orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Master Joint Development Agreement between iBio Inc. and Beijing CC-Pharming Ltd. for Biopharmaceutical Development; Does this contract provide for joint intellectual property ownership?
Answer: All rights to Agreement Inventions, patentable or non-patentable, made jointly by employees of iBio and employees of CC-Pharming ("Joint Inventions") will belong jointly to iBio and CC-Pharming, with inventorship determined as described in 35 U.S.C. § 262 and (Chin Patent Law).
Copyright Materials that are jointly created by the Parties shall be jointly owned.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; Is there uncapped liability under this contract?
Answer: For clarity, nothing in this Section 3.1 limits Supplier's liability under this Agreement or under law, including liability for negligence, willful misconduct and failure to comply with Product Specifications; [* * *].
EXCEPT AS SET FORTH BELOW IN THIS SECTION 13.4(b), IN NO EVENT WILL SUPPLIER'S LIABILITY, [* * *], BE GREATER THAN, PER CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, [* * *].
EXCEPT AS SET FORTH BELOW IN THIS SECTION 13.4(b), [* * *], AS APPLICABLE, IN NO EVENT SHALL A PARTY'S LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, BE GREATER THAN, PER CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, [* * *].
EXCEPT AS SET FORTH BELOW IN THIS SECTION 13.4(b), WITH RESPECT [* * *], IN NO EVENT SHALL A PARTY'S LIABILITY BE GREATER THAN, PER CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, [* * *].
Question: Consider the Master Joint Development Agreement between iBio Inc. and Beijing CC-Pharming Ltd. for Biopharmaceutical Development; Is there an anti-assignment clause in this contract?
Answer: Neither Party may assign its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party. Any unauthorized assignment of this Agreement is void.
Question: Consider the Promotion Agreement between Charity Tunes Inc. and ConAgra Foods Canada Inc.; Does this contract include any volume restrictions?
Answer: Such a consumer wil l be entitled to visit a custom interactive landing page at the  CharityTunes.com website to enter the unique code and consumer's valid email address to receive downloads up to a  maximum of either three (3), five (5), or seven (7) free MP3 song downloads having a retail value of $1.29 per song or less.
The total  number of Pin Codes to be distributed as prizes in the Promotion shall not exceed: (i) 277,760 Pin Codes containing three (3)  music downloads per Pin Code ; (ii) 130,300 Pin Codes containing five (5) music downloads per Pin Code; and (iii) 27,900 Pin  Codes containing seven (7) music downloads per Pin Code. No Designated Sponsor Product shall contain more than 1 Pin  Code per pack.
The distribution limits stated above are the maximum number of Pin Codes that may be distributed in the Promotion.
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; Is there a cap on liability under this contract?
Answer: IN NO EVENT SHALL TRUELINK'S LIABILITY FOR ANY MATTER ARISING UNDER OR RELATED TO SECTION 3, 4, 7 AND 11 THIS AGREEMENT (OTHER THAN DUE TO A BREACH RESULTING FROM TRUELINK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) EXCEED THE TOTAL COMPENSATION PAID FOR HOSTING AND SUPPORT SERVICES OVER THE IMMEDIATELY PRECEDING 12 MONTHS PERIOD.
Question: Consider the Website Building and Hosting Agreement between YourNetPlus.com, Inc. and Kingdom Connect, Inc.; What is the expiration date of this contract?
Answer: This agreement shall be for a term of five years from the date of this document.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Does the licensor's affiliates have any licensing rights under this contract?
Answer: OntoChem hereby grants to Anixa a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses through multiple tiers) under any patents which OntoChem or any of its Affiliates own or control during the term of this Agreement, to make, have made, use, sell, offer for sale and import the Lead Scaffold(s) and products that incorporate compounds from the Lead Scaffold(s).
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; What is the expiration date of this contract?
Answer: "Term" means the earlier of: (a) the end of the two year period from the Effective Date to 31 July 2013; or (b) the last day of the calendar month  within which the Maximum Distribution Commitment is reached.
This Agreement shall commence on the Effective Date and, unless earlier terminated as set out in this Agreement, shall continue  for the Term.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; What licenses are granted under this contract?
