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TRADEMARK LICENSE AGREEMENT

Trademark License Agreement

TRADEMARK LICENSE AGREEMENT You are currently viewing:
This Trademark License Agreement involves

DRINKS AMERICAS HOLDINGS,

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Title: TRADEMARK LICENSE AGREEMENT
Governing Law: New York     Date: 3/10/2005

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Exhibit 10

 

 

                                  Exhibit 10.11

 

      Trademark License Agreement, Between Purchaser and Old Whiskey River

 

                           TRADEMARK LICENSE AGREEMENT

 

                  THIS AGREEMENT, effective as of the 9th day of December, 2002,

by and between: Drinks Americas Inc., a corporation organized and existing under

the laws of Delaware, with offices located at 372 Danbury Road, Wilton,

Connecticut (hereinafter called "Licensee"), and Old Whiskey River Distilling

Company LLC, a limited liability company organized under the laws of the State

of Hawaii, with offices located at 3624 South Kihei Road, Kihei, Hawaii 96753

(hereinafter called "Licensor").

 

                  WHEREAS, this Agreement is being entered into pursuant to the

Distributor Rights Agreement by and between the Licensor and Licensee and dated

the date hereof (the "Distributor Rights Agreement");

 

                  WHEREAS, pursuant to a License Agreement between Willie Nelson

("Owner") and Licensor, effective June 19, 2001, attached hereto as Exhibit A

(the "License Agreement"), Licensor has a license to use the trademark OLD

WHISKEY RIVER and the name and likeness of Willie Nelson (collectively, the

"Trademarks") in connection with the production, marketing, advertising, sale

and distribution of whiskey (the "Product"); and

 

                  WHEREAS, pursuant to the License Agreement, Licensor has the

right to grant sub-licenses to use the Trademarks subject to written consent of

the Owner attached hereto as Exhibit B; and

 

                  WHEREAS, Licensee is desirous of using the Trademarks in

connection with the distribution and sales of the Product.

 

                  NOW, THEREFORE, in consideration of the foregoing and of the

mutual promises hereinafter set forth, the parties agree, as follows:

 

                  GRANT OF LICENSE - TERRITORY

 

            Subject to the provisions and conditions of this Agreement, Licensor

grants to Licensee an exclusive "Sub-License" to use the Trademarks worldwide

(the "Territory") in connection with the distribution, marketing, advertising

and sale of the Product, and Licensee accepts the Sub-License subject to the

provisions and conditions set forth herein. Licensee shall have the right to

further sub-license the use of the Trademarks in connection with the

distribution, marketing, advertising and sale of the Products in the Territory,

provided the Licensee shall comply with the terms of the License Agreement.

 

                  OWNERSHIP OF TRADEMARK

 

            Licensee acknowledges the ownership of the Trademarks in Owner in

the Territory, agrees that it will do nothing inconsistent with such ownership

and that all use of the Trademarks by Licensee shall inure to the benefit of and

be on behalf of Owner, and agrees to assist Owner or Licensor, if requested, in

recording this Agreement with appropriate governmental authorities. Licensee

agrees that nothing in this Sub-License shall give Licensee any right, title or

interest in the Trademarks, other than the right to use the Trademarks in

accordance with this Sub-License and Licensee agrees that it will not attack the

title of Owner to the Trademarks or attack the validity of the License or of

this Sub-License.

 

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                  QUALITY STANDARDS

 

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