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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
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 Trademarks on
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