Distillery Business Document

DISTILLERY BUSINESS AGREEMENT

Parties

Distillery Name:

LLC    Corporation    Individual    Other:

Counterparty Name:

LLC    Corporation    Individual    Other:

Recitals

WHEREAS, Distillery Name: operates a beverage distillation facility and holds all licenses, permits and registrations required by applicable federal, state, and local authorities to produce distilled spirits; and

WHEREAS, Counterparty Name: desires to engage Distillery to provide services related to production, bottling, storage, or distribution as set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing effective as of Effective Date: .

Scope of Work

The Distillery shall perform the services and deliverables described below in accordance with industry standards and all applicable laws and regulations, including labeling, excise reporting and product safety requirements.

Payment Terms

Compensation: Counterparty shall pay Distillery the amounts set forth below in consideration for the services and deliverables.

Invoicing and Taxes: Distillery shall invoice as set forth in the Payment Schedule. Unless otherwise expressly provided, all fees are exclusive of applicable excise taxes, sales taxes and duties, which Counterparty shall be responsible for and shall reimburse or pay in addition to any amounts due hereunder. Payments not received within the agreed payment period shall accrue the Late Payment Fee set out above and Distillery may suspend performance until payment is current.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Termination: Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the effective termination date. Either party may terminate immediately for material breach, insolvency, revocation of required alcohol permits, or if continuation would violate applicable law. Termination does not relieve the parties of obligations accrued prior to termination.

Confidentiality

Each party shall maintain in confidence all proprietary or confidential information disclosed by the other party in connection with this Agreement and shall not use such information except to perform its obligations hereunder. Confidential information shall not include information that is publicly known, rightfully received from a third party, or independently developed. The obligations in this paragraph shall survive termination for Confidentiality Term (years): years.

Compliance; Regulatory Matters

Each party represents and warrants that it holds and will maintain all licenses, permits and registrations necessary to carry out its obligations under this Agreement, including permits required by federal and state alcohol beverage control authorities. The Distillery will comply with labeling, recordkeeping, excise tax reporting and reporting requirements applicable to production and disposition of distilled spirits. Counterparty shall provide prompt notice if it receives any administrative citation, suspension or revocation affecting performance under this Agreement.

Indemnification and Insurance

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, fines, penalties, claims or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligent acts, willful misconduct, or failure to comply with applicable alcohol laws.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO DISTILLERY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier.

Governing Law; Entire Agreement

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

Entire Agreement: This Agreement, including any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets, provided that any assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect to the fullest extent permitted by law.

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