orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Local Programming and Marketing Agreement between MediaCo Holding Inc. and WBLS-WLIB LLC; Is there an anti-assignment clause in this contract?
Answer: Programmer may not assign this Agreement without the prior written consent of Licensee, which shall not be unreasonably withheld, conditioned, or delayed.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; Is there a most favored nation clause in this contract?
Answer: In accordance with Section 3.6 below,  at no time shall any Product price exceed the lowest price for which Zanotti sells such Product (or substantial equivalent thereof) in similar  quantities to any third party.
During the term of this Agreement, Zanotti agrees that Aura shall be allowed the full benefit of any and all lower prices  and/or any more favorable terms and/or conditions ("MFN" Terms) contained in any other agreement entered into by Zanotti for the sale of any  product substantially similar to the Product in the same or lesser quantities described in this Agreement to third parties
Zanotti shall notify Aura  in writing of any such MFN Terms within fifteen (15) calendar days after agreeing thereto, and shall make the MFN Terms available to Aura as of  the effective date of such agreement and thereafter for the greater of (i) three (3) months or (ii) such time that the MFN Terms remain in effect.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; Is there uncapped liability under this contract?
Answer: NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY'S (I) INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1 OR SECTION 11.2 HEREOF, (II) GROSS NEGLIGENCE OR WILFUL MISCONDUCT, (III) BREACH OF ITS OBLIGATIONS UNDER SECTION 9 OR (IV) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY.
Question: Consider the Reseller Agreement between McDATA Corporation and MTI Technology Corporation; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be for a period of one (1) year from the Effective Date unless sooner terminated pursuant to the termination provisions herein.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Answer: If LKPL deems itself unable to continue to                   provide Axiometric work space without expanding LKPL's                   facilities, and if LKPL determines it will be in its own best                   interests to expand its facilities, then LKPL will afford                   Axiometric the opportunity to lease space in the new                   facilities under a mutually acceptable separate commercial                   rental agreement.
As the preferred                   manufacturer, LKPL shall have first right of refusal on all                   such RFMs. If LKPL does not respond to an RFM within thirty                   (30) days, or cannot provide competitive terms (such as cost,                   credit, quality, schedule), Axiometric will be free to award                   the manufacturing contract to an alternate manufacturer.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Is there a non-compete clause in this contract?
Answer: Beginning on the Launch Date and continuing during the Term, VerticalNet shall not place advertising relating to the commercial printing entities listed on Exhibit "A," or other such entities subsequently identified by Impresse, on the VerticalNet Area of the Co-Branded Site.
Question: Consider the Local Programming and Marketing Agreement between MediaCo Holding Inc. and WBLS-WLIB LLC; What is the governing law for this contract?
Answer: This Agreement will be construed in accordance with the laws of the State of Indiana without regard to principles of conflicts of laws.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What are the audit rights under this contract?
Answer: Magenta and its agents and designees shall have the right to audit Bachem's facilities, systems, records, procedures, and documentation related to this Agreement.
Such audits may be conducted upon reasonable notice during the term of this Agreement and for [***] thereafter.
Such person shall be given reasonable access to all records, facilities and personnel working on any Services or Project Plans for the purpose or providing advice, coordinating reviews, approvals or any other actions required to ensure compliance with this Agreement to the extent that it does not compromise the confidentiality of other customers.
Bachem shall make accessible for review by Magenta during an audit or inspection, or following Product release by Bachem's Quality Assurance Department, either onsite or on an electronic platform with restricted access rights only (as reasonably requested by Magenta), at a mutually agreeable time, all specific Batch and lot records relevant to Bachem's performance hereunder, including written investigations of any deviations and "out-of-specification" events that may have been generated from manufacturing, packaging, inspection, or testing processes.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What is the governing law for this contract?
Answer: This Agreement is deemed made and entered into in the State of California and shall be construed, enforced and performed in  accordance with the laws of the State of California, without reference, to choice of law.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; What are the insurance requirements under this contract?
Answer: Schoolpop shall, during the term of this Agreement, at its own                   cost and expense, procure with sound and reputable insurers,                   the following insurance coverage's: (i) Workers' Compensation                   Insurance in an amount not less than the statutory limits for                   the state(s), country or province in where the services are to                   be performed; (ii) Employer's Liability Insurance not less                   than (a) $100,000 per occurrence, and not less than $100,000                   aggregate limit of liability per policy year for disease,                   including death at any time resulting therefrom, not caused by                   accident or (b) such amount as required by law, whichever is                   higher; (iii) Comprehensive General Liability Insurance,                   including blanket extended coverage against all hazards,                   including personal injury and death resulting therefrom, for                   not less than $1,000,000 per occurrence, and not less than                   $2,000,000 aggregate; (iv) Automobile Liability insurance                   against liability arising from the maintenance or use of all                   owned, non-owned and hired automobiles and trucks used to                   provide services, with (a) a minimum limit of liability for                   bodily injury of $1,000,000 in the aggregate, and with a                   minimum limit of liability for property damage of $500,000 per                   accident, or (b) amount as required by law, whichever is                   higher; and (v) fidelity or crime policy of not less than                   $3,000,000 in the aggregate against misappropriation and/or                   destruction of Cards.
Each policy of insurance which                   Schoolpop is required to possess under this Agreement shall                   name AEIS, and its Directors, Officers, and Employees, as                   additional insured in the insurance policy limits herein                   required.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; Does this contract include an exclusivity agreement?
Answer: Axiometric shall have the exclusive right to market                            and sell AMR Product Suites to entities whose                            corporate headquarters are physically located in the                            United States and U.S. territories with the exception                            of Datamatic as defined in 3.3.1 and 3.3.2 below
LKPL shall have the exclusive right to market and                            sell AMR Product Suites to Datamatic LTD, a Plano TX                            corporation (hereafter Datamatic).
LKPL shall have the exclusive right to market and                            sell AMR Product Suites to entities whose corporate                            headquarters are physically located outside the                            United States and its territories.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted under the laws of the State of Delaware without regard to its conflicts of law provisions.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; Can this contract be terminated for convenience, and under what conditions?
Answer: Axiometric will have the right to terminate the license to use                   the office space and to move out of the office space at any                   time upon two weeks notice.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; Is there a cap on liability under this contract?
Answer: Notwithstanding anything contained herein to the contrary, the                   cumulative liability of the parties to one another for any                   claims, liabilities, losses, damages or expenses, direct or                   indirect, arising out of or related to this Agreement shall                   not exceed the lesser of $50,000 or (not including other                   funding amounts such as the Point value of Cards) or the                   amount paid by Schoolpop to AEIS for the immediately preceding                   twelve (12) months provided, however, that in no event shall                   this limitation of liability apply to any claims, liabilities,                   losses, damages, or expenses, direct or indirect, arising out                   of or related to this Agreement brought by the actions of                   Schoolpop pursuant to paragraphs 4(e), 4(i), 4(k), 4(p), 5(a),                   5(b), 6(b), 7(a), 7(d), 14(d.iii), 9(f) and Sections 2, 3 11,                   12, and 13, and Exhibit 1 of this Agreement. In no event shall





