orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; What licenses are granted under this contract?
Answer: ACSI hereby grants to Company, during the Term, a non- exclusive, non-transferable (except in accordance with Section 11.7  [Assignment]) license, which Company may sublicense only to its Affiliates, to use the ACSI Intellectual Property supplied by ACSI to Company as is reasonably necessary to perform its obligations under this Agreement; provided, however, that Company shall not use ACSI's Trademarks, including in any advertising, without ACSI's prior written consent, unless such use conforms to a written Trademark use policy previously furnished by ACSI to Company and not subsequently modified or revoked.
Company hereby grants to ACSI, during the Term, a non-exclusive, non-transferable (except in accordance with Section 11.7  [Assignment]) license, which ACSI may sublicense only to its Affiliates, to use the Company Intellectual Property supplied by Company to ACSI as is reasonably necessary to perform its obligations under this Agreement; provided, however, that ACSI shall not use Company's Trademarks, including in any advertising, without Company's prior written consent, unless such use conforms to a written Trademark use policy previously furnished by Company to ACSI and not subsequently modified or revoked.
Question: Consider the Manufacturing and Supply Agreement between Dong-A ST Co., Ltd. and NeuroBo Pharmaceuticals, Inc.; What are the audit rights under this contract?
Answer: Upon [***] days' notice and at time mutually agreed upon by the Parties during Dong-A's normal business hours, but no more frequently than [***] every year during the term of this Agreement, NeuroBo may, at its cost and expense, inspect Dong-A's manufacturing facilities where the Licensed Products are manufactured.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the renewal term for this contract?
Answer: Each Service Option Attachment will renew automatically for an additional term equal in duration to the previous term of the applicable Service Option Attachment unless either party notifies the other party in writing at least ninety (90) days prior to the end of the then-current term for the applicable Service Option Attachment that it has elected to terminate such Service Option Attachment.
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; Is there a cap on liability under this contract?
Answer: IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. JOINT VENTURE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE LOOP PARTIES WITH RESPECT TO A TRANSFERRED CONTRACT, IN ALL CIRCUMSTANCES AND REGARDLESS OF THE THEORY OF RECOVERY, SHALL BE LIMITED TO THE AMOUNT OF ACTUAL, DIRECT, AND DOCUMENTED DAMAGES THE APPLICABLE AUTHORIZED CUSTOMER ACTUALLY RECOVERS FROM THE LOOP PARTIES UNDER THE TRANSFERRED CONTRACT BASED SOLELY ON JOINT VENTURE COMPANY'S BREACH OF SUCH TRANSFERRED CONTRACT.
Question: Consider the Network Management Outsourcing Agreement between Bank of South Pacific Limited and Datec PNG Limited; What is the expiration date of this contract?
Answer: The initial term of the contracted agreement is 5 years from the commencement date.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.
Question: Consider the Co-Branding Agreement between iShip.com, Inc. and Mail Boxes Etc. USA, Inc. for Manifest System Services; What is the renewal term for this contract?
Answer: MBE shall have the right to elect by written notice to the Company at any time between two (2) and six (6) months prior to the end of such initial term or any subsequent Renewal Period (as defined below), to notify the Company that MBE elects to seek to extend such term for additional two (2)-year periods (each a "Renewal Period") In the event of such election, MBE and the Company shall have  -------------- a period of sixty (60) days in which to negotiate commercially reasonable Basic Fees, Bounty Fees and eBay Fees (and other applicable fees) ("Fee Schedule")                                                               ------------ under which the Company would be willing to renew this Agreement for such Renewal Period.
If MBE notifies the Company of its intent to so renew prior to the end of such initial term or such Renewal Period, the term of this Agreement shall automatically be extended for the Renewal Period and, other than the Fee Schedule, all of the terms and conditions of this Agreement shall remain in full force and effect.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; How is intellectual property ownership assigned in this contract?
Answer: To the maximum extent permitted by applicable Laws, any ACSI Derivative Works or Company Derivative Works, to the extent created by or for the other Party, shall be deemed "works made for hire", and all right, title and interest therein shall vest in ACSI (in the case of ACSI Derivative Works) or Company (in the case of Company Derivative Works) immediately upon creation thereof. To the extent that any such ACSI Derivative Works or Company Derivative Works are not "works made for hire", Company hereby assigns and agrees to assign to ACSI (or such of its Affiliates as it may designate) all right, title and interest to all ACSI Derivative Works and all associated Intellectual Property Rights, and ACSI hereby assigns and agrees to assign to Company (or such of its Affiliates as it may designate) all right, title and interest in and to all Company Derivative Works and all associated Intellectual Property Rights. Each Party shall take, at the other Party's expense, any actions (including, without limitation, execution and delivery of affidavits and other documents) reasonably requested by such other Party to effect, perfect or confirm its or its designee's ownership rights as set forth in this Section 6.1.3  [Ownership].
