orgrctera/legalbenchrag_cuad_qa huggingface dataset:
Question: Consider the Master Supply Agreement between Reynolds Consumer Products LLC and Pactiv LLC; What is the expiration date of this contract?
Answer: The "Term" of this Agreement will commence on the Effective Date and will end on the earlier of: (a) the first anniversary of the expiration date of the last Purchase Schedule (as defined in this next Section); (b) a termination date elected by a Party in a written notice delivered to the other Party any time after the expiration of the last Purchase Schedule; or (c) a termination date elected by a Party in a written notice delivered to the other Party as provided in Subsection 11(d) of this Agreement.
Question: Consider the Distributor Agreement between Johnson Matthey Catalog Company, Inc. (Alfa Aesar) and Nanophase Technologies Corporation; What is the governing law for this contract?
Answer: This Agreement shall be governed by and interpreted under and in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
This agreement shall be governed by and subject to the internal laws (exclusive of the conflicts of law provisions) and decisions of the courts of the State of Illinois
Question: Consider the Intellectual Property Agreement between WestRock Company and Ingevity Corporation; What happens in the event of a change of control of one of the parties in this contract?
Answer: If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license
If SpinCo enters an agreement to transfer the license granted to it under this  Section 3.2  in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Is there uncapped liability under this contract?
Answer: NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT; provided however, that this Section 10.5 shall not be construed to limit (a) either Party's right to special, incidental or consequential damages for the other Party's breach of Article 8 or (b) either Party's indemnification rights or obligations under Article 11.
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; What is the governing law for this contract?
Answer: This Agreement is a contract under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to its principles of conflicts of laws provisions.
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; What is the renewal term for this contract?
Answer: Distributor shall have the option to renew this Agreement for an additional Three (3) year period by providing prior written notice to Company within Ninety (90) days of the end of the initial period of this Agreement.
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Can this contract be terminated for convenience, and under what conditions?
Answer: This Agreement may be canceled at any time without cause, by either party upon ninety (90) days written notice to the other party.
This Agreement may be terminated at any time without cause by either party upon ninety (90) days written notice to the other party.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Are there any services to be provided after the termination of this contract?
Answer: In the event that Zogenix terminates this Agreement pursuant to Section 12.2(c) or Distributor terminates this Agreement pursuant to Section 12.2(d), or after the expiration of this Agreement in accordance with Section 12.1, Zogenix shall negotiate in good faith with Distributor a license agreement for Distributor to make, use and sell the Product in the Field in the Territory under the Zogenix Technology, Zogenix Trademarks and the Product Trademarks.
Unless this Agreement is terminated by Zogenix under Sections 12.2(f), (g)(i), (h)(ii), (j)(ii), or (j)(iii), or by Distributor under Sections 12.2(d), (g), or (l), or terminated automatically under Section 12.2(k), Distributor shall continue, to the extent that Distributor continues to have Product inventory, to fulfill orders received from customers for Product in the Territory until up to [***] after the date on which Zogenix notifies Distributor in writing that Zogenix has secured an alternative distributor for the Product in the Territory, but in no event for more for than [***] after the effective date of termination.
Within [***] after receipt of such cessation request, Distributor shall provide Zogenix an estimate of the quantity and shelf life of all Product remaining in Distributor's or its Affiliates' or Sub-distributors' inventory, and Zogenix shall have the right to purchase any such quantities of Product from Distributor at a price mutually agreed by the Parties.
Unless this Agreement is terminated by Zogenix under Section 12.2(c), at Zogenix's option, which shall be exercised by written notice to Distributor, to the extent permitted under Applicable Laws, Distributor shall assign or cause to be assigned to Zogenix or its designee (or to the extent not so assignable, Distributor shall take all reasonable actions to make available to Zogenix or its designee the benefits of), at Zogenix's cost, all Regulatory Filings and Regulatory Approvals for the Product in the Field in the Territory.
Unless this Agreement is terminated by Zogenix under Section 12.2(c), Distributor shall use Commercially Reasonable Efforts to cooperate with Zogenix and/or its designee to effect a smooth and orderly transition in the registration and Commercialization of the Product in the Field in the Territory during the applicable notice period under Section 12.2 and following the effective date of termination.
