Business Boozer Agreement

BUSINESS BOOZER AGREEMENT

This Business Boozer Agreement ("Agreement") is entered into as of the Effective Date by and between: Client Name: and Service Provider Name: . Effective Date:

Recitals

WHEREAS, Client operates a business that requires beverage supply, consultation, promotional events, or related beverage services in connection with Client's commercial activities; and

WHEREAS, Provider is engaged in the business of supplying alcoholic and non-alcoholic beverages, bartending services, inventory management, event beverage coordination and related advisory services and has the skill, personnel and licenses necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform beverage-related services for Client on the terms and conditions contained herein.

Scope of Work

Provider shall furnish the services, materials and personnel necessary to perform the tasks described below. Provider shall perform such services professionally, consistent with industry standards and in compliance with applicable laws and liquor licensing requirements.

Payment Terms

In consideration for Provider's performance, Client shall pay Provider the fees set forth below. All fees are exclusive of sales, excise or other taxes, which shall be Client's responsibility unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid by Client within the time specified in the Payment Schedule shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Provider may assess a late fee of: per month and/or a fixed late charge of .

Term and Termination

Term: This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section. Start Date: End Date:

Upon termination, Client shall pay Provider for all services performed and authorized expenses incurred through the effective date of termination. Sections that by their nature survive termination shall continue in full force.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical, financial, customer, pricing, formulae, recipes, supplier lists, trade practices and other information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form 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.

Obligations: Receiving Party shall (a) maintain the confidentiality of Confidential Information 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 its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality no less restrictive than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party, (ii) was known to Receiving Party prior to its disclosure, (iii) is independently developed by Receiving Party without use of Confidential Information, or (iv) is rightfully obtained by Receiving Party from a third party without breach of any obligation of confidentiality.

Remedies: Each party acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages may be inadequate and that the Disclosing Party will be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Insurance, Compliance and Licenses

Provider shall maintain all required permits, licenses and insurance (including liquor liability where applicable) necessary to perform the services. Provider shall comply with all applicable local, state and federal laws, including requirements governing the sale, service and distribution of alcoholic beverages.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from third-party claims arising out of that party's negligent acts, willful misconduct or breach of this Agreement. The indemnitor's obligations do not extend to the indemnitee's gross negligence or willful misconduct.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor by merger or sale of substantially all of Provider's assets.

Notices: Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses provided by the parties. Notice is effective upon receipt.

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