Beverage Tequila Template

Beverage Tequila Template

Parties

Recitals

WHEREAS, Producer is engaged in the production, aging, bottling and sale of tequila and related beverage products under the brand name(s) and product specifications agreed between the parties;

WHEREAS, Distributor desires to purchase, market and distribute certain tequila products manufactured by Producer in the territory described herein, and Producer is willing to supply such products subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to product specifications, quality control, supply, payment, and intellectual property license for the purpose of commercializing tequila products.

Scope of Work

Producer shall produce, bottle and deliver tequila products in accordance with the specifications set forth below and any mutually agreed production schedules. Distributor shall purchase, market and distribute those products within the Territory in accordance with this Agreement.

Product Specifications & Quality Control

Delivery and Title

Delivery shall be made FCA Producer's facility unless otherwise agreed. Title and risk of loss shall pass to Distributor upon delivery to the carrier at Producer's facility, subject to Producer's right to retain a security interest until payment in full.

Payment Terms

Distributor shall pay Producer for products at the agreed unit price and in accordance with the payment schedule below. All payments shall be made in lawful currency and are exclusive of applicable taxes unless otherwise specified.

Payments not received within days after the due date shall accrue a late fee of per month on the outstanding balance or the maximum allowed by law, whichever is less.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the Termination Date, unless earlier terminated in accordance with the provisions below.

Effective Date:     Termination Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use except for performance under this Agreement any confidential or proprietary information disclosed by the other party (the "Disclosing Party"). Confidential information includes, without limitation, formulas, recipes, technical specifications, pricing, customer lists and marketing plans. Confidential obligations shall survive termination for a period of three (3) years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property & Trademark License

Producer retains all right, title and interest in and to Producer's marks, recipes and formulations. Subject to the terms of this Agreement, Producer grants Distributor a non-exclusive, non-transferable license to use Producer's trademarks and marketing materials solely in connection with the promotion and sale of the Products in the Territory, and solely during the term of this Agreement. Distributor shall not alter branding or packaging without Producer's prior written approval.

Warranties; Indemnification; Insurance

Producer warrants that the products delivered will conform to the specifications and will be free from material defects at the time of delivery. EXCEPT AS EXPRESSLY PROVIDED, PRODUCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party agrees to indemnify and hold harmless the other party from and against any third-party claims arising from its negligence, willful misconduct, or breach of this Agreement. Distributor shall maintain product liability insurance with limits reasonably satisfactory to Producer and shall name Producer as an additional insured where required.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county of the governing state's principal business location, conducted in English by a single arbitrator in accordance with commercially reasonable arbitration procedures.

Entire Agreement; Amendment

This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given when delivered personally, by confirmed courier, or three (3) days after deposit in the mail with postage prepaid.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Producer may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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