Unless this Agreement is terminated by Zogenix under Section 12.2(c), at the written request of Zogenix, Distributor shall assign to Zogenix any Product-specific Third Party agreements, to the furthest extent possible, provided that such assignment is permitted under the Product-specific agreement or is otherwise agreed by the applicable Third Party.
Question: Consider the Supply Agreement between Shenzhen LOHAS Supply Chain Management Co., Ltd. and SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD / SHENZHEN LEHEYUAN TRADING CO., LTD; What are the insurance requirements under this contract?
Answer: To be covered by the Seller for 110% invoice value against All Risks and War Risk.
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Is there a clause preventing the solicitation of customers in this contract?
Answer: Distributor may not sell or license Products directly to end use customers without the express written consent of NETGEAR.
Question: Consider the Distributor Agreement between Johnson Matthey Catalog Company, Inc. (Alfa Aesar) and Nanophase Technologies Corporation; What is the notice period required to terminate the renewal?
Answer: The initial term of this Agreement shall be for a period of five (5) years from the date first set forth above and shall thereafter automatically renew for additional two (2) year terms unless a party provides the other party with notice of non-renewal no less than 6 months prior to the expiration of the initial term or any renewal term unless earlier terminated as follows:
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; Are there any services to be provided after the termination of this contract?
Answer: Turpin shall  deliver to the Company all Work      Product and Company  Property,  including all originals and copies thereof,      in Turpin's possession and/or control,  at the request of the Company,  or,      in the  absence  of  such a  request,  upon  the  termination  of  Turpin's      employment with the Company.
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; Is there a covenant not to sue included in this contract?
Answer: Turpin  covenants that Turpin shall not at any      time directly or indirectly contest or assist any third party in contesting      the Company's right,  title, and interest in and to the Work Product or any      Intellectual  Property  Rights  therein.
Turpin  shall  not,  directly  or      indirectly,  apply for or seek registration of any  Intellectual  Property      Rights in any Work Product in any jurisdiction  without the express written      approval of the  Company.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Are any of the licenses granted under this contract irrevocable or perpetual?
Answer: Distributor hereby grants Zogenix an irrevocable, perpetual, royalty-free, fully paid-up, exclusive license with the right to grant sublicenses to use such Data solely generated and co-owned by Distributor outside of the Territory and a co-exclusive license in the Territory upon expiration or termination of the Agreement.
Distributor hereby grants Zogenix an irrevocable, perpetual, world-wide, royalty-free, fully paid-up, non-exclusive license with the right to grant sublicenses under such Distributor Inventions and any patents or patent applications claiming or disclosing such Distributor Inventions.
Question: Consider the Supply Agreement between Shenzhen LOHAS Supply Chain Management Co., Ltd. and SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD / SHENZHEN LEHEYUAN TRADING CO., LTD; What is the duration of any warranties provided in this contract?
Answer: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers.
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; What is the expiration date of this contract?
Answer: This Agreement shall become effective on the date first written above and shall continue in effect for a period of Three (3) years.
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Does this contract include an exclusivity agreement?
Answer: Distributor shall be the only distributor appointed by NETGEAR in the Territory, subject to Distributor conducting mutually agreed to marketing activities as described in the Marketing Plan to be developed and agreed to by and between the parties and which shall be attached to and made a part of this Agreement as Exhibit 4.
NETGEAR's agreement not to appoint additional distributors of NETGEAR Products in the Territory during the [*] of this Agreement is predicated upon Distributor performing the mutually agreed upon activities included in the Marketing Plan attached as Exhibit 4.
Question: Consider the Distributor Agreement between Johnson Matthey Catalog Company, Inc. (Alfa Aesar) and Nanophase Technologies Corporation; What is the renewal term for this contract?
Answer: The initial term of this Agreement shall be for a period of five (5) years from the date first set forth above and shall thereafter automatically renew for additional two (2) year terms unless a party provides the other party with notice of non-renewal no less than 6 months prior to the expiration of the initial term or any renewal term unless earlier terminated as follows:
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Does the licensee's affiliates have any licensing rights under this contract?
