Bourbon Smash Cocktail Recipe

BOURBON SMASH COCKTAIL RECIPE LICENSE AGREEMENT

This Bourbon Smash Cocktail Recipe License Agreement (the Agreement) is made effective as of by and between:

WHEREAS

WHEREAS, Licensor has developed and owns a proprietary cocktail recipe known as the Bourbon Smash (the Recipe), including its formulation, ingredient proportions, preparation protocol and presentation particulars, and Licensor desires to grant a limited license to Licensee under the terms set forth in this Agreement;

WHEREAS, Licensee desires to obtain a license to use, prepare and sell the Recipe subject to the restrictions, payment obligations and confidentiality protections set forth herein; and

WHEREAS, the parties intend that the Recipe, as defined below, be protected as Confidential Information and that any license granted be non-exclusive, limited in scope, and conditioned upon payment of the License Fee and compliance with the terms of this Agreement.

SCOPE OF WORK / RECIPE DESCRIPTION

Licensor hereby grants Licensee the limited right to use the Recipe in accordance with the Scope of Work described below. Licensee shall use the Recipe only as expressly permitted by this Agreement.

PAYMENT TERMS

In consideration for the rights granted herein, Licensee shall pay Licensor the License Fee and any additional amounts specified below. All payments are non-refundable except as expressly provided in this Agreement.

Unless otherwise agreed in writing, all amounts are payable in United States Dollars. Licensee shall be responsible for all taxes associated with its payments under this Agreement, excluding taxes based on Licensor's net income.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Licensee shall cease use of the Recipe and return or destroy all Confidential Information in its possession as provided in the Confidentiality section.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means the Recipe and any non-public technical, business or financial information disclosed by Licensor to Licensee, whether in written, oral or electronic form. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Licensee; (b) was in Licensee's possession prior to disclosure by Licensor as evidenced by written records; (c) is received by Licensee from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Licensee without use of Licensor's Confidential Information.

Licensee shall: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to employees or contractors having a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement; and (iii) use Confidential Information solely to exercise the rights granted in this Agreement. The obligations of confidentiality will survive termination of this Agreement for a period of five (5) years, except that trade secret protection shall survive for as long as allowed under applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Licensor retains all right, title and interest in and to the Recipe and any associated intellectual property. Subject to the terms of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, revocable license to use the Recipe solely for the uses set forth in the Scope of Work. Licensee shall not reverse engineer, alter, adapt, distribute, sublicense, or otherwise exploit the Recipe except as expressly provided herein.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be exclusively in the state or federal courts located within that State.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party designates by notice. Notices are effective upon personal delivery, or three (3) business days after deposit with a nationally recognized courier service, or upon confirmed electronic delivery when followed by a copy via overnight courier.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or in connection with a change of control. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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