orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; What are the insurance requirements under this contract?
Answer: IBM agrees to insure tooling       it owns. Where possible, MSL will be jointly insured with respect to the       IBM owned tooling for its interest.
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall be binding on the parties and their respective successors in interest and assigns, but neither party shall have the power to assign this Agreement without the prior written consent of the other party. LMG may not subcontract or delegate any of its duties or obligations of performance in this Agreement to any third party without the prior written consent of TAG.
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; What is the expiration date of this contract?
Answer: Dr. Murray's obligations set out herein shall be performed from the Effective Date until December 31, 2018 (the initial "Services Term").
Except as otherwise stated herein as pertaining only to a Services Term, this Agreement shall remain in effect for ten years, unless terminated in accordance with Sections 6.1 (a) or 6.2(b).
Question: Consider the Construction and Maintenance Agreement for Asia Pacific Cable Network 2 between China Telecom, Chunghwa Telecom, Korea Telecom, and other telecommunications companies; Is there an anti-assignment clause in this contract?
Answer: Except as otherwise provided in Paragraph 12 and Subparagraphs 22.2, 22.3, 22.4 and 22.5, during the term of this Agreement, no Party may assign, sell, transfer or dispose of the whole or any parts of its rights or obligations under this Agreement
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; How is intellectual property ownership assigned in this contract?
Answer: MD Anderson shall promptly make full written disclosure to LBIO, shall hold in trust for the sole right and benefit of LBIO, and hereby assigns, transfers and conveys to LBIO, or its designee, all of MD Anderson's worldwide right, title and interest in and to any and all Inventions and all Intellectual Property Rights therein and relating thereto[, provided that MD Anderson shall retain the right to use any such Invention for internal research, academic, and patient care purposes]
MD Anderson further acknowledges and agrees that all original works of authorship that are made by MD Anderson (solely or jointly with others) in the performance of the Research, excluding any publication made in accordance with Section 6.4 (a "Work") and that are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. However, to the extent that any Work may not, by operation of any Laws, be a work made for hire, MD Anderson hereby assigns, transfers and conveys to LBIO all of MD Anderson's worldwide right, title and interest in and to such Work, including all Intellectual Property Rights therein and relating thereto, subject to MD Anderson's right to use such Work for internal research, academic, and non-commercial patient care purposes prior to publication or public disclosure.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; Is there a cap on liability under this contract?
Answer: Neither Party will be liable to the other for lost profits,             consequential, punitive, or incidental damages, even if informed of             the possibility that such damages may be incurred.
The total liability for either Party, regardless of the form of             action, whether contract or tort, is limited to three percent (3%)             of the value of the bill of materials contained in the Products             delivered to IBM and IBM Customers by MSL in the period beginning             with the Effective Date of the Agreement through the resolution of             the action.
Any legal or other action related to a breach       of this Agreement must be commenced no later than [*] years from the date       of the breach in a court sited within the State of New York.
IBM's entire liability and MSL's exclusive remedy for actual damages from       cause whatsoever relating to the subject matter of this Agreement will be       limited to the amount of $25,000.
In no event will IBM be liable for any lost profits, lost savings,       incidental damages, or other economic consequential damages, even if IBM       has been advised of the possibility of such damages. In addition, IBM will       not be liable for any damages claimed by IBM based on any third party       claim.
Neither party may bring an action, regardless of form, arising out of this       Agreement more than [*] years after the cause of action arose.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; What are the insurance requirements under this contract?
Answer: Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.
Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.
In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer.
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; What is the governing law for this contract?
Answer: RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF GEORGIA.
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; Is there an anti-assignment clause in this contract?
Answer: LBIO may assign or transfer this Agreement without the prior written consent of but with written notice to MD Anderson promptly following consummation of the relevant transaction. MD Anderson hereby acknowledges and agrees that the rights and obligations hereunder are of a personal nature and, therefore, neither this Agreement nor any right or obligation contained within shall be assignable, transferable or delegable in whole or in part by MD Anderson and MD Anderson shall not, without the prior written consent of LBIO, sub-contract or otherwise engage any consultant or other third party to perform any of MD Anderson's activities or obligations under this Agreement or any Study Order.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; Is there a covenant not to sue included in this contract?
