orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Are there any third-party beneficiaries designated in this contract?
Answer: Every covenant required by this Section 7.6 shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with an independent right to enforce them.
Such covenants shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with the independent right to enforce them.
You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason. You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; What are the audit rights under this contract?
Answer: For at least two (2) years after termination of this Agreement,      Distributor will maintain its records, contracts, and accounts relating to      distribution of Airspan Products, and will permit examination thereof by      authorized representatives of Airspan at all reasonable times.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Is there a cap on liability under this contract?
Answer: Each Party expressly waives and foregoes any right to consequential, punitive, special, exemplary or similar damages or lost profits.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY), INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 15.11 WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, "CONSEQUENTIAL DAMAGES" WILL BE DEEMED TO INCLUDE, AND NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OF SUCH OTHER PARTY'S AFFILIATES, REPRESENTATIVES OR STOCKHOLDERS FOR ANY DAMAGES BASED ON OR MEASURED BY LOSS OF PROJECTED OR SPECULATIVE FUTURE SALES OF THE PRODUCT, ANY PAYMENT DUE UPON ANY UNACHIEVED EVENT UNDER ARTICLE 6, OR ANY OTHER UNEARNED, SPECULATIVE OR OTHERWISE CONTINGENT PAYMENTS PROVIDED FOR IN THIS AGREEMENT.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Are there any services to be provided after the termination of this contract?
Answer: For at least two (2) years after termination of this Agreement,      Distributor will maintain its records, contracts, and accounts relating to      distribution of Airspan Products, and will permit examination thereof by      authorized representatives of Airspan at all reasonable times.
Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Is there a covenant not to sue included in this contract?
Answer: During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the "Right") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; What are the audit rights under this contract?
Answer: Merchant shall make its books and records available to Purchaser at all times
During the Sale Term, and thereafter until all of Merchant's and Purchaser's and Agent's obligations under this Agreement have been satisfied, Merchant and Purchaser shall have reasonable access to Merchant's and Purchaser's records with respect to the GOB Sale (including, but not limited to Merchandise, GOB Sale Proceeds, and Expenses) to review and audit such records.
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; What is the notice period required to terminate the renewal?
Answer: This agreement shall automatically renew for additional successive terms of twelve (12) months each at the end of the Initial Term ("Renewal Terms"), unless either party notifies the other in writing at least sixty (60) days prior to the end of the Initial Term.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; What are the audit rights under this contract?
Answer: During the Development Term, PB will conduct quality oversight inspections and audits of the manufacturing facilities for the Product in accordance with its internal policies and PB will provide SFJ with copies of such audit reports.
PB shall (a) provide SFJ with quarterly unaudited financial statements and annual audited financial statements (the "PB Financial Statements") promptly following the availability thereof (and no later than the date filed with the SEC) and provide to SFJ on a quarterly basis concurrently with the applicable PB Financial Statements [***], (b) promptly notify SFJ of achieving the Successful Phase 3 Interim Analysis and the Phase 3 Success Criteria, and (c) on or prior to the end of each [***] during the Term [***]. At least [***] during the Term, upon SFJ's request, Executive Officers of PB shall meet with Executive Officers of SFJ to review and discuss PB's financial condition and operations. [***].
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; Does this contract include an exclusivity agreement?
Answer: NCB appoints NPC, and NPC agrees to serve, as NCB's sole agent (i) to provide authorization, processing and settlement services with respect to Visa and MasterCard transactions ("Merchant Processing Services") to merchants who desire to receive Merchant Processing Services from NCB or NPC ("Merchants") and (ii) to enter into contracts with merchants ("Merchant Contracts") for the provision of Merchant Processing Services as agent of NCB; provided, however, that nothing herein shall limit NPC's right to provide, as agent for other members of Visa and MasterCard, Merchant Processing Services to merchants who desire to receive such services from NCB or others.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Are the licenses granted under this contract non-transferable?
Answer: Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Does this contract provide for joint intellectual property ownership?
Answer: Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products
Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; Are there any services to be provided after the termination of this contract?
Answer: To the extent that there is Merchandise remaining at the Sale Termination Date (the "Remaining Merchandise"), such Remaining Merchandise shall be deemed automatically transferred to Agent free and clear of all liens, claims, and encumbrances. Agent and its affiliates shall be authorized to sell or otherwise dispose of the Remaining Merchandise with all logos, brand names, and other Intellectual Property intact, and shall be authorized to advertise the sale of the Remaining Merchandise using the Intellectual Property.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; What licenses are granted under this contract?
Answer: In the case of any individual consultant of SFJ or its Affiliates (excluding SFJ's and its Affiliates' Permitted Third Parties), if SFJ is unable to cause such consultant to agree to such assignment obligation despite SFJ's using commercially reasonable efforts to negotiate such assignment obligation, then SFJ shall either: (A) cause such consultant to grant an exclusive, worldwide, royalty-free, fully-paid, freely-assignable license, with the right to sublicense through multiple tiers, under their rights in such Trial Invention to develop, make, have made, use, sell, have sold, offer for sale and import the Product for any and all uses, except where Applicable Law requires otherwise and except in the case of consultants who are employed by governmental, not- for-profit, or public institutions that have standard policies against such an assignment (in which case, SFJ shall use commercially reasonable efforts to obtain a suitable license, or right to obtain such a license); or (B) refrain from using such consultant to conduct activities pursuant to this Agreement unless PB obtains MedImmune's written consent thereto.
