIS AGREEMENT  (WHETHER  BY  REASON  OF  BREACH  OF  CONTRACT,  TORT,  OR  OTHERWISE)  WITH  RESPECT  TO  A  GIVEN  CLAIM  SHALL  NOT  EXCEED  AN AMOUNT EQUAL TO [***].
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Is there a most favored nation clause in this contract?
Answer: If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering ("IPO") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Is there a non-compete clause in this contract?
Answer: Upon written request of Client, EFS shall discontinue or modify  any Advertisement that in the reasonable opinion of Client is not appropriate for the Client brand or is competitive with Client  business.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What is the governing law for this contract?
Answer: Agreement shall be governed by, and construed in accordance with the laws of the State of New York without regard to the conflicts of laws principles thereof.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; What are the audit rights under this contract?
Answer: University will provide ArTara and CRO the opportunity to examine the originals of medical records and supporting records for the Program Data at the University during normal business hours and at mutually agreeable times.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Achaogen shall be responsible for the prosecution and maintenance of any Patent applications and Patents claiming or covering any Achaogen Inventions, and Microgenics shall be responsible for the prosecution and maintenance of any Patent applications and Patents claiming or covering any Microgenics Inventions; provided, that  [***] shall not, without first obtaining [***] prior written consent, file any Patent claiming or covering the [***]; provided, further, that, in the event that any such Patent applications covering or claiming any  [***] are filed without first obtaining  [***] prior written consent, then  [***] hereby grants [***] a perpetual, irrevocable, fully paid-up, royalty-free, worldwide, sublicenseable, non-exclusive license under such Patent applications and any Patents issuing therefrom or related thereto for the purpose of developing, manufacturing, using or commercializing [***].
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; Is there a minimum commitment required under this contract?
Answer: Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:

                  (1) 1st License Year (8/1/95 - 1/30/97):     $                   (2) 2nd License Year (2/1/97 - 1/30/98):     $                   (3) 3rd License Year (2/1/98 - 1/30/99):     $                   (4) 4th License Year (2/1/99 - 1/30/2000):   $
The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat.
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; What is the governing law for this contract?
Answer: This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; Is there a most favored nation clause in this contract?
Answer: In addition, in the event that iVillage desires to form a sponsorship relationship with an automobile rental company during the term of this Agreement, iVillage shall notify Hertz and provide Hertz with an opportunity to enter into such a relationship with iVillage, on not less favorable terms than those offered to any other automobile rental company.
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Is there a most favored nation clause in this contract?
Answer: The parties agree that Client will not be  charged a higher fee than what is being made available by EFS to its other Clients for similar services.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Are there any services to be provided after the termination of this contract?
Answer: In the event of any termination of the Project by University, (a) University agrees to complete Phase I and II of the Project, and (b) ArTara will continue to provide annual funding until the completion of Phase II. Upon termination of the Project by ArTara this Agreement will terminate subject to Section 8.3 and ArTara will reassign to University the IND if assignment thereof previously occurred pursuant to Section 4.3.
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws  of the Illinois without giving effect to its conflict of laws principles.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; Does this contract include any revenue or profit-sharing arrangements?
Answer: Diplomat agrees to pay KI, Inc. as royalty a sum equal to  % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.
In the       event any sale is made at a special price to any of Diplomat's       subsidiaries or to any other person, firm or corporation related in any       manner to Diplomat or its officers, directors or major stockholders, there       shall be a royalty paid on such sales based upon the price generally       charged the trade by Diplomat.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; How is intellectual property ownership assigned in this contract?
Answer: Achaogen retains all rights in and to the Achaogen Patents and Achaogen Know-How. Microgenics retains all rights in and to the Immunoassay Technologies and Microgenics Know-How.
Achaogen shall own all discoveries and inventions made by one or both of the Parties as part of the Research Program, whether or not patentable, relating (i) solely to Plazomicin, the Achaogen Patents, the Achaogen Know-How, and Achaogen Materials or (ii) [***] (each of (i) and (ii), "Achaogen Inventions"). Microgenics shall own all inventions and discoveries made by one or both of the Parties as part of the Research Program, whether or not patentable, relating solely to Microgenics Cell Lines, Microgenics [***] Antibodies, the Assay, Immunoassay Technologies and Microgenics Know-How ("Microgenics Inventions").
The Achaogen Patents, Achaogen Know-How and the Achaogen Materials shall at all times remain the sole property of Achaogen.
The Microgenics Cell Lines, Microgenics  [***] Antibodies, Immunoassay Technologies and Microgenics Know-How shall remain the sole property of Microgenics.
As between the Parties, Microgenics shall own all right, title and interest in and to any Trademarks developed by or for Microgenics for use in connection with the Assay.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; What licenses are granted under this contract?
