orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.
Question: Consider the Technical Infrastructure Maintenance Agreement between Medical Manager Midwest, Inc. and MTS, Inc.; What is the duration of any warranties provided in this contract?
Answer: MMMW provided Customer with an all inclusive warranty for a period of           12 months commencing on the date of installation to include system           purchased by Customer from MMMW
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What are the insurance requirements under this contract?
Answer: You shall procure and maintain in full force and effect during the term of this Agreement, at Your expense, insurance policies written by an insurance company satisfactory to AIRSOPURE in accordance with standards and specifications set forth in the Operations Manual or otherwise by AIRSOPURE in writing. Such policies shall name AIRSOPURE as an additional insured and shall include, at a minimum:

A. Comprehensive general liability insurance in the amount of $1,000,000.00.

B. Comprehensive automobile liability insurance, including collision, comprehensive, medical and liability to satisfy state law requirements.

C. Additional coverage's and higher policy limits may be required from time to time by AIRSOPURE.
The evidence of insurance shall include a statement by the insurer that the policy or policies will not be canceled or materially altered without at least 30 days prior written notice to AIRSOPURE.
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; Is there a covenant not to sue included in this contract?
Answer: The Dolphins and Hydron agree that they shall not, either during the term of this Agreement or thereafter, directly or indirectly, contest the validity of the other's Marks or any of the registrations pertaining thereto, in the United States or elsewhere, nor adopt the other's Marks or any term, word, mark or designation which is in any aspect confusingly similar to the other's Marks.
The Dolphins and Hydron further agree that they will not at any time do or cause to be done any act or thing, directly or indirectly, which contests or in any way impairs or tends to impair any part of the right, title and interest of the other in its Marks; and the Dolphins and Hydron shall not, in any manner, represent that it has any ownership interest in the other's Marks or the registrations therefor.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; What are the audit rights under this contract?
Answer: Distributor shall make these records available for audit by Cisco upon [*****] prior written notice, during regular business hours, at Distributor's principal place of business or such other of Distributor's locations where Distributor may maintain relevant records. [*****].
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What is the renewal term for this contract?
Answer: This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a "Renewal Term"), unless either Party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement (a "Termination Notice").
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; What happens in the event of a change of control of one of the parties in this contract?
Answer: Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.
Question: Consider the Technical Infrastructure Maintenance Agreement between Medical Manager Midwest, Inc. and MTS, Inc.; Is there a cap on liability under this contract?
Answer: MMMW's sole and                   exclusive obligation under this warranty shall be at its                   option to repair or exchange any hardware not in satisfactory                   operating condition.
MMMW's entire liability and the Customer's sole and exclusive                   remedy for claims related to or arising out of this Agreement                   for any cause and regardless of the form of action, whether in                   contract or tort, including negligence and strict liability,                   shall be the remedies set forth in Section 8, provided that if                   MMMW fails after repeated attempts to perform those remedies,                   MMMW's entire liability shall be the Customer's actual, direct                   damages such as would be provided in a court of law, not to                   exceed the charge for service for the item that caused the                   damages.
MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL                   DAMAGES, even if MMMW has been advised, knew or should have                   known of the possibility of such damages.
No action, regardless of form, related to, or arising out of                   this Agreement may be brought by either party more than two                   (2) years after the cause of action has arisen.
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there an anti-assignment clause in this contract?
Answer: Vyera may not assign this Agreement, or any rights or obligations hereunder without the prior written consent of CytoDyn, not to be unreasonably withheld or delayed provided that Vyera may assign this Agreement without CytoDyn's consent to an Affiliate or to a successor to substantially all of the business of Vyera to which this Agreement relates.
Any assignment or attempted assignment by Vyera in violation of the terms of this Section 14.6 shall be null, void and of no legal effect.
CytoDyn may assign this Agreement and its rights and obligations hereunder, in whole but not in part, to any Third Party not in a materially worse (financially and otherwise) of performing CytoDyn's obligations hereunder without the prior written consent of Vyera (it being understood that any other assignment of this Agreement or any rights or obligations hereunder shall require the prior written consent of Vyera, not to be unreasonably withheld or delayed).
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; What are the insurance requirements under this contract?
Answer: The Dolphins shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), governing any and all property damage and person injury (including death) arising out of activities covered by this Agreement. Hydron shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), covering any and all property damage and personal injury (including death) arising out of activities covered by this





