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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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