orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company of Delaware; Can this contract be terminated for convenience, and under what conditions?
Answer: AIG shall have the absolute right        to terminate this Agreement upon thirty (30) days' prior written notice        to the Company, which notice shall state the effective date of        termination (the "Termination Date"); PROVIDED, HOWEVER, that AIG agrees        not to terminate this Agreement unless (a) AIG significantly modifies        the corporate structure or ownership of the Company, or (b) AIG sells        the Company to an acquirer (i) having a rating from at least one of S&P,        Moody's, A.M. Best or a substitute agency, which is a nationally        recognized statistical rating organization, that is at least equal to        the lower of (x) AIG's then-current rating from such agency or (y) the        Company's then-current rating as supported by this Agreement from such        agency; or (ii) such that, immediately on the effective date of the sale        by AIG of the Company, the Company's capitalization is consistent with        the minimum capital adequacy standards and criteria of at least one of        S&P, Moody's, A.M. Best or a substitute agency, which is a nationally        recognized statistical rating organization, for a rating that is equal        to or better than the Company's then-current rating on the date        immediately preceding such sale.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; What is the renewal term for this contract?
Answer: The initial term of this Agreement shall           commence on the Effective Date and extend for three (3) years           thereafter ("INITIAL TERM"), with an automatic renewal for an           indefinite period of time ("EXTENDED TERM"), unless terminated by the           parties according to Sections 16.2. or 16.3. herein.
Question: Consider the Split-Dollar Endorsement Agreement between Prudential Bank and Employee Jeffrey Hanuscin; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may be terminated at any time while the Employee is living by written notice thereof by either the Employer or the Employee to the other; and, in any event, this Agreement will terminate upon termination of the Employee's employment.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; Can this contract be terminated for convenience, and under what conditions?
Answer: The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; What is the notice period required to terminate the renewal?
Answer: Notwithstanding the aforesaid in Section 16.1. and any possible           implication to the contrary herein or as a result of the course of           conduct of the parties, Contractor shall be entitled, at its sole           discretion, to terminate this Agreement only during the Extended Term,           with or without cause, upon a prior written notice of termination to           NICE of not less than six (6) months.
Question: Consider the Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company of Delaware; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the        laws of New York, without giving effect to the principles of conflict of        laws.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Is there a covenant not to sue included in this contract?
Answer: Rubicon shall not contest ownership by ISA of any of the foregoing.
ISA shall not contest ownership by Rubicon of any of the foregoing.
Either Party may terminate this Agreement upon ten Business Day's Notice to  the other Party in the event the other Party contests or challenges to a material degree any of the other Party's Intellectual Property rights referred  to in Sections 5.1, and 5.3, respectively.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Is there a cap on liability under this contract?
Answer: EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF SECTION 8, NEITHER PARTY WILL  BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR  RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF SECTION 8, EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER (OTHER THAN IN RESPECT OF ANY CLAIM FOR MONIES DUE)  SHALL NOT EXCEED £200,000.
Question: Consider the Manufacturing Outsourcing Agreement between Nice Systems Ltd. and Flextronics Israel Ltd.; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall           commence on the Effective Date and extend for three (3) years           thereafter ("INITIAL TERM"), with an automatic renewal for an           indefinite period of time ("EXTENDED TERM"), unless terminated by the           parties according to Sections 16.2. or 16.3. herein.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Is there uncapped liability under this contract?
Answer: EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF SECTION 8, NEITHER PARTY WILL  BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR  RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF SECTION 8, EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER (OTHER THAN IN RESPECT OF ANY CLAIM FOR MONIES DUE)  SHALL NOT EXCEED £200,000.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; What is the governing law for this contract?
Answer: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.
Question: Consider the Endorsement Agreement between Healthcare Distribution Specialists LLC and Paul Silas for Clotamin; What are the insurance requirements under this contract?
Answer: HDS agrees to provide and maintain at its own expense, the following insurance coverages:
Commercial General Liability coverage of product liability with limits no less than $1,000,000 per occurrence  and $2,000,000 aggregate.
Umbrella / Excess Liability coverage inclusive of product liability with limits not less than $5,000,000 per  occurrence and aggregate.
Media Liability insurance with limits not less than $2,000,000 per occurrence and aggregate.
The Celebrity shall be named as an additional insured on coverages A, B and C.
Question: Consider the Network Management Outsourcing Agreement between Bank of South Pacific Limited and Datec PNG Limited; What are the insurance requirements under this contract?
Answer: The BSP will provide full comprehensive replacement insurance cover for all assets contained in the Asset Register (Schedule A).
