Beverage Vodka Template

Beverage Vodka Template

Parties

Supplier Name:

Contact Person:   Phone:

Buyer Name:

Contact Person:   Phone:

Recitals

WHEREAS, Supplier is engaged in the production, bottling and distribution of distilled spirits, including vodka, and possesses the technical capability, facilities and regulatory approvals necessary to manufacture beverage vodka in compliance with applicable law;

WHEREAS, Buyer desires to obtain from Supplier a supply of beverage vodka under the brand designation identified below for resale and distribution on the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to product specifications, pricing, delivery, confidentiality, and related matters.

Product Specifications

Scope of Work

Supplier shall manufacture, bottle, label and deliver beverage vodka conforming to the product specifications set forth above. Supplier shall procure all raw materials, perform quality control testing, and package the product for shipment in compliance with agreed labeling artwork and applicable legal requirements. Supplier will provide samples for Buyer's approval prior to commencement of full production.

Payment Terms

Contract Price (per case):    Estimated Total Contract Value:

Invoice Payment Terms (days):    Late Fee:

Delivery and Acceptance

Compliance, Licenses and Insurance

Supplier License/Permit Numbers:

Insurance: Supplier shall maintain product liability and general liability insurance customary for the industry and provide certificates upon request. Buyer shall maintain insurance for product in transit where responsibility has passed under delivery terms.

Term and Termination

Term Start Date:    Term End Date:

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is publicly known through no fault of the receiving party or independently developed without use of the disclosing party's Confidential Information.

Intellectual Property; Labeling

Buyer warrants that all artwork, trademarks and labeling provided for use on product do not infringe third-party rights. Buyer grants Supplier a limited license to reproduce and use Buyer-supplied artwork solely for manufacturing and distribution under this Agreement. Supplier shall not use Buyer trademarks for other products without Buyer's prior written consent.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its breach of this Agreement, negligence, fraud, or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party's aggregate liability shall exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any exhibits, schedules and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the contact addresses provided above. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder of the Agreement shall continue in effect.

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