Answer: OntoChem hereby grants to Anixa a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses through multiple tiers) under any patents which OntoChem or any of its Affiliates own or control during the term of this Agreement, to make, have made, use, sell, offer for sale and import the Lead Scaffold(s) and products that incorporate compounds from the Lead Scaffold(s).
Question: Consider the Master Joint Development Agreement between iBio Inc. and Beijing CC-Pharming Ltd. for Biopharmaceutical Development; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: The Creating Party grants to the other Party a time-limited first right to negotiate a commercial license to use, reproduce, display, and perform commercially valuable Copyright Materials for commercial purposes, and to distribute and/or sublicense such commercially valuable Copyright Materials to third parties.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; What are the audit rights under this contract?
Answer: Customer shall have the right to have a representative present at each Facility to observe the performance of the Manufacturing Process by Supplier during normal business hours with at least [* * *] advance notice. Supplier shall have the right to reasonably restrict such observation access to prevent undue interference with Supplier's business operations or compromise Supplier's confidentiality obligations to Third Parties; provided, however, Customer's observation access shall be absolute with regard to the Manufacturing Process for the Product. As such it is Supplier's obligation to segregate Third Party documents and materials from Customer's documents and materials and Customer will not be restricted from observing any part of Customer's Manufacturing Process and related documentation.
Supplier shall allow monitoring of the Facilities as set forth in Section 3.6 and inspections or audits as provided for in the Quality Agreement.
The frequency of such audits as well as the response time with respect to audit findings shall be governed by the Quality Agreement.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; Are the licenses granted under this contract non-transferable?
Answer: During the Term, Customer hereby grants to Supplier a paid-up, royalty-free, non-exclusive license, without the right to sublicense, to Customer's Confidential Information and the Customer Technology reasonably necessary to Manufacture and supply to Customer the Product hereunder, but only for such purposes. The Parties agree that the license grant contained in this Section 11.3 is personal to Supplier only and shall be exercised by Supplier only,
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; What licenses are granted under this contract?
Answer: TrueLink hereby grants to Client a non-exclusive license to use the Interface in the ordinary course of its business of the origination, underwriting, processing and funding of consumer finance receivables in accordance with this Agreement.
The license granted to Client pursuant to section 2(a) consists of the following rights:

                     i.      Use and execution of the Interface on a compatible software platform (as such compatibility specifications may be issued by TrueLink from time to time); and

                     ii.     Access to the Interface from multiple computer located at those sites listed on Exhibit "A." Client may amend Exhibit "A" by giving TrueLink written notice of the new sites.
Client hereby grants to TrueLink the nonexclusive worldwide right and license to use, distribute, disseminate, license, resell, exploit, upload, display, copy and store Credit Data subject to the limitations set forth in and in accordance with the Non-Competition Agreement.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; How is intellectual property ownership assigned in this contract?
Answer: For each Lead Scaffold, if (a) neither Anixa nor any of its Affiliates, licensees or assignees has dosed the first patient in a human clinical trial for a product incorporating a compound from such Lead Scaffold by the fifth (5th) anniversary of the date of the Selection Notice, or (b) Anixa earlier provides written notice of termination of such Lead Scaffold referencing this Section 4.3, then such Lead Scaffold (each, a "Terminated Scaffold") will thereupon cease to be a Lead Scaffold under this Agreement and thereafter, notwithstanding anything to the contrary in this Agreement: (i) Anixa will promptly assign to OntoChem all right, title and interest in and to any patents and patent applications owned by Anixa that claim such Terminated Scaffold (including the composition, use or manufacture thereof) and, following such assignment, OntoChem will exclusively control the filing, prosecution, maintenance and enforcement of such patents and patent applications; (ii) the identity, structure and SAR information of such Terminated Scaffold will be deemed to be the Confidential Information of OntoChem; (iii) Anixa will not owe any further annual fees under Section 3.2 for such Terminated Scaffold; and (iv) this Agreement will otherwise remain in full force and effect.