either party be liable to the other, under any theory, for                   lost profits, exemplary, punitive, special incidental,                   indirect, or consequential damages.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What is the notice period required to terminate the renewal?
Answer: Unless terminated prior to the natural expiration of the Initial Term, upon the expiry of the  Initial Term this Agreement shall automatically renew for successive terms of the same duration, unless either party gives written notice to the  other of such party's desire not to renew not less than ninety (90) days prior to the date of the expiration of the Initial Term or any









  successive term thereafter.
Question: Consider the Local Programming and Marketing Agreement between MediaCo Holding Inc. and WBLS-WLIB LLC; What is the expiration date of this contract?
Answer: The term of this Agreement (the "Term") will begin on the date hereof (the "Commencement Date"), and will continue until the earlier of (i) December 31, 2022, (ii) the termination or expiration of the Studio Lease (defined below), (iii) election to terminate and notice thereof given by Programmer to Licensee, and (iv) mutual written consent of Licensee and Programmer (the "Term"), unless extended or earlier terminated pursuant to Section 11 hereof.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; How is intellectual property ownership assigned in this contract?
Answer: Any invention (whether patentable or not), discoveries, improvements, works-of-authorship or other intellectual property made, conceived or reduced to practice by Bachem in connection with its performance under this Agreement or any Project Plan, which expressly excludes Bachem Intellectual Property ("Magenta Developed Intellectual Property"), shall be exclusively owned by Magenta.
Bachem hereby assigns, and agrees to assign, to Magenta all of its right, title and interest to and in any Magenta Developed Intellectual Property, including all related intellectual property rights.
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; What is the expiration date of this contract?
Answer: The Term of this Agreement shall begin on the Effective Date and shall end fifteen months therefrom.
Question: Consider the Wholesale Marketing Agreement between ALPS Distributors, Inc. and S2K Financial LLC; Is there a cap on liability under this contract?
Answer: Notwithstanding anything to the contrary herein, in no event shall S2K be entitled to receive fees or compensation that would cause a Fund's sales charges to exceed the maximum amount allowed under FINRA rules or applicable law.
Any and all claims, losses, cost or expenses shall be limited to actual and direct costs. In no event shall any party be responsible to the other for indirect, special or consequential damages.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; Is there an anti-assignment clause in this contract?
Answer: Bachem will not assign this Agreement without the prior written consent of Magenta, and any purported assignment in contravention of this Section 15.2 shall be null and void; provided, however, that either Party may assign this Agreement in connection with (i) the sale, transfer or other disposition of its assets related to this Agreement, (ii) a change in control of such Party, or (iii) the sale or transfer of substantially all of such Party's outstanding stock.
Bachem shall not assign, subcontract or delegate any of its rights or obligations under this Agreement without the express prior written authorization of Magenta, provided however, that Bachem may subcontract its rights and obligations hereunder to those subcontractors identified and agreed to by the Parties in the Quality Agreement.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What is the renewal term for this contract?
Answer: Unless terminated prior to the natural expiration of the Initial Term, upon the expiry of the  Initial Term this Agreement shall automatically renew for successive terms of the same duration, unless either party gives written notice to the  other of such party's desire not to renew not less than ninety (90) days prior to the date of the expiration of the Initial Term or any









