Liquor Distribution Package

LIQUOR DISTRIBUTION PACKAGE

Parties and Effective Date

Supplier Name:

Distributor Name:

Effective Date:

WHEREAS

WHEREAS, Supplier is engaged in the manufacture, importation or sale of alcoholic beverages and holds all required permits and licenses to distribute such products; and

WHEREAS, Distributor is engaged in the business of wholesale distribution and desires to obtain the non-exclusive right to distribute Supplier's products within the territory described below subject to the terms and conditions set forth in this Liquor Distribution Package; and

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

Scope of Work

Distributor shall purchase, market, store and resell Supplier's alcoholic beverage products in accordance with applicable law and the terms of this Agreement. Distributor's obligations include order processing, warehousing, delivery to retailers on agreed terms, and reporting of sales and inventory as required by Supplier and by law.

Products, Territory and License Information

Distributor Liquor License Number:

Issuing Authority / State:

Payment Terms

Purchase Price / Minimum Purchase Commitment: $ (per [period or order])

Late Payment Penalty: and/or flat fee $ for overdue amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Compliance and Regulatory Provisions

Distributor shall comply with all federal, state and local laws governing the distribution, marketing and sale of alcoholic beverages, including recordkeeping and reporting. Distributor shall not sell to underage persons and shall maintain age-verification procedures consistent with applicable law.

License is current and in good standing

Required insurance is in force

Distributor is current with tax remittances for alcohol excise and sales

Confidentiality

Each party shall treat as confidential all pricing, customer lists, trade practices, forecasts and other proprietary information disclosed by the other party ("Confidential Information"). Confidential Information shall not be disclosed to third parties and shall be used solely to perform obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

I acknowledge and accept the confidentiality obligations set forth above.

Indemnification and Insurance

Distributor shall indemnify, defend and hold Supplier harmless from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Distributor's sale, storage, distribution or promotion of products, except to the extent caused by Supplier's willful misconduct. Distributor shall maintain public liability and product liability insurance with minimum limits as agreed between the parties and shall provide certificates of insurance upon request.

Returns, Recalls and Product Quality

Returns are permitted only in accordance with Supplier's written return policy and applicable law. In the event of a product recall, Supplier shall notify Distributor immediately and cooperate in implementing corrective action. Distributor shall follow storage, handling and rotation procedures to maintain product quality.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or in the courts of the governing state as elected by the non-breaching party, and the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Entire Agreement; Amendments

This Liquor Distribution Package, together with any exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals and agreements. No amendment or waiver shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or successor in interest. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

Notices

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