orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; Is there a minimum commitment required under this contract?
Answer: Such link will be displayed                            as the left-most link or top-most link at least                            fifty percent (50%) of the time.
Excite guarantees that it will deliver [*] "Click-throughs" on                   the promotional placements and advertising banners described                   in Section 1 (a) - (d) in the first year of the term of the                   Agreement by delivering [*] of the annual guaranteed                   "Click-throughs" in the first quarter of the first year of                   the term of the Agreement, a cumulative total of [*] of the                   annual guaranteed "Click-throughs" in the second quarter of                   the first year of the term of the Agreement, a cumulative                   total of [*] of the annual guaranteed "Click-throughs" in                   the third quarter of the first year of the term of the                   Agreement and a cumulative total of 100% of the annual                   guaranteed "Click-throughs" in the fourth quarter of the





                  first year of the term of the Agreement. Excite guarantees                   that it will deliver four million fifty thousand (4,050,000)                   "Click-throughs" on the promotional placements and                   advertising banners described in Section 1(a) - (d) in the                   second year of the term of the Agreement by delivering [*] of                   the annual guaranteed "Click-throughs" in the first quarter                   of the second year of the term of the Agreement, a cumulative                   total of [*] of the annual guaranteed "Click-throughs" in the                   second quarter of the second year of the term of the                   Agreement, a cumulative total of [*] of the annual guaranteed                   "click-throughs" in the third quarter of the second year of                   the term of the Agreement and a cumulative total of 100% of                   the annual guaranteed "Click-throughs" in the fourth quarter                   of the second year of the term of the Agreement.
If Excite misses any quarterly guaranteed Click-through                   amount, Excite will make good the difference within [*]                   days following the end of such quarter. If Excite does                   not make good the difference within [*] days, NetGrocer may                    suspend (but not eliminate) its payments of the sponsorship                    and advertising fees described in Section 5(b) and 5(c) until                   the make-good is delivered, at which time NetGrocer will                    resume its payments of the sponsorship and advertising fees.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Does this contract include an exclusivity agreement?
Answer: TL will hold exclusive worldwide                   rights to promote and sell the product through the following                   distribution channels: Outgoing telemarketing, General Market                   retail, and General Market catalogs, and exclusive rights                   within the United States for Television Direct response.
Integrity will hold exclusive                   worldwide rights to promote and sell the product to/through                   the following distribution channels: Christian retail (CBA or                   Christian Booksellers Association markets), direct mail                   (including continuity sales, church sales, digital and                   e-commerce sales.)
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the State of Texas.
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: For greater certainty, "New Technology" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the "Purchased Assets" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, "Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Is there a most favored nation clause in this contract?
Answer: If for any reason, Integrity and TL are subject to lower "free                   goods" limits by any third party license, the foregoing shall                   be adjusted to comply with any such license(s).
Question: Consider the Collaboration Agreement between Theravance, Inc. and Glaxo Group Limited for Development of Long-Acting β2 Adrenoceptor Agonists; What is the expiration date of this contract?
Answer: "Term" means, on a Country-by-Country and Collaboration Product-by-Collaboration Product basis, the period from the Effective Date until the later of (a) the expiration or termination of the last Valid Claim of a Patent Right covering the Pooled Compound in such Collaboration Product in such Country, and (b) fifteen (15) years from First Commercial Sale in such Country, unless this Agreement is terminated earlier in accordance with Article 14.
Unless otherwise mutually agreed to by the Parties, this Agreement shall commence on the Effective Date and shall end upon expiration of the Term, unless terminated early as contemplated hereunder.
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither party may assign this Agreement, in whole                   or in part, without the other party's written consent (which                   will not be unreasonably withheld), except that no such                   consent will be required in connection with (i) a merger,                   reorganization or sale of all, or substantially all, of such                   party's assets or (ii) the assignment and/or delegation of                   such party's rights and responsibilities hereunder to a                   wholly-owned subsidiary or joint venture in which that party                   holds an interest. Any attempt to assign this Agreement other                   than as permitted above will be null and void.
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; Is there a cap on liability under this contract?