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; What is the renewal term for this contract?
Answer: This agreement shall automatically renew for additional successive terms of twelve (12) months each at the end of the Initial Term ("Renewal Terms"), unless either party notifies the other in writing at least sixty (60) days prior to the end of the Initial Term.
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; Are there any exceptions to competitive restrictions in this contract?
Answer: NCB appoints NPC, and NPC agrees to serve, as NCB's sole agent (i) to provide authorization, processing and settlement services with respect to Visa and MasterCard transactions ("Merchant Processing Services") to merchants who desire to receive Merchant Processing Services from NCB or NPC ("Merchants") and (ii) to enter into contracts with merchants ("Merchant Contracts") for the provision of Merchant Processing Services as agent of NCB; provided, however, that nothing herein shall limit NPC's right to provide, as agent for other members of Visa and MasterCard, Merchant Processing Services to merchants who desire to receive such services from NCB or others.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Does this contract include any volume restrictions?
Answer: Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Is there a cap on liability under this contract?
Answer: Any and all claims and actions arising out of or relating to this Agreement, the relationship of you and us, or your operation of the Franchised Business, brought by any party hereto against the other, shall be commenced within two (2) years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; How is intellectual property ownership assigned in this contract?
Answer: Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products
Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; What licenses are granted under this contract?
Answer: Agent is granted a limited license and right to use all Intellectual Property for purposes of conducting the GOB Sale and otherwise marketing any or all of the Assets;
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; What is the governing law for this contract?
Answer: This Agreement and its interpretation shall be governed by the laws of the United States and, to the extent not inconsistent therewith, by the laws of the Commonwealth of Kentucky without regard to conflicts of laws rules.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Is there a minimum commitment required under this contract?
Answer: In connection with the Development, manufacture and Commercialization of the Product and fulfillment of PB's obligations hereunder, PB shall spend at least an amount equal to the amount of funding paid by SFJ to PB pursuant to this Section 4.2.
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; What are the audit rights under this contract?
Answer: You further acknowledge and agree that we may inspect your Franchised Business and any Unit Franchise in the Master Territory to verify that your Franchised Business and/or such Unit Franchise is operating in compliance with our System, as it may be modified from time to time.
Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you.
We shall have the right, at all reasonable times, to inspect the products and services on which the Proprietary Marks shall be used as we consider necessary to carry out the purposes of inspection as part of appropriate quality control.
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL PRIMECALL BE LIABLE TO DELTATHREE FOR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT DELTATHREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF PRIMECALL FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, DELTATHREE'S DIRECT DAMAGES.
IN NO EVENT SHALL DELTATHREE BE LIABLE TO PRIMECALL FOR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT PRIMECALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF DELTATHREE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, PRIMECALL'S DIRECT DAMAGES.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Does this contract include any volume restrictions?
Answer: Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.
Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.
PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Does this contract include any revenue or profit-sharing arrangements?
Answer: PB shall issue to SFJ on the Effective Date a warrant ("Warrant") exercisable for two million two hundred thousand (2,200,000) shares of PB common stock ("Stock") at an exercise price per share ("Exercise Price") equal to the greater of (a) five dollars ($5.00) or (b) 120% of the volume weighted average closing price of the Stock over the thirty (30) consecutive trading days ending on the last trading day immediately preceding the Effective Date and exercisable as follows: (i) one million one hundred thousand (1,100,000)

Source: PHASEBIO PHARMACEUTICALS INC, 10-K, 3/30/2020





shares may be exercised at any time after the Effective Date provided that any such shares may be transferred by SFJ to its Affiliates but may not be resold by SFJ or its Affiliates until one (1) year after the Effective Date and (ii) one million one hundred thousand (1,100,000) shares may be exercised at any time after the date of Successful Phase 3 Interim Analysis
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, including, but not limited to, any chapter 11 or chapter 7 trustee; provided, however, that this Agreement may not be assigned by any of the Parties without the prior written consent of the other, provided further that notwithstanding the foregoing, GA and Tiger may each collaterally assign this Agreement and their rights thereunder to their respective lenders.
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; What licenses are granted under this contract?
Answer: Throughout the Term of this Agreement, the parties hereby agree to grant to each other a limited license to use each other's proprietary marks solely in connection with the sale, distribution, marketing and promotion of each party's calling cards by the other party.
Question: Consider the Sponsorship Agreement between National Processing Company and National City Bank of Kentucky; What is the notice period required to terminate the renewal?
Answer: This Agreement shall automatically renew for successive one-year terms unless one party gives the other party written notice of non-renewal at least six months prior to automatic renewal.
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Does this contract include any revenue or profit-sharing arrangements?
Answer: Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.
Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.