Answer: University hereby grants to ArTara an exclusive license to use the Program Data solely for the Project and in Regulatory Filings in the Field in the Territory.
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What is the renewal term for this contract?
Answer: The Parties agree that prior to July 1, 2000, iVillage will provide FMM with the opportunity to renew this Agreement (the "Renewal Term") on terms set forth in a proposal (the "Proposal) to be presented to FMM. FMM shall indicate its acceptance or rejection of the Proposal no later than August 31, 2000. If iVillage does not receive FMM's acceptance or rejection of the Proposal by August 31, 2000, iVillage may interpret FMM's non response as a rejection of the Proposal.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign this Agreement to a Third Party unless both Parties have agreed to such assignment in a writing signed by an authorized representative of each Party hereto; provided, however, that upon providing written notice, (i) either Party may, without the other Party's consent, assign this Agreement to an Affiliate or to any Third Party entity that acquires all or substantially all of its assets to which this Agreement relates and (ii) Achaogen may, without Microgenics' consent, assign this Agreement (in whole or in part) to a Third Party licensee of Achaogen's rights with respect to Plazomicin.
Any assignment not in accordance with this Section 13.2 (Assignment) shall be void.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; Is there an anti-assignment clause in this contract?
Answer: This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.
KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What is the expiration date of this contract?
Answer: The initial production period shall be for a period of two (2) months to commence on November 4, 1998 (the "Production Period"), and the remaining term of this Agreement shall be for a period of twenty four (24) months to commence on the tentative launch date of January 4, 1999, unless terminated earlier as provided herein (the "Promotion Period"), (The Production Period and the Promotion Period shall be collectively referred to as the "Initial Term").
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; What is the renewal term for this contract?
Answer: This Agreement shall automatically renew for an additional period of three (3) years (such renewal  and each subsequent renewal shall be defined as a "Renewal Term") provided that EFS achieves Net Merchandise Sales of at  least ***** during the fourth year following launch of the first Website.
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall commence as of the Effective Date and, unless earlier terminated as provided under  this Agreement, shall terminate five (5) years following the date of launch of the first Website, but in no event later than February  28, 2013 (the "Initial Term").
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Does this contract provide for joint intellectual property ownership?
Answer: All intellectual property or patentable inventions arising out of or in connection with the Project that are discovered or invented jointly by Principal Investigator and ArTara shall be considered Joint Intellectual Property and shall be jointly owned by the University and ArTara.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; Are there any exceptions to competitive restrictions in this contract?
Answer: The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.
Question: Consider the Endorsement Agreement for Kathy Ireland Eyewear between Kathy Ireland, Inc., The Sterling/Winters Co., and Diplomat Ambassador Eyewear Group; Does this contract include an exclusivity agreement?
Answer: The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: In the event that the Responsible Party elects to abandon any applicable Patent, the Responsible Party shall notify the Review Party in writing (such notice, an "Abandonment Notice") at least  [***]  ([***]) days prior to any filing or payment due date or any other due date that requires action to prevent loss of rights, and in the event that the Review Party provides the Responsible Party with written notice within  [***] ([***]) days of receipt of the applicable Abandonment Notice, the Review Party shall thereafter have the right, [***], to conduct such filing, prosecution and maintenance for the applicable Patent.
Question: Consider the Strategic Alliance Agreement between Turnkey Capital Inc. and Seminole Indian Company; Is there a covenant not to sue included in this contract?
Answer: TKCI affirms that it shall not have any claim towards SIC if the management decides not to sign the agreement in the investigation stage, and before any agreements are signed, for any reasons whatsoever.
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; Can this contract be terminated for convenience, and under what conditions?
Answer: Achaogen may terminate this Agreement in its entirety, for any reason, by providing at least sixty (60) days prior written notice to Microgenics.
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; How is intellectual property ownership assigned in this contract?
Answer: Upon written request of ArTara, University will assign the IND to ArTara.
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Is there a cap on liability under this contract?
Answer: EXCEPT UNDER SECTIONS 13(a) AND 13(b), IN NO EVENT WILL EITHER PARTY             BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL             DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING             NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED             OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EITHER PARTY FOR             DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR             ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE             AMOUNTS TO BE PAID BY CLIENT TO EXCITE HEREUNDER.
Question: Consider the Strategic Alliance Agreement between Turnkey Capital Inc. and Seminole Indian Company; Does this contract include any revenue or profit-sharing arrangements?
Answer: Net revenue from business operations created by Holding Company for the alliance will be distributed by Holding Company equally - 50/50 - to TKCI and SIC:

SIC's original business concepts and plans, as well as opportunities brought to the table through its connections, and third-party contracts, are ways that we anticipate business could be generated, and revenues created; TKCI's advisory and management services and capital resources will provide the critical structure and business mechanism to carry concepts through to revenue.