Liquor License Agreement

LIQUOR LICENSE AGREEMENT

This Liquor License Agreement (the "Agreement") is made as of Effective Date: by and between Licensor Name: , a/an organized under the laws of , with principal place of business at (\"Licensor\"), and Licensee Name: , a/an organized under the laws of , with principal place of business at (\"Licensee\").

RECITALS

WHEREAS, Licensor is the holder of certain regulatory permits, certificates and rights to sell, distribute or permit the sale of alcoholic beverages at specified locations and possesses rights to permit the use of its liquor licenses, trade dress and related goodwill; and

WHEREAS, Licensee desires to obtain from Licensor, and Licensor is willing to grant to Licensee under the terms set forth herein, a license to use the Licensor's liquor license rights within the Territory described below for the Permitted Use described herein; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities for compliance with applicable alcoholic beverage laws and to establish financial terms, reporting obligations, and quality control standards for the use of the Licensor's rights.

NOW, THEREFORE

In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-exclusive license to use Licensor's liquor license rights, permits and related trade identifiers solely for the Permitted Use and within the Territory.

1.2 Permitted Use. Licensee may use the licensed rights to sell, serve and distribute alcoholic beverages at the Licensed Premises and for promotional activities directly related to such sales, subject to applicable law and the quality control standards established by Licensor in Section 6.

1.3 Territory and Licensed Premises. Territory: . Licensed Premises: .

2. TERM AND TERMINATION

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for an initial term of years, unless earlier terminated in accordance with this Agreement.

2.2 Renewal. This Agreement may be renewed only by written agreement executed by both parties at least thirty (30) days prior to expiration. Any renewal shall be on terms mutually agreed by the parties.

2.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach and demanding cure. Termination shall be in addition to any other remedy available at law or equity.

2.4 Effect of Termination. Upon termination or expiration, Licensee shall immediately cease all use of the licensed rights, return all proprietary materials to Licensor, and provide a final accounting of sales and payment of any amounts due within thirty (30) days. Termination shall not relieve Licensee of liability for obligations accrued prior to termination.

3. LICENSE FEES; PAYMENT; AUDIT

3.1 License Fee. Licensee shall pay to Licensor a non-refundable license fee of due within days of the Effective Date.

3.2 Royalties. In addition to the license fee, Licensee shall pay royalties of of gross revenues derived from the sale of alcoholic beverages under the licensed rights, payable quarterly within thirty (30) days after the end of each calendar quarter.

3.3 Late Payments and Interest. Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and shall be payable on demand.

3.4 Audit Rights. Licensor shall have the right, upon reasonable prior written notice and during regular business hours, to inspect and audit Licensee's books and records relevant to sales and royalty calculations for a period of three (3) years following the period under audit. If an audit reveals an underpayment in excess of three percent (3%), Licensee shall pay the audited deficiency plus the cost of the audit.

4. COMPLIANCE WITH LAWS; PERMITS

4.1 Regulatory Compliance. Licensee shall obtain and maintain, at its sole cost, all permits, licenses and approvals required by federal, state and local authorities to manufacture, distribute, store, advertise or sell alcoholic beverages at the Licensed Premises. Licensee shall operate in strict compliance with all applicable laws, rules and regulations.

4.2 License Maintenance. Licensor shall maintain the underlying alcohol license in good standing and shall notify Licensee promptly of any material change, suspension or revocation. Licensee shall be responsible for any fines, penalties or administrative costs resulting from Licensee's failure to comply with applicable law.

5. REPRESENTATIONS AND WARRANTIES

5.1 Licensor Representations. Licensor represents and warrants that (a) it has full right, title and authority to grant the license granted herein; (b) to Licensor's knowledge, use of the licensed rights in accordance with this Agreement will not infringe the rights of any third party; and (c) no litigation or administrative action is pending that would materially impair Licensor's ability to perform its obligations hereunder.

5.2 Licensee Representations. Licensee represents and warrants that it has full corporate power and authority to enter into this Agreement, that it will operate the Licensed Premises in a commercially reasonable manner and in compliance with all applicable standards and laws.

6. QUALITY CONTROL; USE OF TRADE NAMES

6.1 Standards. Licensee agrees to maintain standards of operation and quality reasonably consistent with Licensor's standards for the preparation, storage and sale of alcoholic beverages. Licensor may from time to time provide written guidelines for quality control; Licensee shall implement and comply with such guidelines.

6.2 Inspection. Licensor or its authorized representatives shall have the right to inspect the Licensed Premises upon reasonable notice to confirm compliance with standards. Repeated failure to meet standards after notice constitutes a material breach.

7. INSURANCE; INDEMNIFICATION

7.1 Insurance. Licensee shall maintain, at its expense, comprehensive general liability insurance including liquor liability coverage with limits not less than per occurrence and shall name Licensor as an additional insured on such policies where permitted.

7.2 Indemnification. Licensee shall indemnify, defend and hold harmless Licensor, its officers, directors and agents from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's breach of this Agreement, violations of law, negligent acts or omissions, or operation of the Licensed Premises, except to the extent caused by Licensor's gross negligence or willful misconduct.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party acknowledges that it may receive confidential information of the other party. Each party shall hold confidential information in strict confidence and shall not disclose such information except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

8.2 Exceptions. Confidentiality obligations shall not apply to information which is (a) in the public domain through no fault of the receiving party; (b) rightfully received from a third party without restriction; or (c) required to be disclosed by law or order of a court or regulatory authority, provided the disclosing party is given prompt notice and the disclosure is limited to the minimum required.

9. ASSIGNMENT

9.1 Prohibition. Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign to an affiliate or a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or personal delivery. Notices shall be effective upon receipt.

11. MISCELLANEOUS

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

11.2 Entire Agreement. This Agreement (including any schedules or attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith a valid provision that most nearly effects the original intent of the parties.

11.4 Amendments; Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

SCHEDULED DETAILS

AUTHORIZATION

Each party represents and warrants that the individual signing below is authorized to execute this Agreement on behalf of the party and to bind that party to the terms and conditions herein.

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