Brewery Business Plan

Brewery Business Plan and Services Agreement

This Brewery Business Plan and Services Agreement (the Agreement) is entered into as of Agreement Date: by and between Client Name: (Client) and Service Provider Name: (Consultant).

WHEREAS

WHEREAS, Client desires to develop and implement a comprehensive business plan for a brewery to be operated under the proposed name located at (Premises); and

WHEREAS, Consultant has professional experience in developing market analyses, financial forecasts and operational plans for craft beverage operations and agrees to prepare and deliver a Business Plan and related advisory services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Consultant shall prepare and deliver a written Brewery Business Plan that addresses the elements set out below and any additional items expressly agreed in writing. Consultant shall provide up to the number of advisory hours specified in the Deliverables section; additional advisory time shall be billed in accordance with the Payment Terms.

BUSINESS PLAN CONTENT

PAYMENT TERMS

Client shall pay Consultant fees in accordance with the schedule below. All payments are non-refundable except as expressly provided in this Agreement.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by law. Client shall also reimburse Consultant for reasonable out-of-pocket expenses pre-approved in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) relating to business plans, financials, customer lists, formulas, processes, designs, trade secrets, or other proprietary information. Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice and cooperates to limit disclosure. These confidentiality obligations survive termination for a period of .

INTELLECTUAL PROPERTY

All deliverables, drafts, reports and written business plans prepared by Consultant specifically for Client under this Agreement (Work Product) shall be deemed works made for hire and upon full payment shall be assigned to Client. Consultant retains all rights in its pre-existing materials, methodologies, templates and background intellectual property, and Client is granted a non-exclusive, perpetual license to use Consultant’s background intellectual property only as incorporated in the delivered Work Product.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has authority to enter this Agreement. Consultant warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; CONSULTANT’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

GOVERNING LAW

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

ENTIRE AGREEMENT; ASSIGNMENT

This Agreement, including any schedules and attachments, constitutes the entire agreement between the parties and supersedes all prior understandings and agreements relating to the subject matter. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or to a purchaser of substantially all of its assets.

MISCELLANEOUS PROVISIONS

Notices must be in writing to the addresses set forth by the parties and shall be effective upon delivery. The relationship of the parties is that of independent contractors. If any provision is held unenforceable, the remainder shall remain in full force. Amendments must be in writing signed by both parties.

RISK FACTORS & MILESTONES

ADDITIONAL TERMS

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