Answer: Notwithstanding any provision herein or in the ISDA Form         to the contrary, the obligations of Counterparty hereunder are limited         recourse obligations of Counterparty, payable solely from the Trust         Estate (as defined in the Pooling and Servicing Agreement) and the         proceeds thereof to satisfy Counterparty's obligations hereunder.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Are the licenses granted under this contract non-transferable?
Answer: Except as part of a transaction permitted under this Section 15.2, in no event shall RevMed assign or transfer, or agree to assign or transfer to any Third Party, any or all of the RevMed Licensed Patents without the consent of Sanofi, not be unreasonably withheld or conditioned.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; What is the renewal term for this contract?
Answer: The term of this Agreement may be extended for an additional two year period with the written consent of both parties.
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Are the licenses granted under this contract non-transferable?
Answer: Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.
For greater certainty, "New Technology" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the "Purchased Assets" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, "Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.
Question: Consider the Non-Competition Agreement and Right of First Offer between Glamis Gold Ltd. and Western Copper Corporation; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give  Western Copper notice (the ' Disposition Notice") of the intended disposition. For a period of  30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western  Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In  the ease of a Designated Mineral Property that Glamis intends to dispose of for cash  consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for  the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper  are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property  within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it  sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property  within a period of 3 months from the first to occur of the date that Glamis and Western Copper  acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral  Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply  to any intended disposition of the Designated Mineral Property by Glamis. In the case of a  Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by  Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save  and except for the reasonable costs of transfer incurred by Glamis.
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; Is there an anti-assignment clause in this contract?
Answer: No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than the pledge of this Transaction to the Master Servicer pursuant to the Pooling and Servicing Agreement) shall be permitted by either party unless Moody's and Fitch have been provided notice of the same and confirm in writing (including by facsimile transmission) that they will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Certificates; provided however that except with respect to a transfer at the direction of UBS, nothing in this provision shall impose any obligation on UBS to give notice to any rating agency.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; What is the governing law for this contract?
Answer: This Agreement has been entered into in the State of                   Tennessee, and the validity, interpretation and legal effect                   of this Agreement will be governed by the laws of the State of                   Tennessee applicable to contracts entered into and performed                   entirely within the State of Tennessee.
Question: Consider the Distributor Agreement between Snotarator LLC and SMSA Ballinger Acquisition Corp. for Snotarator Products in South America; What is the expiration date of this contract?
Answer: The term of this Agreement shall terminate on May 31, 2015, unless sooner terminated.
Question: Consider the Non-Competition Agreement and Right of First Offer between Glamis Gold Ltd. and Western Copper Corporation; What is the governing law for this contract?
Answer: 4.8 This Agreement will be governed exclusively by and construed in accordance  with the laws of the Province of British Columbia, and the parties attorn to the exclusive  jurisdiction of the Courts of British Columbia.
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; Is there a non-compete clause in this contract?
Answer: For the term of the Agreement, Excite will not enter into any                   agreement to display and shall not display on the Excite Site                   content created by Excite promoting NetGrocer's                   "Competitors", content created by NetGrocer's Competitors,                   promotional placements and/or advertising banners from                   NetGrocer's Competitors or make available on the Excite Site                   online supermarket sales offered by NetGrocer's Competitors
For the purposes of this Agreement, "Competitors" means                   online supermarkets, which offer selections of consumer                   packaged goods and groceries comparable to NetGrocer or                   off-Web supermarkets, as listed in Exhibit A. The parties may                   amend Exhibit A from time to time and Excite will not                   unreasonably withhold its consent to the inclusion of bona                   fide Competitors submitted by NetGrocer.
EXHIBIT A

                         LIST OF NETGROCER COMPETITORS

Peapod

Shoppers Express/Oncart
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; What licenses are granted under this contract?
Answer: Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.
For greater certainty, "New Technology" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the "Purchased Assets" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, "Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; What is the governing law for this contract?
Answer: The parties to this Agreement hereby agree that the law         of the State of New York shall govern their rights and duties in whole         without regard to the conflict of law provisions thereof (other than New         York General Obligations Law Sections 5-1401 and 5-1402).
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Does this contract provide for joint intellectual property ownership?
