Miscellaneous Beer Still Document

MISCELLANEOUS BEER STILL DOCUMENT

This Beer Still Agreement (the Agreement) is made effective as of between:

RECITALS

WHEREAS, Client operates a brewing or beverage production facility and desires to purchase, install, commission, and/or maintain a beer still, related components and ancillary equipment (Equipment) for the production or testing of spirits derived from brewed material; and

WHEREAS, Provider is in the business of designing, supplying, installing, and servicing distillation equipment and has expertise to provide the Equipment and services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Provider shall furnish all labor, materials, machinery, permits (if applicable), and supervision necessary to complete the Scope of Work in accordance with applicable codes and industry standards. Acceptance testing shall occur upon completion and shall be documented in writing.

PAYMENT TERMS

Total Contract Amount: $

Payment Schedule:

Invoices are due within days of invoice date. Late payments shall incur interest at or the maximum lawful rate, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees, if payment enforcement is required.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and Equipment delivered up to the effective date of termination, together with any non‑cancelable obligations incurred by Provider in connection with the performance of this Agreement.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any non‑public, proprietary, or confidential information disclosed by the other party (Discloser) in connection with this Agreement, including technical data, trade secrets, designs, specifications, pricing, and business information (Confidential Information). Recipient shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in Recipient's possession prior to disclosure; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law or court order, provided Recipient gives Discloser prompt written notice and cooperates in any protection measures sought by Discloser.

The confidentiality obligations of this Section shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that Equipment and services shall materially conform to the specifications set forth in the Scope of Work for a period of days following acceptance. Provider's sole obligation under this warranty shall be, at Provider's option, repair or replacement of nonconforming Equipment or re‑performance of nonconforming services. The foregoing warranty shall not apply to damage resulting from misuse, modification, abuse, or improper maintenance.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

COMPLIANCE WITH LAW; SAFETY

Provider shall perform all work in compliance with applicable laws, codes, and regulations relating to the manufacture, transport, installation, and operation of distillation equipment. Client acknowledges responsibility for obtaining any required permits or licenses for operation of the Equipment and for compliance with laws governing distillation and production of alcohol in Client's jurisdiction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments, exhibits, and SOW documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

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