OntoChem will own, and Anixa hereby assigns to OntoChem, all right, title and interest in and to all Inventions directed to (a) any methods of generating or screening compound libraries and (b) the Rejected Hit Compounds (including the composition, use or manufacture thereof), in the case of this clause (b), effective as of the Selection Deadline (collectively (clauses (a) and (b)), "OntoChem Inventions").
Anixa will own, and OntoChem hereby assigns to Anixa, all right, title and interest in and to all Inventions other than OntoChem Inventions, including, for clarity, Inventions directed to the Lead Scaffold(s) (including the composition, use or manufacture thereof) (collectively, "Anixa Inventions").
Each Party will assign, and does hereby assign, to the other Party rights with respect to the applicable Inventions as necessary to achieve ownership as provided in Sections 6.2 and 6.3.
Question: Consider the Promotion Agreement between Charity Tunes Inc. and ConAgra Foods Canada Inc.; Is there an anti-assignment clause in this contract?
Answer: This Agreement may not be assigned by either party hereto without the written consent of the other but shall be  binding upon the successors of the parties.
Question: Consider the Master Joint Development Agreement between iBio Inc. and Beijing CC-Pharming Ltd. for Biopharmaceutical Development; What is the governing law for this contract?
Answer: This Agreement is governed by the laws of the State of Texas, without regard to the conflict of laws provisions thereof.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; What licenses are granted under this contract?
Answer: During the Term, Customer hereby grants to Supplier a paid-up, royalty-free, non-exclusive license, without the right to sublicense, to Customer's Confidential Information and the Customer Technology reasonably necessary to Manufacture and supply to Customer the Product hereunder, but only for such purposes.
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; Is there a minimum commitment required under this contract?
Answer: Client will pay TrueLink's fees for requested Hosting Services and Support Services pursuant to the schedule of charges set forth on Exhibits "A" and "B" attached hereto, (but not less than $____ per month for the Hosting Services and $____ per month for Support Services).
Question: Consider the Promotion Agreement between Charity Tunes Inc. and ConAgra Foods Canada Inc.; Does this contract include an exclusivity agreement?
Answer: In consideration of the fees paid by Sponsor as set out herein, Charity Tunes agrees that during the period beginning October  1, 2009 and ending March 31, 2010, Charity Tunes shall not enable another program sponsorship for all competitive  products/product categories distributed/sold within the total Canadian consumer/retail/wholesale market place, inclusive of:     - Total Frozen Handhelds     - Total Corporation General Mills Handhelds     - Total Pizza Pops Handhelds / total Pillsbury Mini Pizzas     - Total Corporation McCain Foods Handhelds     - Total Pizza Pockets / total McCain Mini Pizzas     - Total Corporation Heinz Handhelds     - Total Heinz Hot bites (Bagel Bites and Taco Bites) / total Anchor Poppers     - Total Corporation Schneider Foods Handhelds     - Total Hot Stuffs / total Lean Stuffs     - Total Resers Burritos     - Total Corp les Plats du Chef Handhelds     - Total Hinsdale Farms Corndogs
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Does this contract include any volume restrictions?
Answer: Within one year following completion of all activities under the Research Plan (the "Selection Deadline"), Anixa, in good faith consultation with OntoChem, will have the right to select up to two hundred (200) Hit Compounds (each, a "Selected Hit Compound"), by providing OntoChem with written notice of such Selected Hit Compound(s) (the "Selection Notice"), and each Selected Hit Compound, along with all Variants of such Selected Hit Compound referenced in the Selection Notice, is hereby designated as a "Lead Scaffold" under this Agreement.
Question: Consider the Master Joint Development Agreement between iBio Inc. and Beijing CC-Pharming Ltd. for Biopharmaceutical Development; What is the expiration date of this contract?
Answer: The term of this Agreement ("Term") will begin on the date this Agreement is signed by the last signatory ("Effective Date") and remain in effect for [***]; provided, however, that the terms of this Agreement shall remain applicable to any SOW that was executed by the Parties prior to the expiration or termination of this Agreement but whose period of performance extends beyond the expiration or termination of this Agreement.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; How is intellectual property ownership assigned in this contract?
