Business Moonshine Agreement

BUSINESS MOONSHINE AGREEMENT

This Business Moonshine Agreement (Agreement) is made and entered into as of by and between:

Individual    LLC    Corporation    Partnership

Individual    LLC    Corporation    Partnership

WHEREAS

WHEREAS, Party A is engaged in the production, blending and limited commercial distribution of handcrafted spirits commonly referred to in industry parlance as moonshine, and maintains facilities, personnel and trade knowledge necessary for such production;

WHEREAS, Party B desires to procure, distribute or otherwise commercialize certain batches or product lines produced by Party A on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding production, delivery, payment, confidentiality and allocation of risk.

SCOPE OF WORK

Party A shall perform the production, quality control, packaging and delivery services described below. Party A shall comply with all applicable laws and safety standards in producing the product. Party B shall cooperate in scheduling and accept deliveries pursuant to the Delivery Terms section.

PAYMENT TERMS

In consideration for the services and goods provided by Party A, Party B shall pay the amounts and according to the schedule set forth below. All amounts are stated in U.S. dollars.

Late payments shall accrue interest and fees as set forth below.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that during performance it will receive Confidential Information of the other. "Confidential Information" means non-public business, technical and financial information disclosed by a party. Each receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential materials but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except as expressly permitted in this Agreement; and (c) use Confidential Information solely for performance of this Agreement. The obligations in this section do not apply to information that is (i) publicly known other than by breach of this Agreement, (ii) independently developed without use of the other party's Confidential Information, or (iii) required to be disclosed by law, provided the disclosing party gives prompt notice to the other to permit a protective order.

PRODUCT COMPLIANCE, REPRESENTATIONS, AND WARRANTIES

Party A represents that all products delivered under this Agreement shall be produced in compliance with all applicable laws and regulations and shall conform to the specifications agreed in writing. Party B represents that it will not modify, relabel or repurpose products in a manner that would violate applicable law or materially alter safety labeling without Party A's prior written consent.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party and its officers, directors, agents and employees from and against any third-party claims, losses, liabilities and expenses (including reasonable attorneys' fees) to the extent such claims arise from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense and resolution of 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. Any disputes arising under this Agreement shall be resolved in the courts located within that State, subject to the parties' rights to seek injunctive relief where appropriate.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing in accordance with this section. Notices are effective upon personal delivery or three (3) days after deposit with the postal service if mailed by certified mail, return receipt requested.

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