Answer: Subject to the other terms and conditions of this Agreement (including the licenses and other rights granted under this Agreement or any Ancillary Agreement), each Party shall have the right to exploit, including license, the Joint Program Technology, without a duty of accounting or any obligation to seek consent from the other Party to exploit such Joint Program Technology.
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; What is the expiration date of this contract?
Answer: This agreement shall commence as of date first above written, and          shall Continue through December 31, 2004 ("the Term").
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: In the event that it is determined that                   Excite violated the Agreement by excluding a bona fide                   NetGrocer Competitor from Exhibit A or displayed on the                   Excite Site advertising or promotional material from a bona                   fide NetGrocer Competitor, Excite will be obligated to (i)                   immediately add the online supermarket to Exhibit A, (ii)                   immediately remove from the Excite Site any advertising or                   promotional material from the online supermarket and (iii)                   provide NetGrocer with advertising and promotional value,                   without additional cost, equal to the advertising and                   promotional value provided to the online supermarket prior to                   the removal of its advertising and promotional material from                   the Excite Site.
Notwithstanding the foregoing, Excite may display Excite                   Search results links to NetGrocer's Competitors in Excite                   Search results pages in response to user queries, may display                   links to NetGrocer's Competitors in Excite's general                   directory of Web sites and, after giving NetGrocer reasonable                   advance notice, in search results displayed in "Excite                   Shopping Service powered by Jango".
Question: Consider the Distributor Agreement between Accuray Incorporated and Siemens Aktiengesellschaft for Multiple LINAC and Multi-Modality Purchases; What is the duration of any warranties provided in this contract?
Answer: Accuray will provide a warranty to each Customer that the Products will be free from material defects and  perform substantially in accordance with the written Specifications provided by Accuray as reflected in the regulatory  clearance at the time of sale for a period of one (1) year following Installation of the Products at Customer's facility, but not  to exceed eighteen (18) months following shipment of such Products to Distributor ("Warranty Period").
Notwithstanding Section 4.6.2, for a period of 10 years following Installation of a System, Accuray will  provide to Customer, without charge, Bug Fixes with respect to any software included in the System.
Notwithstanding Section 4.6.2 and any obligations according to law, for a period of 10 years following  Installation of a System, Accuray will provide to Customer, without charge, Safety Updates with respect to any hardware or  software included in the System.
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Is there a covenant not to sue included in this contract?
Answer: Women.com acknowledges that eDiets owns all right, title and interest in and to the eDiets Content, and Women.com shall not now or in the future contest the validity of the eDiets' ownership rights in and to the eDiets Content.
At no time during the term of the Agreement or thereafter shall eDiets attack, challenge or file any application with respect to any Women.com Mark. At no time during the term of the Agreement or thereafter shall Women.com attack, challenge or file any application with respect to any eDiets Mark.
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); How is intellectual property ownership assigned in this contract?
Answer: Once RevMed has completed conducting all Clinical Trials for a Product assigned to it under the Development Plan for such Product, RevMed agrees to assign, and hereby does assign, to Sanofi all of its rights, title and interests in and to all Regulatory Approvals (including INDs and NDAs) for such Product.
Sanofi shall transfer and assign, and shall ensure that its Affiliates transfer and assign, to RevMed, at no cost to RevMed, all Product Marks exclusively relating to any Termination Product, provided that such Product Marks do not contain the business entity names of Sanofi or its Affiliates or variations thereof, except as may otherwise be required by Applicable Law during a transition period to avoid any interruptions in supply of Termination Product to patients. I
Question: Consider the Amendment to Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What is the governing law for this contract?
Answer: This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; What is the expiration date of this contract?
Answer: 1 April 2009
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; How is intellectual property ownership assigned in this contract?
Answer: Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.
Question: Consider the Sponsorship Agreement between Excite, Inc. and NetGrocer, Inc.; What is the governing law for this contract?
Answer: This Agreement will be governed by and                   construed in accordance with the laws of the State of                   California, notwithstanding the actual state or country of                   residence or incorporation of NetGrocer.
Question: Consider the Limited Power of Attorney between Federated Investment Management Company and Federated Advisory Services Company; Is there an anti-assignment clause in this contract?
Answer: This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.