Answer: Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark "El Pollo Loco", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco® System (the "Marks"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco® Marks.
Question: Consider the Construction and Maintenance Agreement for Asia Pacific Cable Network 2 between China Telecom, Chunghwa Telecom, Korea Telecom, and other telecommunications companies; Can this contract be terminated for convenience, and under what conditions?
Answer: However, any Party may terminate its participation in this Agreement at the end of the Initial Period or any time thereafter by giving not less than one (1) year's prior notice thereof, in writing, to the other Parties.
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall become effective as of the Effective Date and, unless terminated under this Article, shall continue in effect until the Conversion Date (the "Term"); provided that, with respect to any LMG Tools identified in Exhibit A as having a license term beyond the Conversion Date, TAG's License to, and LMG's obligation to provide LMG Services for, such LMG Tools shall survive for the period specified in Exhibit A.
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; Is there a minimum commitment required under this contract?
Answer: LBIO agrees to commit funding in an amount not to exceed $14,211,864.00 for the performance of the Studies during the Term (collectively, "Initial Funding"), with the Initial Funding specifically allocated as follows: (a) $[* * *] for an upfront payment, and a minimum of $[* * *] for enrollment and treatment of a minimum of 40 patients in the Study described in Exhibit I (i.e., the Minimum Enrollment Target as defined in Exhibit 1) or up to $[* * *] (an "Individual Study Budget") for enrollment and treatment of up to 60 patients in the Study described in Exhibit I (i.e., the Maximum Enrollment Target as defined in Exhibit 1); (b) $[* * *] (which shall also be considered an Individual Study Budget) for enrollment, manufacturing of product, and treatment of 30 patients in the Study described in Exhibit II; and (c) $[* * *] for the Study described in Exhibit III.
With respect to Exhibit 1, the Individual Study Budget shall be the one associated with the Minimum Enrollment Target (as defined in Exhibit 1), and in the event that the Parties move to the Maximum Enrollment Target (as defined in Exhibit 1) then this table shall be applied to the incremental additional patients as if the incremental additional patients constitute their own protocol/budget.
Question: Consider the Construction and Maintenance Agreement for Asia Pacific Cable Network 2 between China Telecom, Chunghwa Telecom, Korea Telecom, and other telecommunications companies; What is the expiration date of this contract?
Answer: This Agreement shall become effective on the date and year first above written and shall continue in operation for at least an initial period of twenty-five (25) years following the RFS Date (hereinafter referred to as "initial Period") and shall be terminable thereafter by agreement of the Parties.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; How is intellectual property ownership assigned in this contract?
Answer: IBM assumes and will assume ownership and MSL assigns and will assign all       intellectual and industrial property rights for hardware, software, design       and documentation of all Products delivered under this Agreement

      IBM will also own and MSL will assign any invention made by MSL on       Products, and on any invention related to IBM processes and systems that       MSL makes while MSL uses those processes and systems in the performance of       this Agreement provided that nothing herein shall restrict MSL's right to       use such inventions in the performance of its obligations hereunder.
Question: Consider the Online Hosting Agreement between Diplomat Direct Marketing Corporation and Tadeo E-Commerce Corp.; How is intellectual property ownership assigned in this contract?
Answer: To the extent, if any, that ownership of the Hose Materials does not automatically vest in Tadeo by virtue of this Agreement or otherwise, Diplomat hereby transfers and assigns to Tadeo all rights, title and interest which Diplomat may have in and to the Host Materials.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; What licenses are granted under this contract?
Answer: Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add ", and specifically Section 2.20 hereof,") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco® System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the "Franchise Agreements").
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; What is the duration of any warranties provided in this contract?
Answer: The acceptance specification shall be completed no later than 90 days after the effective date of this Agreement and shall be attached to this agreement as Exhibit F. Upon successful completion of the acceptance testing, LICENSEE shall make the final "Development License Fee" payment described in Exhibit C LICENSEE shall, within thirty (30) days after delivery of any Licensed Technology, either accept such Licensed Technology or reject such Licensed Technology because of nonconformance with the Specifications.