Answer: Distributor hereby grants Zogenix an irrevocable, perpetual, royalty-free, fully paid-up, exclusive license with the right to grant sublicenses to use such Data solely generated and co-owned by Distributor outside of the Territory and a co-exclusive license in the Territory upon expiration or termination of the Agreement.
Distributor hereby grants Zogenix an irrevocable, perpetual, world-wide, royalty-free, fully paid-up, non-exclusive license with the right to grant sublicenses under such Distributor Inventions and any patents or patent applications claiming or disclosing such Distributor Inventions.
Question: Consider the Supply Agreement between Shenzhen LOHAS Supply Chain Management Co., Ltd. and SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD / SHENZHEN LEHEYUAN TRADING CO., LTD; What is the governing law for this contract?
Answer: It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; Is there a covenant not to sue included in this contract?
Answer: The Distributor shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or the goodwill of the Supplier.
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; What is the governing law for this contract?
Answer: This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California except that body of law dealing with conflicts of law.
Question: Consider the Distributor Agreement between Johnson Matthey Catalog Company, Inc. (Alfa Aesar) and Nanophase Technologies Corporation; What is the expiration date of this contract?
Answer: The initial term of this Agreement shall be for a period of five (5) years from the date first set forth above and shall thereafter automatically renew for additional two (2) year terms unless a party provides the other party with notice of non-renewal no less than 6 months prior to the expiration of the initial term or any renewal term unless earlier terminated as follows
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; What is the renewal term for this contract?
Answer: This Agreement will be in effect for one year from the Effective Date and will automatically renew for successive one (1) year periods unless terminated as provided below.
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; Does the licensee's affiliates have any licensing rights under this contract?
Answer: This Agreement shall be binding upon Turpin and the      heirs and legal  representatives  of Turpin,  and shall be binding upon and      ensure to the  benefit  of the  Company  and its  successors  and  assigns,      including  any  corporation  with  which or into  which the  Company or its      successors may be merged or which may succeed, to its assets or business.
Turpin  acknowledges  and agrees that Turpin's      employment  with the Company may be succeeded by employment  with a Company      Affiliate,  in which case the terms of this  Agreement  shall  continue  in      effect with respect to such employment until an agreement  relating to this      subject matter is signed between Turpin and the Company Affiliate.
Question: Consider the Distributorship Agreement between Signature Orthopaedics Pty Ltd and CPM Medical Consultants LLC for Medical Products; What are the insurance requirements under this contract?
Answer: The Supplier shall add the distributor to their current insurance certificate.
During the Term, the Supplier shall maintain product liability insurance with a reputable insurer of no less than AU$10 million for any one occurrence for any and all liability (however arising) for a claim that the Products are faulty or defective.
Question: Consider the Supply Agreement between Shenzhen LOHAS Supply Chain Management Co., Ltd. and SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD / SHENZHEN LEHEYUAN TRADING CO., LTD; What is the expiration date of this contract?
Answer: The Contract is valid for 5 years, beginning from and ended on .
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; What licenses are granted under this contract?
Answer: Subject to the terms and conditions of this Agreement, Zogenix hereby appoints Distributor, and Distributor accepts appointment, as the exclusive distributor (even as to Zogenix) of the Product in the Field in the Territory during the Term, and grants to Distributor the exclusive rights to maintain Regulatory Approval of (while Distributor is the MAH Party), package, promote, market, offer for sale, sell, import and distribute the Product in the Field in the Territory during the Term.
Distributor hereby grants Zogenix an irrevocable, perpetual, royalty-free, fully paid-up, exclusive license with the right to grant sublicenses to use such Data solely generated and co-owned by Distributor outside of the Territory and a co-exclusive license in the Territory upon expiration or termination of the Agreement.
Subject to the terms and conditions of this Agreement, Zogenix hereby grants to Distributor an co-exclusive, royalty-free, limited right under the Product Trademarks solely to promote, market, sell, offer for sale, import, package and distribute the Product in Field in the Territory in accordance with the terms of this Agreement.
