Beverage Drink Agreement

BEVERAGE DRINK AGREEMENT

This Beverage Drink Agreement (the "Agreement") is entered into as of , by and between:

Supplier Name:    Supplier Address:

Buyer Name:    Buyer Address:

RECITALS

WHEREAS, Supplier develops, manufactures and supplies beverage formulations, finished beverages, and related packaging (collectively, the "Products") and has the capacity to produce Products in accordance with specifications provided by Buyer; and

WHEREAS, Buyer desires to purchase, market and distribute certain beverage products from Supplier under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the development, manufacture, supply, and purchase of the Products.

SCOPE OF WORK

Supplier shall manufacture, package, and deliver Products meeting the specifications and quality standards mutually agreed in writing. The scope includes formulation, production runs, packaging, labeling, and quality testing as described below. Any change to formulation, labeling, or packaging must be approved in writing by Buyer prior to implementation.

PAYMENT TERMS

Purchase Price / Pricing Methodology: Unit Price: $ per unit. Estimated initial order quantity: units.

Initial Deposit: $ due within days of order confirmation. Remaining balance payable in accordance with the schedule above.

Late Payment: Amounts not paid when due shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs and attorneys' fees.

DELIVERY, TITLE, AND RISK OF LOSS

Delivery shall be FOB Supplier's facility unless otherwise agreed. Title and risk of loss pass to Buyer upon Supplier's delivery to the carrier. Supplier shall provide standard packaging appropriate for food-grade beverage products. Special packaging requirements shall be set forth in the Scope of Work and may affect price and lead time.

TERM AND TERMINATION

Term: This Agreement commences on , and shall continue until , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause by giving days' prior written notice to the other party. Termination shall not relieve Buyer of obligations to pay for Products ordered and manufactured prior to termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, including formulations, recipes, pricing, customer lists, specifications, and business plans. The receiving party shall (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not use Confidential Information except to perform obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly known other than by breach of this Agreement or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

WARRANTIES; RECALLS; COMPLIANCE

Supplier warrants that Products delivered under this Agreement shall conform to the mutually agreed specifications, shall be safe for human consumption, and shall comply with applicable food, beverage and labeling laws and regulations. Buyer shall inspect Products promptly and notify Supplier of any nonconformity within days of receipt. Supplier shall, at its expense, remedy nonconforming Products or, at Supplier's option, refund the purchase price for such Products. In the event of a product recall, the party whose action or omission caused the defect shall bear the reasonable costs of the recall.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, or punitive damages. Each party shall indemnify, defend and hold the other harmless from third-party claims arising from the indemnifying party's negligence or breach of this Agreement, subject to commercially reasonable defenses.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Supplier may assign to a successor in connection with a merger or sale of substantially all of Supplier's assets. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. If any provision is held invalid, the remainder shall continue in full force and effect.

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