The BSP will provide documentary evidence to Datec that such insurance is in place for the term of the agreement.
Question: Consider the Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company of Delaware; What is the expiration date of this contract?
Answer: Unless earlier terminated in accordance with this paragraph 8, this        Agreement shall continue indefinitely.
To the extent not terminated previously        by AIG pursuant to the foregoing, this Agreement will terminate        automatically one year after the closing of any sale of the Company by        AIG, and all provisions hereof will be of no further force and effect.
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; What is the notice period required to terminate the renewal?
Answer: This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the "Consultation Period"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.
Question: Consider the Endorsement Agreement between Healthcare Distribution Specialists LLC and Paul Silas for Clotamin; Are the licenses granted under this contract non-transferable?
Answer: Such usage may not be sold or transferred.
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; Is there a cap on liability under this contract?
Answer: NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL,  INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS  AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH  OF CONTRACT, WARRANTY, INDEMNITY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS  OF PROFIT OR REVENUE, OR BUSINESS INTERRUPTIONS. IN FURTHERANCE OF THE FOREGOING, EACH PARTY RELEASES THE OTHER PARTY AND  WAIVES ANY RIGHT OF RECOVERY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY  REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY THE OTHER PARTY'S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH  NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE, OR GROSS NEGLIGENCE), FAULT, OR LIABILITY WITHOUT FAULT.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Are there any services to be provided after the termination of this contract?
Answer: Each Party shall retain the financial records relating to all payments owed and/or paid under this Agreement for a period of six  years from the date such payment obligation arose.
Question: Consider the Agency Agreement for Share Offering between Tribute Pharmaceuticals Canada Inc. and Agents Dundee Securities Ltd., Kes 7 Capital Inc., and Bloom Burton & Co. Ltd.; Is there an anti-assignment clause in this contract?
Answer: No party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other parties and any transfer or assignment or purported transfer or assignment in contravention of this Section 18 shall be void and without force or effect.
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Are there any exceptions to competitive restrictions in this contract?
Answer: Network 1 consents  to  waive  said  exclusivity  requirement  with  respect  to  specific Merchants  in  the  event  Network  1 (i) is unable to process for such specific Merchant,  and  (ii)  the  declined Merchant is not accepted for processing by a provider  that Network 1 designates for specific Merchant's that are declined by Network  1  ("B  Bank  Source").
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; Are the licenses granted under this contract non-transferable?
Answer: Rubicon hereby grants to ISA during the Term (as defined below) and subject to the exclusions described in 2.4 below an exclusive, non-transferable license in the United States to market, sell, use, display, perform, sublicense and distribute the Rubicon Offerings, the  Documentation and, subject to Section 2.2, any upgrades thereto, subject to the conditions set forth in this Agreement.
Rubicon hereby grants to ISA during the Term and subject to the exclusions described in 2.4 below an exclusive, non-transferable  license in the United States to grant licenses to use, display, perform and distribute the Rubicon Offerings and the Documentation to other  resellers, including, but not limited to, distributors, Original Equipment Manufacturers, system integrators and Value-Added Resellers, for further  sale and distribution to End Users for their use as described above, subject to the conditions set forth in this Agreement.
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; Are there any services to be provided after the termination of this contract?
Answer: Upon the termination of this Agreement, Operator shall cooperate in the transition of operations to Owner or a successor operator and upon  Owner's request, will promptly deliver all books and records and other property (including, without limitation, intellectual property) of Owner to  Owner or the successor operator, as applicable.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; What is the expiration date of this contract?
Answer: Term shall mean the Effective Date through June 15, 2001 and any Renewal Term (as defined in paragraph 7.4 herein.)
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the governing law for this contract?
Answer: All  disputes  or  claims  by  Payment  Data  Systems hereunder  shall be resolved by arbitration in McLean, Virginia, pursuant to the rules of the American Arbitration Association. All disputes or claims by NETWORK 1  hereunder shall be resolved by arbitration in San Antonio, Texas, pursuant to the  rules  of  the  American  Arbitration  Association.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Are the licenses granted under this contract non-transferable?
Answer: Subject to the terms and conditions of this Agreement, Calm hereby grants to XSPA, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit D ("Calm's Marks"), solely to the extent necessary for XSPA to exercise its rights or perform its obligations set forth in this Agreement.
Subject to the terms and conditions of this Agreement, XSPA hereby grants to Calm, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit E ("XSPA's Marks", and together with Calm's Marks, the "Marks"), solely to the extent necessary for Calm to exercise its rights or perform its obligations set forth in this Agreement.
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; Is there a cap on liability under this contract?