Agreement and shall obtain and maintain such additional insurance coverage as the Dolphins shall reasonably require with respect to any Sponsored Events or similar activities.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What are the audit rights under this contract?
Answer: Provide AIRSOPURE and its representatives with unlimited access to FRANCHISEE'S offices or its AIRSOPURE Center (personal residence excluded), including Your books, computer system (for sales and products only, unless we are auditing You) and records of the Franchise, during normal business hours for purposes of conducting inspections to fully examine and evaluate Your methods of doing business, including interviews with Your employees and customers
AIRSOPURE or its designated agents shall have the right at all reasonable times to examine and copy, at its expense, all books, records, receipts and tax returns of Yours related to the Franchise and, at its option, to have an independent audit made, and thereupon be allowed to search Your computer accounting files.
If an inspection discloses an underpayment to AIRSOPURE of 2% or more of the total amount that should have been paid to AIRSOPURE, You shall, in addition to repayment of such understated amount with interest, reimburse AIRSOPURE for any and all costs and expenses incurred in connection with the inspection or audit (including, without limitation,





reasonable accounting and attorneys' fees).
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What is the expiration date of this contract?
Answer: INITIAL TERM shall mean the Effective Date through the day prior to the second anniversary of the Effective Date, unless earlier terminated pursuant to Section 11.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Except for a termination of this Agreement resulting from Distributor's breach of Section 9.0 (Proprietary Rights and Software Licensing) or Section 19.0(Confidential Information), upon termination or expiration of this Agreement, Distributor may continue to use, in accordance with the terms and conditions of this Agreement, Products shipped to it by Cisco prior to the date of termination or expiration.
In the event of termination by Cisco for convenience, termination by Distributor for Cisco's material breach, or expiration of this Agreement where Cisco has provided Distributor with written notice from an authorized representative of its intention not to renew the Agreement, Cisco agrees to repurchase all Product in Distributor's inventory within [*****] days following the effective date of termination or expiration. Within [*****] days following the effective date of termination or expiration, Distributor shall return to Cisco all Product held in inventory as of the effective date of termination.
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; 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 Delaware without regard to its conflicts of law principles.
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What happens in the event of a change of control of one of the parties in this contract?
Answer: In the event that Vyera experiences a Change of Control with a Third Party that is actively engaged in the Development, Manufacture or Commercialization of a Competitive Product, then, Vyera shall either: (a) within ninety (90) days after the closing of such Change of Control, enter into a binding written agreement to sell, transfer, assign or divest all of Vyera's and/or its Affiliate's rights in and to such Competitive Product to a non-Affiliate Third Party and consummate such sale, transfer, assignment or divestiture of said rights not later than ninety (90) days following the date of the binding Agreement; or (b) within six (6) months after the closing of such Change of Control, terminate any and all Development, Manufacturing, Commercialization and/or other exploitation of such Competitive Product; or (c) terminate this Agreement in accordance with Section 11.2(c).
A Change of Control shall be deemed an assignment for purposes of this Agreement.
For clarity, nothing in this Agreement shall prohibit Vyera from undergoing any Change of Control, but if Vyera undergoes a Change of Control, it will be subject to Section 2.6.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Are the licenses granted under this contract non-transferable?
Answer: The right and license to use the Licensed Marks granted hereunder to You is nonexclusive, and AIRSOPURE may use and grant franchises to others to use the Licensed Marks in any manner except as expressly provided otherwise herein.
Accordingly, You shall not sell, assign, transfer, convey, give away, mortgage or otherwise encumber any direct or indirect interest in the Franchise without the prior written consent of AIRSOPURE.
Question: Consider the Technical Infrastructure Maintenance Agreement between Medical Manager Midwest, Inc. and MTS, Inc.; Does this contract include any volume restrictions?
Answer: This Support Plan covers a 12           Month period, with a Maximum Cap of hours for that period.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Answer: An entity may transfer its right to use a certain piece of Software to its Affiliate.
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; Is there an anti-assignment clause in this contract?
Answer: No party may assign any of its rights or obligations