D2 shall promptly correct any

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

12

errors in the Licensed Technology, or failures of the Licensed Technology according to the terms of Article 6 of this Agreement. D2's warranty and error correction obligations with respect to any portion of the Licensed Technology shall extend for a period (the "Warranty period") of one year commencing on acceptance of such portion of the Licensed Technology by LICENSEE.
Question: Consider the Online Hosting Agreement between Diplomat Direct Marketing Corporation and Tadeo E-Commerce Corp.; Is there an anti-assignment clause in this contract?
Answer: Neither party any assign this Agreement, or their respective rights and obligations hereunder, in whole or in part, without the other party's prior written consent; PROVIDED, HOWEVER, that Tadeo shall be entitled to assign all of its rights and obligations hereunder to any subsidiary or affiliated entity without the consent of Diplomat. Any attempt to assign this Agreement without such consent (if required) shall be void and of no effect AB INITIO.
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; Does this contract include an exclusivity agreement?
Answer: As between the Parties, and without limiting MD Anderson's assistance obligations under Section 7.2(b), LBIO shall have the sole and exclusive right to file patents covering or claiming Inventions and shall bear all costs with respect to the prosecution and maintenance thereof.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate.
Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; Is there a minimum commitment required under this contract?
Answer: MSL's target is [*]% defect free production.
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR SUCH OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL D2'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT PAID OR OWED BY LICENSEE TO D2 UNDER THIS AGREEMENT.
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, United States of America, without giving effect to any conflict of laws provisions.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign, transfer or subcontract any rights or duties       under this Agreement without prior written approval by the other Party.       MSL may assign or subcontract all or any part of this Agreement to any MSL       Related Company with IBM's prior written consent which shall not be       unreasonably withheld or delayed. MSL may not assign or transfer any       rights or duties under this Agreement without prior written approval by       IBM.
Neither party may assign, or otherwise transfer, its rights or delegate       its duties or obligations under this Agreement without prior written       consent.
MSL may not assign this Agreement without IBM's prior written consent. Any       attempted assignment without such consent is void.
Question: Consider the Online Hosting Agreement between Diplomat Direct Marketing Corporation and Tadeo E-Commerce Corp.; Can this contract be terminated for convenience, and under what conditions?
Answer: Upon Diplomat giving Tadeo at least sixty (60) days advance written notice of termination of this Agreement.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; Does this contract include an exclusivity agreement?
Answer: (If exclusive agreement, add "Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.")
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; What are the audit rights under this contract?
Answer: D2 may audit such records by engaging an independent public audit firm, approved in advance by Licensee, upon thirty days written notice, provided that (i) no more than one such audit may be made in any twelve month period, (ii) D2 may only audit LICENSEE's records for a particular time period once, and (iii) D2 shall be responsible for ensuring that the auditor executes and abides by LICENSEE's confidentiality agreement.
Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Answer: During the term of this Agreement, if MSL decides to sell a substantial       portion of its assets or operations outside the ordinary course of its       business, or to merge or transfer ownership of MSL to a third Party, MSL       will immediately notify IBM.
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; What is the expiration date of this contract?
Answer: The term of this Agreement commences on the Effective Date and shall continue in effect until the later of (a) the fourth (4th) anniversary of the Effective Date, or (b) the completion or termination of the Research and receipt by LBIO of all deliverables due from MD Anderson hereunder, unless sooner terminated in accordance with the provisions of Section 2.2 or Section 9.14.
Question: Consider the Online Hosting Agreement between Diplomat Direct Marketing Corporation and Tadeo E-Commerce Corp.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; Is there a non-compete clause in this contract?
Answer: To further protect the El Pollo Loco® System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a "Competitive Business" (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer's continued operation of any business already in existence and operating at the time of execution of this Agreement. In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.
For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.
Question: Consider the Online Hosting Agreement between Diplomat Direct Marketing Corporation and Tadeo E-Commerce Corp.; What is the renewal term for this contract?
Answer: Diplomat or Tadeo, if such party is not in default of the terms of this Agreement, may extend the term of this Agreement for an additional one year ("Additional Period"), provided the extending party gives the other party at least sixty (60) days advance written notice before the end of the Period.