Subject to the terms and conditions of this Agreement, Zogenix hereby grants to Distributor a non-exclusive, royalty-free, limited right under the Zogenix Trademarks solely to promote, market, sell, offer for sale, import, package and distribute the Product in Field in the Territory in accordance with the terms of this Agreement.
Distributor hereby grants Zogenix an irrevocable, perpetual, world-wide, royalty-free, fully paid-up, non-exclusive license with the right to grant sublicenses under such Distributor Inventions and any patents or patent applications claiming or disclosing such Distributor Inventions.
In the event that Zogenix is the holder of the Regulatory Approval for the Product in the Territory at the time of termination pursuant to Section 12.2(c) by Zogenix or Section 12.2(d) by Distributor or expiration pursuant to Section 12.1, such license agreement shall also include a grant by Zogenix to Distributor of the right to reference and use all Data and Regulatory Filings (including all Regulatory Approvals), such reference and use solely for maintaining Regulatory Approval and commercializing the Product in the Territory in the Field. Such license shall also include Zogenix's agreement to use Commercially Reasonable Efforts to enable Distributor to establish manufacturing capability for the Product in or for the Territory at Distributor's cost.
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; How is intellectual property ownership assigned in this contract?
Answer: Turpin does hereby      assign and transfer to the Company,  effective  upon  creation,  all right,      title, and interest that Turpin may have in and to the Work Product and all      Intellectual Property Rights therein and does hereby assign all of Turpin's      future right,  title,  and interest that Turpin may have in and to each of      the Work Product and Intellectual Property Rights therein, effective at the      time each is created.
Turpin agrees to maintain at all times adequate      and current  records  relating to the creation and development of the Work      Product and  Intellectual  Property Rights  therein,  which records and all      copies  thereof  shall be and shall  remain the  exclusive  property of the      Company,  and to  disclose  all such  records  and  copies  to the  Company      promptly.
Turpin shall, at the Company's  request,  assist with, execute      and   deliver   all   further   documents,   applications,    declarations,      verifications,  submissions,  transfers  and  assignments  and do all other      things requested by the Company, acting reasonably,  during the term hereof      and  thereafter,  at the expense of the  Company,  but  without  additional      compensation,  to enable the Company or its nominees to apply for, acquire,      prosecute,  perfect,  enforce and/or maintain any and all right,  title and      interest, in any country, in and to the Confidential Information,  the Work      Product and the Intellectual Property Rights in same.
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Is there a covenant not to sue included in this contract?
Answer: DISTRIBUTOR acknowledges PPG SHANGHAI's exclusive right and interests          in relation to the PPG Trademarks and further acknowledges that all          copyrights, patent, utility model rights and all other industrial          property rights of whatever kind used in or in connection with the          Products are the sole and exclusive property of PPG SHANGHAI or PPG and          that DISTRIBUTOR will not, whether during the Term of this appointment          or after its expiry or termination, knowingly do or cause to be done          any act or thing directly or indirectly, contest or in any way impair          or attempting to impair PPG SHANGHAI or PPG's rights, titles or          interests in the PPG Trademarks.
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Does this contract provide for joint intellectual property ownership?
Answer: Notwithstanding the foregoing, if Zogenix asks Distributor to solely conduct any additional Territory-specific Development activities which are urgently required by the MHLW for the MAA in the Territory, Distributor shall retain co-ownership with Zogenix of any Data generated solely by Distributor.
Zogenix and Distributor shall each own an undivided right, title, and interest in and to any and all Inventions discovered, developed, identified, made, conceived or reduced to practice jointly by or on behalf of Zogenix under or in connection with this Agreement and by Distributor or its Affiliates or Sub-distributors or its other subcontractors in the Territory and under or in connection with this Agreement ("Joint Invention"). In the event that either Zogenix or Distributor intends to file a patent application containing a Joint Invention, such Party shall promptly notify the other Party of such intention and shall provide a draft of any such patent application to such other Party [***] before filing such patent application with any patent office and the Parties shall negotiate in good faith concerning the terms and conditions of a joint patent agreement.
Question: Consider the Corporate Sponsorship Agreement between Freeze Tag, Inc. and American Diabetes Association for National Get Fit Don't Sit Day; Is there a covenant not to sue included in this contract?
Answer: Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.