hereunder without the prior written consent of the other party, except that Hydron may assign its rights and obligations under this Agreement to its parent, its successor or to an affiliate (as such term is defined under the rules and regulations promulgated under the federal securities laws of the U.S.) upon the reasonable consent of the Dolphins that such affiliate assignee has the financial means and corporate authority to perform such obligations and Hydron may not withhold its consent to an assignment of this Agreement in the event of a merger or reorganization of the Dolphins, a sale of all or substantially all of the Dolphins' assets or a consolidation of the Dolphins with any of its affiliates or related parties.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; Is there a covenant not to sue included in this contract?
Answer: In addition, LeadersOnline shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that LeadersOnline may contest the validity of VerticalNet's Intellectual Property in any proceeding brought against LeadersOnline alleging infringement or misappropriation of VerticalNet's Intellectual Property.
In addition, VerticalNet shall not now or in the future contest the validity of LeadersOnline's ownership of its Intellectual Property; provided, however, that VerticalNet may contest the validity of LeadersOnline's Intellectual Property in any proceeding brought against VerticalNet alleging infringement or misappropriation of LeadersOnline's Intellectual Property.
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; What is the expiration date of this contract?
Answer: The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement.
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Does this contract include an exclusivity agreement?
Answer: CytoDyn hereby grants to Vyera, and Vyera hereby accepts, an exclusive royalty-bearing license (or sublicense, as the case may be), under the CytoDyn Patents, the CytoDyn Know-How and the Inventions (if any) solely to Commercialize, use, have used, offer for sale and sell Licensed Products in the Field in the Territory.
In the event that such assignment would be unlawful, Vyera shall, and hereby does, grant to CytoDyn an exclusive, irrevocable, worldwide, sublicensable (including through multiple tiers), transferrable (without consent) royalty free license to any and all right, title and/or interest that it may have in or to an Invention.
Without limiting the foregoing, Vyera shall have the exclusive right and responsibility throughout the Territory for the following: (a) receiving and accepting orders for the Licensed Product from customers; (b) distributing the Licensed Product to customers; (c) controlling invoicing and collection of accounts receivable for Licensed Product sales; (d) recording Licensed Product sales in its books of account for sales (in accordance with Vyera's accounting standards consistently applied (currently GAAP)); (e) subject to Section 5.5, determining pricing for the Licensed Product and all aspects of the promotion (including promotional materials) to be used in Commercializing Licensed Products; (f) negotiating with Third Parties, including without limitation, payors, pharmacy benefit managers and distributors, with respect to sales and distribution of Licensed Product; and (g) paying all rebates, chargebacks and other amounts due to customers in respect of Licensed Products (it being understood that all such amounts shall be deducted in calculating Net Sales).
Vyera shall purchase all of its requirements for supply of Licensed Product exclusively from CytoDyn in accordance with the terms and conditions of the Supply Agreement.
Question: Consider the Technical Infrastructure Maintenance Agreement between Medical Manager Midwest, Inc. and MTS, Inc.; Is there an anti-assignment clause in this contract?
Answer: The Customer shall not assign or transfer its rights or                   obligations under this Agreement except with MMMW's prior                   written consent; any prohibited assignment or transfer shall                   be void.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What licenses are granted under this contract?
Answer: AIRSOPURE grants to You, and You accept from AIRSOPURE, the right and license to operate an AIRSOPURE Center (or the "Franchise") for the sale or lease of AIRSOPURE's exclusive line of Products or at a location in the Exclusive Territory to be approved in writing by AIRSOPURE and listed in attached Exhibit A (the "Exclusive Territory and Center Location"), to purchase Products from AIRSOPURE or its affiliates for resale at the Center to customers in the Exclusive Territory, and to use the Licensed Marks only in connection with the operation of the Franchise in accordance with the terms and conditions of this Agreement.
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Cisco's policy is that Software, whether Standalone or Embedded, is not transferable, except where a listed exception below applies, and except, of course, where Cisco's contract expressly allows it.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; What are the audit rights under this contract?
Answer: During the 12 month period following the payment of any amount due under this Article 6, VerticalNet or its representative shall have the right to audit LeadersOnline's financial and other pertinent records relating to such payment in order to verify the amount of the payments owed and/or paid.
VerticalNet shall give reasonable advance notice to LeadersOnline of such audit and each audit shall be conducted in a manner that does not cause unreasonable disruption to the conduct of business by LeadersOnline.
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; What licenses are granted under this contract?
Answer: By this Agreement, Cisco makes, and Distributor accepts, the appointment of Distributor as an authorized, non-exclusive distributor of Products and Services to Resellers located in the Territory.
Cisco grants to Distributor the right to use the name, logo, trademarks, and other marks of Cisco (collectively, the "Marks") for all proper purposes in the sale of Cisco Products and Services to End Users and the performance of Distributor's duties hereunder only so long as this Agreement is in effect.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; Are the licenses granted under this contract non-transferable?
Answer: VerticalNet hereby grants LeadersOnline a non-exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to utilize a VerticalNet Mark in a form approved by VerticalNet for the design and display of  the VerticalNet Branded Link.
VerticalNet hereby grants to LeadersOnline a non- exclusive, non-transferable, royalty-free right and license to link to the VerticalNet Site.
LeadersOnline hereby grants VerticalNet a non- exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to use, copy or modify the LeadersOnline Mark, text describing LeadersOnline and the URL address of the LeadersOnline Site for the design and display of the LeadersOnline Employer Spotlights, provided, VerticalNet shall not alter the appearance of the LeadersOnline Mark without the consent of LeadersOnline.
Subject to the limitations set forth in Section 5.2  [Restrictions] hereof, VerticalNet hereby grants to LeadersOnline a non-exclusive, nontransferable right and license to access the Resume Bank.
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Is there an anti-assignment clause in this contract?
Answer: Any purported assignment or transfer, by operation of law or otherwise, not having the prior written consent of AIRSOPURE shall be null and void and shall constitute a material breach of this Agreement.
Question: Consider the Technical Infrastructure Maintenance Agreement between Medical Manager Midwest, Inc. and MTS, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be interpreted in accordance with the                   laws of the State of Indiana.
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; What is the expiration date of this contract?
Answer: If Hydron does not timely exercise its right to terminate this Agreement, then Hydron agrees that this Agreement shall continue for the entire four (4) year term unless earlier terminated pursuant to Section 8 of this Agreement.
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Is there a covenant not to sue included in this contract?
Answer: Licensed Users shall not challenge the validity of the Licensed Mark, nor shall Licensed Users challenge Licensor's ownership of the Licensed Mark or the enforceability of Licensor's rights therein.