  successive term thereafter.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; What is the governing law for this contract?
Answer: This Agreement shall be construed and governed in accordance                   with the laws of the State of Maryland regardless of the place                   or places of its physical execution and performance.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Is there a cap on liability under this contract?
Answer: EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS IN SECTION 14, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, AND THE YEAR 2000 COMPLIANCE OBLIGATIONS UNDER SECTION 20, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,

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STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; What are the audit rights under this contract?
Answer: AEIS and/or their appointed representatives of AEIS or                   American Express Travel Related Services Inc. as solely                   determined by AEIS, shall be entitled to inspect and approve                   Seller's safekeeping facilities at any time during normal                   business hours.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement or any Project Plan may be terminated:

(a) by Magenta for any reason upon [***] written notice to Bachem;
Question: Consider the Wholesale Marketing Agreement between ALPS Distributors, Inc. and S2K Financial LLC; Is there an anti-assignment clause in this contract?
Answer: No party to this Agreement has the right to assign any of its rights or obligations hereunder, except as already set forth under this Agreement.
Question: Consider the Strategic Alliance Agreement between AURA SYSTEMS INC. and ZANOTTI EAST INC. for Integrated Transport Refrigeration Solutions; What is the expiration date of this contract?
Answer: This Agreement shall be for a period of five (5) years commencing upon the Effective Date hereof unless sooner terminated in  accordance with this Agreement (the "Initial Term").
Question: Consider the Reseller Agreement between American Express Incentive Services, L.L.C. and Schoolpop, Inc. for Stored Value Cards; Are there any services to be provided after the termination of this contract?
Answer: Upon termination of this Agreement, Schoolpop shall have the                   right to continue to sell any Cards in its possession for a                   period of three (3) months following the effective date of                   termination, subject to compliance with the applicable terms                   and conditions set forth herein, provided however, that                   termination of the Agreement is not due to a breach of                   representation or warranty of the Agreement by Schoolpop in                   which case Schoolpop shall discontinue selling Cards                   immediately upon termination.
Question: Consider the Affiliate Agreement between Link Plus Corporation and Axiometric, LLC for AMR Product Development; What is the expiration date of this contract?
Answer: This Agreement will remain in force for perpetuity or until and unless          otherwise mutually agreed or amended in writing by both parties.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Is there uncapped liability under this contract?
Answer: EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS IN SECTION 14, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, AND THE YEAR 2000 COMPLIANCE OBLIGATIONS UNDER SECTION 20, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,

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STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Question: Consider the Wholesale Marketing Agreement between ALPS Distributors, Inc. and S2K Financial LLC; Can this contract be terminated for convenience, and under what conditions?
Answer: The term of this Agreement shall commence on the Effective Date and shall end on the 60th day following a written notice from one party to the other of its decision to terminate this Agreement at the end of such 60-day period or upon termination of the applicable Distribution Agreement with respect to a Fund.
Question: Consider the Agency Agreement for Sale of Preferred Stock between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., BRG Manager, LLC, and Compass Point Research & Trading, LLC; Is there a cap on liability under this contract?
Answer: Notwithstanding the provisions of this Section 8(d), the Agent shall not be required to contribute any amount in excess of the amount by which the total price at which the  Series A Preferred Stock sold pursuant to this Agreement exceeds the amount of any damages which the Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What is the governing law for this contract?
Answer: This Agreement will be construed and interpreted and its performance governed by the laws of the State of New York, without giving effect to its conflict of laws principles.
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What is the notice period required to terminate the renewal?
Answer: This Agreement may be renewed for additional periods of one (1) year (each such additional period, a "Renewal Term") unless either Party provides notice of nonrenewal upon not less than [***] prior written notice to the other Party.
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; What are the audit rights under this contract?
Answer: Either Party shall have the      right from time to time to audit and make extracts of the books and records      of the other, insofar as said books or records pertain to the terms of this      Agreement.