orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Is there an anti-assignment clause in this contract?
Answer: On either party assigning or attempting to assign this agreement without the prior written consent of the other party.
The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; What is the expiration date of this contract?
Answer: This Development Agreement will begin on the Effective Date and continue for four (4) years unless earlier terminated pursuant to Section  10.2, or unless the parties extend the term by mutual written Development Agreement ("Term").
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date and shall continue for the longer of the first anniversary of the Effective Date or the duration of the Manufacturing and Distribution Agreement (the "Term").
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; What licenses are granted under this contract?
Answer: During the term of this Agreement, and subject to the terms and conditions hereof, STAAR hereby grants to Distributor, and Distributor hereby accepts, the limited, nontransferable, nonexclusive right and license to use the trade name, trademarks, and logos of STAAR (collectively, "Trademarks"), without the right to grant sublicenses, solely in connection with the marketing, distribution and sale of the Products in the Territory pursuant to this Agreement.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there a non-compete clause in this contract?
Answer: Except as expressly contemplated by this Agreement (including Article XIII hereof) and subject to Section 13.1 hereof, King shall not promote, market or distribute any product containing metformin hydrochloride as the sole active ingredient in the Territory during the Term of this Agreement, other than the Product.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What happens in the event of a change of control of one of the parties in this contract?
Answer: If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.
Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there a cap on liability under this contract?
Answer: In no event will either Party be liable to the other Party under this Agreement for any consequential, indirect, special, incidental, punitive or exemplary loss or damage, including, without limitation, business interruption, cost of capital, loss of anticipated revenues and profits, loss of goodwill or increased operating costs, whether arising from contract, warranty, tort, strict liability or otherwise regardless of whether the possibility of such losses or damages have been made known to the first Party, and each Party hereby expressly waives all such rights and remedies, except for breach of any confidentiality or restricted use provisions of this Agreement and except as provided in Paragraph 11.04 (Exceptions to Limitations of Liability).
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there uncapped liability under this contract?
Answer: Notwithstanding anything to the contrary in this Agreement, each Party will bear full responsibility, without limit, for the following:

(i) Gross Negligence or Willful Misconduct attributable to its personnel, and, in no event, will a Party be required to release or indemnify the other Party for Gross Negligence or Willful Misconduct attributable to the other Party; and