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING THE FOREGOING, NONE OF THE FOREGOING LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 3.1 SHALL BE AVAILABLE TO EITHER PARTY WITH RESPECT TO A BREACH OF SECTION 4, CONFIDENTIAL INFORMATION, OR FOR CLAIMS TO THE EXTENT THEY ARISE OUT OF A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.
Question: Consider the Manufacturing and Supply Agreement between Dong-A ST Co., Ltd. and NeuroBo Pharmaceuticals, Inc.; What is the governing law for this contract?
Answer: The laws of the State of New York (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including without limitation, its validity, interpretation, construction, performance, and enforcement.
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the expiration date of this contract?
Answer: This Agreement will be effective beginning on 12:01 a.m., Eastern Time, on the day after the date of last signature to these Base Terms ("Effective Date") and ending on the expiration and/or termination of all Service Option Attachments, unless the Agreement is terminated earlier in accordance with the terms herein.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Are there any services to be provided after the termination of this contract?
Answer: Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; What are the insurance requirements under this contract?
Answer: Company shall maintain Products Liability Insurance and in an amount satisfactory to Contractor, under which Contractor is named as an additional insured. All insurance coverages are to be placed with insurers which have a Best's rating of no less than "A." Such insurance requirements shall be maintained during the Term and shall continue for a minimum of three years following termination of this Agreement.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Is there a minimum commitment required under this contract?
Answer: During each Year of the Term following the Launch Date, ACSI (or one of its Affiliates) will deliver Amazon.com-branded e-mails and Amazon.com-branded in-product advertising materials related to the Spoken-Word Audio Sub-Section to selected members of the Amazon.com customer base in at least the following quantities:

---------------------------------------------------------------------------------------------             Year                           Email                      Product Shipment -----------------------------    --------------------------    ------------------------------ ---------------------------------------------------------------------------------------------                                                                        1                            [***]                            [***] ---------------------------------------------------------------------------------------------              2                            [***]                            [***] ---------------------------------------------------------------------------------------------              3                            [***]                            [***] ---------------------------------------------------------------------------------------------
Question: Consider the Co-Branding Agreement between iShip.com, Inc. and Mail Boxes Etc. USA, Inc. for Manifest System Services; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall          ----------------------- commence on the Effective Date and end on the fifth anniversary of the Effective Date.
Question: Consider the Manufacturing and Supply Agreement between Dong-A ST Co., Ltd. and NeuroBo Pharmaceuticals, Inc.; What is the expiration date of this contract?
Answer: This Agreement shall commence on the Effective Date and, unless earlier terminated, shall continue in full force and effect for a period of [***] years thereafter.
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; How is intellectual property ownership assigned in this contract?
Answer: The Assignor hereby assigns, transfers, and conveys to and in favor of the Assignee all of the Assignor's right, title, and interest in, to, and under the Transferred Contract, together with its related rights, warranties, remedies, powers, and privileges (collectively, the "Assigned Rights").
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; What are the audit rights under this contract?
Answer: Once every 12 months, the party receiving payment or its designee may inspect such records to verify reports.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; What are the audit rights under this contract?
Answer: From time to time during the Term of this Agreement, upon reasonable advance notice, Contractor shall permit the Company and its agents, representatives, auditors and designees to visit, inspect and have full access, during normal business hours, to properties, assets, books, records, agreements, documents, data, files and personnel of Contractor.
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Is there a cap on liability under this contract?
Answer: In the event the Company terminates this Agreement, the Company shall pay to HDI a termination payment, (the "Termination Payment") the amount of which shall be an amount equal to the aggregate Net Sales for the twelve (12) months preceding the Termination Date less $800,000, the balance of which shall be divided by two.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest ("Prior Inventions"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Does this contract include any revenue or profit-sharing arrangements?
Answer: In consideration for the intangible rights granted hereunder, for each Year in which the Spoken-Word Audio Sub-Section (including the Mirror Company Site) generates revenue of at [***] (the "Revenue Threshold"), Company will pay ACSI a royalty equal to [***] of all revenues generated from the Spoken-Word Audio Sub-Section (including, for the avoidance of doubt, any revenue received by Company from any Company customer who first links to the Mirror Company Site from the Spoken-Word Audio Sub-Section and who later accesses the Company Site directly) in excess of Revenue Threshold (the "Royalties") for each Year of the Term.
Allocation of Payments.  The Parties acknowledge and agree that the Annual Fees shall be allocated as consideration for advertising services and intangible rights granted by ACSI to Company hereunder, including the rights granted under Section 2.1  [Spoken-Word Audio Sub-Section] and Section 4.2  [ACSI Site Links] and the licenses granted to Company under Section 6, as follows:

             Year                    Advertising Services             Intangible Rights ----------------------------------------------------------------------------------------------                                                                               1                             [***]                           [***] ----------------------------------------------------------------------------------------------               2                             [***]                           [***] ----------------------------------------------------------------------------------------------               3                             [***]                           [***] ----------------------------------------------------------------------------------------------
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What are the audit rights under this contract?
