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.
74
<PAGE>
QUALITY STANDARDS
Licensee agrees that the nature and quality of goods sold by
Licensee in connection with the Trademarks
shall, in all respects, conform to
standards set by Licensor and shall be in
conformity with each product formula
approved by the Licensor and filed with and
approved by the Federal Bureau of
Alcohol, Tobacco and Firearms. Unless and
until changed by Licensor, Licensee
agrees that the Products will at minimum
conform to the quality standard
commonly associated with premium bottled
whiskey.
QUALITY MAINTENANCE - INSPECTION
Licensee agrees to cooperate with Licensor in facilitating
Licensor's monitoring of Trademarks'
quality, to permit reasonable inspection of
Licensee's business, and to supply Licensor
with specimens of use of the
Trademarks upon request. Licensee shall
comply with all applicable laws and
regulations and obtain all appropriate
governmental approvals pertaining to the
sale, distribution and advertising of goods
and Products covered by this
License.
FORM OF USE
Licensee agrees to use the Trademar