(ii) its legal obligations to third parties wherein nothing in this Agreement is intended to impair a party's contribution and indemnity rights under law with respect to third party claims.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; What is the governing law for this contract?
Answer: This Agreement will be construed under and in accordance with, and governed in all respects by, the laws of the State of New York, without regard to its conflicts of law principles.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Is there a cap on liability under this contract?
Answer: Except in respect of personal injury or             death caused by the negligence of either party (for which by law no             limit applies), in the event either party shall be liable to the             other party on account of the performance or nonperformance of its             respective obligations under this Agreement, whether arising by             negligence, wilful misconduct or otherwise, the amount recoverable             by the other party for all events, acts or omissions shall not             exceed, in the aggregate, an amount equal to payments made under             this Agreement.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there a minimum commitment required under this contract?
Answer: During each Contract Year, as defined below, Distributor shall purchase from STAAR the minimum quantity of each Product that shall be mutually agreed between the parties in advance of the applicable Contract Year ("Minimum Product Quantities"). The Minimum Purchase Quantities for the Contract Year are as set forth on Exhibit B attached hereto. Within ninety (90) days prior to the expiration of each Contract Year, the parties will discuss in good faith and agree on the Minimum Product Quantities for the successive Contract Year; provided, however, that, if the parties fail to reach agreement on or otherwise specify the Minimum Purchase Quantities for the successive Contract Year, the Minimum Product Quantities for such successive Contract Year shall be __________ percent (___%) of the Minimum Purchase Quantities for the existing Contract Year.
Failure of Distributor to purchase the Minimum Purchase Quantities for any Contract Year, shall be considered a material breach of this Agreement.
STAAR shall have the right to terminate this Agreement by giving written notice to Distributor, effective immediately on receipt of such notice, (a) if Distributor fails to meet the Annual Minimum Volume as set forth in Section 7.2 or (b) pursuant to Section 15, or in the event the parties are unable to agree upon changes in the prices for Products within thirty (30) days following STAAR's notice thereof.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What are the audit rights under this contract?
Answer: During the Term of this Agreement, HealthGate shall accommodate one             employee or representative of Publishers at HealthGate's office for             the purpose of reviewing and understanding the operation of the             Site.
The Publishers and/or their respective independent auditors,                     at no expense to HealthGate, and upon twenty (20) Business                     Days' written notice to HealthGate, shall have the right to                     conduct an operational audit pertaining to the fees and the                     Services rendered pursuant to this Agreement, including but                     not limited to having HealthGate process through any system                     test data supplied by the Publishers and/or their respective                     auditors, operate audit software on any system or download                     Publishers' Content and/or usage statistics to a computer                     designated by the Publishers, and/or their respective                     auditors.
HealthGate shall make available for the Publishers and/or                     the Publishers' auditors inspection all records relating to                     the fees and to the Services provided pursuant to this                     Agreement.
The Publishers and/or their auditors, at no expense to HealthGate,             and upon twenty (20)Business Days' written notice to HealthGate,             shall have the right to conduct a system backup and disaster             recovery audit with regard to the Services provided pursuant to this             Agreement.
HealthGate shall allow the Publishers and/or their auditors access             to any site used by HealthGate as a backup facility, if HealthGate             can secure the rights for the Publishers and/or their auditors to             enter the backup facility.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Is there an anti-assignment clause in this contract?
Answer: In  the  event  either  party  (a)  becomes                   adjudicated insolvent,  (b) discontinues its business, (c) has                   voluntary of  involuntary  bankruptcy  proceedings  instituted                   against  it, or (d) makes an  assignment  for the  benefit  of                   creditors, the other party shall be entitled to terminate this                   Agreement effective immediately upon written notice.
No  assignment  of this  Agreement  or any  right                   accruing  hereunder  shall be made by the Distributor in whole                   or in part,  without the prior written consent of the Company,                   which  consent  shall  not  be  unreasonably  withheld.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; What is the renewal term for this contract?
Answer: The Term of this Agreement shall be extended for subsequent one year periods upon the mutual agreement of the parties, which agreement shall be set forth in writing (in which event a party that desires to so extend the Term of this Agreement shall notify the other party at least 120 days prior to the termination of this Agreement).
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Should Company  introduce  other products or                   devices as contemplated by recital paragraph "A",  Distributor                   shall  have  the  option  of  becoming   Company's   exclusive                   distributor  of such  other  Products  or  devices  within the                   Market.
Distributor  shall exercise its option to                   become  exclusive  Distributor of other Products or devices by                   serving  written  notification  on Company of its  election to                   become  exclusive  distributor  within  thirty  (30) days upon                   which  Company  informed  Distributor  in writing of Company's                   intention  to  introduce   other   Products  or  devices.
If                   Distributor  does not exercise its option as herein  provided,                   Company may  distribute  the other  Products or devices within                   the Market itself or through other distributors.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there an anti-assignment clause in this contract?
Answer: Distributor shall not have the right to appoint any subdistributors, subcontractors or other third parties to market, distribute or sell the Products.
Neither party may, directly or indirectly (including in connection with a change of control transaction), transfer or assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other; provided that STAAR may assign any of its rights and delegate any of its obligations hereunder to its subsidiaries and affiliated companies or in connection with a sale or transfer of all or substantially all of its business to which this Agreement relates, whether by merger, sale of assets or otherwise, without Distributor's prior written consent.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Does this contract include an exclusivity agreement?
Answer: The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.
The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.
The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.
The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Can this contract be terminated for convenience, and under what conditions?
Answer: Notwithstanding the provisions of Section 3 above, either party shall have the right to terminate this Agreement, without cause, upon no less than ninety (90) days' prior written notice to the other party.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; What are the audit rights under this contract?
Answer: At the request of ExxonMobil, FCE will permit, at reasonable intervals and during regular business hours, during the Term of this Agreement and at least three (3) years thereafter, but no more than once per fiscal year, an independent certified public accounting firm of nationally recognized standing selected by ExxonMobil (and approved by FCE, which approval will not be unreasonably withheld) to inspect, during regular business hours, such books, records, and accounts and any part of the applicable operations and facilities of FCE relevant to this Agreement, and to have access to FCE's knowledgeable personnel, as may be necessary to determine the completeness and accuracy of any accounting and payments required to be made under this Agreement and compliance with other terms of this Agreement, subject to the following:

(a) ExxonMobil and its employees or other representatives will have the right to reproduce for its internal records any of the documents kept by FCE in accordance with Paragraph 18.01 (Recordkeeping), such reproduced documents shall be subject to the confidentiality and use provisions contained in Article 4; and

(b) all expenses of each such audit, including any pre-approved reasonable expenses incurred by FCE for such audit, will be for the account of ExxonMobil.
FCE will cause any subcontractors to preserve documentation and allow ExxonMobil to audit such books, records, and accounts of subcontractors by way of auditing FCE.
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; What is the expiration date of this contract?
Answer: The term of this Agreement shall commence on the Effective Date and shall continue, unless terminated sooner in accordance with this Article VIII, until June 27, 2011 (the "Term").
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Is there a clause preventing the solicitation of employees in this contract?
Answer: During the Term of this Agreement and for a period of                            twelve (12) months  thereafter,  the  Distributor (on                            behalf of itself,  each of its affiliates and each of                            their respective representatives) agrees that it will                            not  directly  or  indirectly  solicit  or  hire  any                            executive,  managerial  or technical  employee of the                            Company or any of its affiliates.
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Is there a non-compete clause in this contract?
Answer: The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Does this contract include an exclusivity agreement?
Answer: The Company appoints the Distributor as an  exclusive  distributor  of Products in the Market,  subject to the terms and conditions of this Agreement.
Company  hereby   appoints                            Distributor as Company's exclusive distributor within                            the Market and grants to  Distributor  the  exclusive                            right  to sell and  distribute  Products  within  the                            Market,   and   Distributor   hereby   accepts   such                            appointment  and such grant,  in accordance  with the                            terms and conditions of this  Agreement.
The  Distributor  shall  not order or                   purchase Products from any source other than the Company.
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Publishers grant to HealthGate a perpetual, royalty-free licence to             use the Specification.
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Are there any services to be provided after the termination of this contract?
Answer: Such books, records and accounts will be maintained for a period of at least three (3) years following the termination or expiration of this Agreement, provided there are no pending disputes between the Parties.
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Is there a cap on liability under this contract?
Answer: CNET shall indemnify and hold the Company           harmless from and against any costs, losses, liabilities and expenses,           including all court costs, reasonable expenses and reasonable           attorney's fees (collectively, "Losses") that the Company may suffer,           incur or be subjected to by reason of any legal action, proceeding,           arbitration or other claim by a third party, whether commenced or           threatened, arising out of or as a result of (a) any breach or alleged           breach by CNET of its representations, warranties or covenants           hereunder; or (b) the operation of the CNET Sites (except in cases           where the Company is required to indemnify CNET under the following           paragraph), including claims of infringement or misappropriation of           intellectual property rights.
The Company shall indemnify and hold           CNET harmless from and against any Losses that CNET may suffer, incur           or be subjected to by reason of any legal action, proceeding,





          arbitration or other claim by a third party, whether commenced or           threatened, arising out of or as a result of (a) any breach or alleged           breach by the Company of its representations, warranties or covenants           hereunder; (b) the use by CNET of the Company Marks or any content           provided by the Company to CNET expressly for display in connection           with or as part of the Promotions, including claims of infringement or           misappropriation of intellectual property rights; or (c) the operation           of the Company Site or the offer or sale of the Products by the           Company or through the Company Site.
NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL,           INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR           RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF           LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN           ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there a non-disparagement clause in this contract?
Answer: Refrain from making any claims or representations concerning the Products other than as set forth in the applicable specifications or labeling therefor and never disparage either STAAR or the Products.
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Does this contract include an exclusivity agreement?
Answer: Distributor shall (a) procure the Products solely from STAAR (or its affiliates)
Subject to Section 8.3, Distributor's right to market, distribute and sell the Products in the Territory shall be exclusive.