Answer: HDI's General Manager (as hereinafter defined), may upon no less than thirty (30) days prior written notice to the Company, have the right to inspect the records of the Company's General Manager reasonably related to the calculation of such payments during the Company's normal business hours.
Question: Consider the Marketing Agreement between Loop Industries, Inc. and Indorama Loop Technologies, LLC for Product Supply and Development; Is there a minimum commitment required under this contract?
Answer: Joint Venture Company shall not, and shall cause each SPV and each of their Affiliates not to, directly or indirectly, market or sell any Loop-branded Products or any Products produced using Licensed Subject Matter to any person or entity except to Authorized Customers pursuant to a Transferred Contract (the "Marketing and Sale Restriction"); provided that if at any time during the term of this Agreement, Loop has delivered Proposed Contract Notices that result in Transferred Contracts having binding purchase and supply obligations for less than [***] of the then existing actual production capacity of a Licensed Facility (taking into account Joint Venture Company's reasonable forecasts based on customer requirements, seasonal variations, and other factors) in the subsequent three months (the "[***]"), Joint Venture Company may market and solicit orders for Licensed Products produced in such Licensed Facility directly to customers and potential customers and enter into supply contracts for the sale of Loop-branded Products or any Products produced using Licensed Subject Matter produced in such Licensed Facility with customers without being restricted by the Marketing and Sale Restriction.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What are the insurance requirements under this contract?
Answer: Customer specifically agrees to maintain insurance coverage for any finished Products or materials which passes to Customer pursuant to this Agreement and which is stored on the premises of Contractor.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; Are there any services to be provided after the termination of this contract?
Answer: During the Term of this agreement, and for a period of twenty four (24)months after Termination (the "Withholding Period"), Contractor may retain monies (collections in Accounts Receivable) against any reasonable anticipated deductions for product recalls, unsalables, rebates, allowances or any audits or other adjustments it deems necessary.
After the Withholding Period, Company will remain liable to Contractor for any additional audits, deductions, rebates, credits, allowances or other adjustments taken by the Customers against the Company's Products.
Such insurance requirements shall be maintained during the Term and shall continue for a minimum of three years following termination of this Agreement.
Question: Consider the Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC; What licenses are granted under this contract?
Answer: Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest ("Prior Inventions"), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.
Question: Consider the Co-Branding Agreement between theglobe.com, Inc. and The Boxlot Company; Does this contract include an unlimited or all-you-can-eat license?
Answer: Boxlot shall grant to theglobe registration rights for such options and any shares of common stock issued or issuable upon the exercise of such options (including without limitation, two demand registration rights and unlimited piggyback registration rights) on Form S-1, Form S-3 or such other form as may be applicable pursuant to the Securities Act of 1933 as amended.
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What is the duration of any warranties provided in this contract?
Answer: For the purpose of this Agreement, "Warranty Period" shall mean twelve (12) months as of the date of delivery to Customer. Contractor represents and warrants that, for the Warranty Period, the Products (i) will be free from defects in workmanship, material (only to the same extent as the original manufacturer of the material warrants the Contractor), and manufacture; (ii) will comply the Specifications IPC610.B standard (in all material respects and unless otherwise was instructed by Customer).
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Does this contract include an exclusivity agreement?
Answer: The Parties will issue a joint press release promptly upon concluding Advertising. this Agreement, which press release shall be subject to the Party's mutual approval, which shall in any event state that Company is the exclusive provider on the ACSI Site of premium spoken-word audio product for download or streaming over the world wide web.
During the Term, [***], ACSI will not offer or sell through the ACSI Site, or authorize any third party to sell through the ACSI Site, any Exclusive Spoken-Word Audio Products; [***].
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Are the licenses granted under this contract non-transferable?
Answer: The Company hereby grants to HDI a non-exclusive, limited, non-transferable license to use the Company's "Deerskin" trademarks, service





marks, and logos (collectively, "Marks") solely for the purpose of carrying out its obligations under this Agreement.
Question: Consider the Services Outsourcing Agreement between CCA Industries, Inc. and Emerson Healthcare, LLC; Does the licensor's affiliates have any licensing rights under this contract?
Answer: Solely to the extent necessary to enable Contractor to provide the Services in accordance with the terms herein, the Company hereby grants Contractor a royalty-free, non-exclusive sublicense, without the right to grant further sublicenses, under any and all applicable trademarks and other Intellectual Property owned or controlled by or licensed to the Company or any of its Affiliates to provide, during the Term of this Agreement, the Services in respect of the Products in the Territory.