Answer: Neither Party shall be liable to the other for special, incidental, or          consequential damages, even if such Party has been advised of the          possibility of such damages.
Question: Consider the Agency Agreement for Share Offering between Tribute Pharmaceuticals Canada Inc. and Agents Dundee Securities Ltd., Kes 7 Capital Inc., and Bloom Burton & Co. Ltd.; Does this contract include an exclusivity agreement?
Answer: Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Agents severally and not jointly agree to act as, and the Corporation appoints the Agents as, the exclusive agents of the Corporation to offer the Offered Shares for sale on the Closing Date (as defined herein) in the Selling Jurisdictions (as defined herein) on a private placement basis at the Offering Price.
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; Is there an anti-assignment clause in this contract?
Answer: Operator shall not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder unless there first shall  have been obtained the written consent thereto of Owner, which consent shall not be unreasonably withheld, conditioned, or delayed. Owner shall  not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder except in connection with the sale or  conveyance of all or any part of the Gathering System.
Any attempted assignment of this Agreement in violation of this Section 9.13 shall be null and void.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Calm hereby grants to XSPA, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit D ("Calm's Marks"), solely to the extent necessary for XSPA to exercise its rights or perform its obligations set forth in this Agreement.
Subject to the terms and conditions of this Agreement, XSPA hereby grants to Calm, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit E ("XSPA's Marks", and together with Calm's Marks, the "Marks"), solely to the extent necessary for Calm to exercise its rights or perform its obligations set forth in this Agreement.
Question: Consider the Agency Agreement for Share Offering between Tribute Pharmaceuticals Canada Inc. and Agents Dundee Securities Ltd., Kes 7 Capital Inc., and Bloom Burton & Co. 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 Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.
Question: Consider the Strategic Alliance Agreement between Information System Associates, Inc. and Rubicon Software Group plc; What licenses are granted under this contract?
Answer: Rubicon hereby grants to ISA during the Term (as defined below) and subject to the exclusions described in 2.4 below an exclusive, non-transferable license in the United States to market, sell, use, display, perform, sublicense and distribute the Rubicon Offerings, the  Documentation and, subject to Section 2.2, any upgrades thereto, subject to the conditions set forth in this Agreement.
Rubicon hereby grants to ISA during the Term and subject to the exclusions described in 2.4 below an exclusive, non-transferable  license in the United States to grant licenses to use, display, perform and distribute the Rubicon Offerings and the Documentation to other  resellers, including, but not limited to, distributors, Original Equipment Manufacturers, system integrators and Value-Added Resellers, for further  sale and distribution to End Users for their use as described above, subject to the conditions set forth in this Agreement.
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement will automatically renew for successive  one-year  terms  unless  terminated by either party by providing the other  with  30  days  written notice that this Agreement will not be renewed or Affiliate  enters  into  a  Processing  agreement  with  Network  1  and  an ISO Sponsorship  agreement  with  Harris  Bank  in  which  case  this Agreement will automatically  terminate  concurrent  with  the  execution  of  such agreements.
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; How is intellectual property ownership assigned in this contract?
Answer: If any Product Collateral IP (or any aspect thereof) are not designed and/or created by Calm, such Product Collateral IP (or aspect thereof) shall be deemed "works made for hire" for Calm within the meaning of the U.S. Copyright Law and/or other applicable comparable laws or, if they do not so qualify, all ownership rights thereto shall be, and are hereby, assigned to Calm.
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to Section 3.2 or 3.3 of this Agreement, shall  continue until the twentieth (20th) anniversary of the Effective Date; provided, however, (i) Operator shall have the right to terminate this  Agreement at any time upon no less than 120 days prior written notice to Owner, if Operator provides a substitute operator acceptable to Owner,  as determined in its reasonable discretion, who (A) has experience operating similar assets, (B) has the ability to provide at least the same quality  of service as Operator, (C) has the financial ability to perform the obligations hereunder, and (D) is ready, willing and able to execute an operation  and maintenance agreement substantially similar to this Agreement and acceptable to Owner, as determined in its reasonable discretion, and  (ii) Owner shall have the right to terminate this Agreement at any time upon no less than 120 days prior written notice to Operator.
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement shall not be assigned by mPhase without the prior          written consent of Lucent.
Question: Consider the Software License, Customization, and Maintenance Agreement between Cardlytics, Inc. and Bank of America; Are there any third-party beneficiaries designated in this contract?
Answer: Except as expressly set forth in this Agreement and with the exception of the Affiliates of Bank of America, the Parties do not intend the benefits of this Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any such other third party, against either of the Parties hereto.