Answer: With respect to any ideas, innovations, Improvements or inventions (whether patentable or non-patentable) developed by Supplier during the Term of this Agreement and [* * *], the Parties agree that, as between Customer and Supplier, Customer shall own all Rights to such Inventions and may obtain patent, copyright, and other proprietary protection respecting such Inventions.
Supplier agrees to assign (and cause its employees or permitted subcontractors to assign), and does hereby assign, any and all rights, title and interests of Supplier in, to or under any Inventions to Customer.
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; Is there an anti-assignment clause in this contract?
Answer: Neither party shall assign or transfer any of its rights under this Agreement without the prior written approval of the other party, except no such approval shall be required for an assignment to a financially responsible affiliate.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Is there an anti-assignment clause in this contract?
Answer: OntoChem may engage one or more subcontractors to perform its activities under the Research Plan with the prior written approval of Anixa and provided that, with respect to any such subcontractor, OntoChem will (a) be responsible and liable for the performance of such subcontractor and (b) enter into a written agreement (i) consistent with terms and conditions of this Agreement, including with respect to confidentiality and intellectual property, and (ii) prohibiting such subcontractor from further subcontracting. For clarity, vendors where commercial building blocks or compounds will be purchased are nor regarded as subcontractors.
Neither Party may assign or otherwise transfer this Agreement (or any of its rights or obligations hereunder) without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent to an entity that acquires all or substantially all of the business or assets of such Party to which this Agreement relates, whether by merger, consolidation, sale of assets or otherwise. Any assignment or transfer of this Agreement in violation of this Section 9.8 will be null and void.
Question: Consider the Promotion Agreement between Charity Tunes Inc. and ConAgra Foods Canada Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of  Canada applicable therein.
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there a covenant not to sue included in this contract?
Answer: Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; Is there a minimum commitment required under this contract?
Answer: n case of an order volume equal or less than [* * *]: The first [* * *] of each short term rolling forecast shall be binding firm purchase orders by Customer (each a "Purchase Order") and the last [* * *] of each short term rolling forecast shall be non-binding, good faith estimates.
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; What is the governing law for this contract?
Answer: This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of California (without respect to principles of conflicts of law).
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: In case OntoChem finds a novel and unexpected antiviral use of those Rejected Hit Compounds during this 2-years period, it will notify Anixa about these findings and Anixa has the right of first negotiation during a period of 6 months after this notification. If Anixa decides to not license those uses or compounds for this novel antiviral use, OntoChem is free to develop those molecules further as its own intellectual property without any further restrictions.
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; What are the insurance requirements under this contract?
Answer: The Company agrees to provide and maintain, at its own expense, advertising and product liability insurance each with limits no less than $5,000,000 and within thirty (30) days from the date hereof, the Company will submit to Nantz Communications a fully paid policy or certificate of insurance naming Nantz Communications and Nantz as insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Nantz Communications at least twenty (20) days in advance thereof.
The Company further agrees to provide and maintain, at its own expense, a policy of Directors and Officers Insurance with limits no less than $25,000,000 and within thirty (30) days from the date hereof, the Company will submit to Nantz Communications a fully paid policy or certificate of insurance naming Nantz as an insured party, requiring that the insurer shall not terminate or materially modify such without written notice to Nantz Communications at least twenty (20) days in advance hereof
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there a cap on liability under this contract?
Answer: EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Licensing and Web Site Hosting Agreement between Mortgage Logic.com, Inc. and TrueLink, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement shall renew automatically thereafter for successive one year periods until terminated pursuant to Section 12 herein or unless either Client or TrueLink deliver to the other written notice of intent not to renew no later than thirty (30) days prior to the end of said year.
Question: Consider the Outsourcing Agreement between Paratek Pharmaceuticals, Inc. and CARBOGEN AMCIS AG for Manufacturing and Supply Services; Are there any price restrictions or controls specified in this contract?
Answer: During the Term of this Agreement, either Party may request an increase or decrease of the Fees specified in Exhibit C no more than [* * *] and such change in Fees shall take effect on [* * *] for which such Fee change is requested.
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may be terminated by Anixa, without cause, upon at least thirty (30) days written notice to OntoChem.