LIQUOR GROUP BROKERAGE AGREEMENT
THIS AGREEMENT ("Agreement") is made as of April 29, 2006 by and between
Liquor Group Holding LLC, with its principal place of business at 830-13 AlA
North Suite 155, Ponte Vedra Beach, FL 32082 (hereinafter referred to as
"Distributor/Distributor/Vendor"), and Liquor Group Michigan LLC, with its
principal place of business at 830-13 AlA North #155, Ponte Vedra Beach, FL
32082 (hereinafter referred to as "Broker") exclusively for the State of
Michigan (hereinafter referred to as the "Territory").
Recitals
WHEREAS, The Distributor/Vendor is authorized to sell the brands of
alcoholic beverages listed in Schedule A (hereinafter referred to as the
"Products") in the Territory;
WHEREAS, Distributor/Vendor desires to appoint Broker as its exclusive
Licensed Broker with respect to the Products upon the terms and conditions set
forth in this Agreement; and WHEREAS, Broker desires to accept such appointment
upon such terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree it as follows:
1. Appointment. The Distributor/Vendor hereby appoints Broker as its
exclusive licensed sales Broker representative organization with respect to the
products offered by the Distributor/Vendor in the Territory. Distributor/Vendor
acknowledges and agrees that Broke" will have all of the rights and privileges
afforded it under the terms and conditions of this Agreement. Broker herby
accepts such appointment and agrees to act as such sales broker.
2. Duties. Broker shall diligently promote the sales in the brands listed
in Schedule A by calling upon retail outlets and on-premise licenses, providing
displays and point of sale materials where pelll1itted by regulation, conducting
programs as requested by Distributor/Vendor from time to time at
Distributor/Vendor's expense and otherwise promoting the distribution of the
Distributor/Vendor's products. The Distributor/Vendor will supply all
promotional materials. Broker shall maintain an office and personnel adequate to
carry out the terms of this Agreement. Broker will not do anything detrimental
to the Distributor/Vendor's interest or which may adversely affect the goodwill
of our business or the goodwill of the brands for which Broker is acting
pursuant to this agreement.
3. Relationship of Parties. It is understood that Broker is acting for the
Distributor/Vendor strictly as an independent sales broker, and nothing herein
shall be deemed to constitute a partnership between the parties or to be deemed
to constitute Broker as the agent for the Distributor/Vendor for any other
purpose beyond that required for the performance of this agreement and shall
have no power of authority 10 bind or contract in the name ot; or otherwise
create a liability against the Distributor/Vendor.
4. Relationship with the Authorized Distribution Agents: The relationships
with the Authorized Distribution Agents (ADA's) shall be the sole responsibility
of the Distributor/Vendor and interaction with the ADA's by the Broker shall not
be permitted without prior written approval by Distributor/Vendor. Liquor Group
Brokerage Agreement
5. Brands Covered. The Agreement shall cover, and Broker's duties shall be
applicable, to all brands and sizes for the Distributor/Vendor and its
subsidiaries listed on the schedule attached hereto as Schedule "A", which, may
from time to time, be amended.
6. Compensation. The Distributor/Vendor shall pay the Broker, and Broker
shall accept as full compensation for services under this Agreement a monthly
commission basis on the Commission rates as set forth in the commission Schedule
hereto referred to as Schedule "B", The Distributor/Vendor reserves the right to
change, at any time and from time to time, any or all commission rates upon
thirty (30) days' written notice to the Broker.
7. Bonus Commission. Broker may cam a "bonus" commission on every case
depleted for that year if the depletion number reaches or exceeds the set case
and/of profit goal established and agreed to by the Distributor/Vendor.
8. Merchandising Grants. The Distributor/Vendor may, from time to time, and
at its sole option, confirm to the Broker by separate letter, merchandising
grant monies for Broker's use in promotion of the Distributor/Vendor's brands
represented by this Agreement. Broker agrees to abide by the terms and
conditions set forth in the individual grant letter or letter and nothing herein
shall be construed as a guarantee or promise that the Distributor/Vendor will
provide such a grant.
9. Deliverable goods. Distributor/Vendor is responsible to provide to the
territory such merchantable goods in sufficient quantities as requested by the
Broker. Distributor/Vendor shall provide such products in conformity with the
samples presented to Broker at or prior to the time of this agreement.
Distributor/Vendor bears all cost to bring such goods to market and is
responsible in all manners of law for the deliverables. Broker understands that
Distributor/Vendor may from time to time alter the appearance, formulation,
configuration and/or packaging of such goods and, as so far as these altered
goods maintain the level of quality and merchantability, Broker agrees to put
forth its best efforts to continue to sell the goods.
10.Term. This agreement shall be effective as of the date of signature, and
shall be in effect until either party hereto shall have notified the other party
in writing of its intention that this Agreement shall terminate as of the end of
ninety (90) days.
11. Termination. This agreement may he terminated by either party for breach of
agreement upon 30 day notice of such breach and failure of breaching party to
remedy same within 30 days of the notice.
12. Reports by Broker. Broker will periodically provide Distributor/Vendor
with such reports as Distributor/Vendor may reasonably request, including, but
not limited to monthly and or quarterly reports of sales of the Products.
13. Compliance of Law. Broker agrees at all times during the term of this
Agreement to comply with all applicable federal, state and local laws and
regulations applicable to its performance hereunder.
14. Assignment. Except to the extent otherwise provided by law, this
Agreement may not be assigned nor the obligations imposed by it delegated, in
whole or part, without the prior written consent of the other party.
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15. Scope of Agreement. This Agreement constitutes the entire agreement
between Distributor/Vendor and Broker and supersedes all prior agreements and
understandings. Only an instrument in writing signed by both parties may modify
it.
16. Liability of Agent. Neither Broker nor any of its officers, directors,
employees, agents or affiliates shall be liable to Distributor/Vendor for any
action taken or omitted to be taken by it or them under this Agreement or in
connection herewith, except for its gross negligence or willful misconduct.
17. Non-Waver. Failure by either party to exercise promptly any option or
right herein granted to it or to require strict performance of any obligation
herein imposed on the other shall not be deemed to be a wavier of such rights.
18. Governing Law. This Agreement operates to the fullest extent
permissible by law. If any provision of this Agreement is unlawful, void or
unenforceable, that provision is deemed severable from this Agreement and does
not affect the validity and enforceability of any remaining provisions. This
Agreement is governed by, and construed in accordance with, the laws of the
Territory without giving effect to any principles of conflicts of law. Broker
and Distributor/Vendor agree to submit to the exclusive jurisdiction of the
courts of the Territory for resolution of any dispute, action or proceeding
arising in connection with this Agreement and further irrevocably waive any
right you may have to trial by jury in any such dispute, action or proceeding.
Broker and Distributor/Vendor hereby agree to first utilize a Board Certified
Arbitrator at mutual cost to settle any and all disputes regarding this
Agreement.
19. Notices. Any notice required or permitted to be given under this
Agreement by one of the parties to the other shall be deemed to have been
sufficiently given for all purposes if mailed by registered or certified mail.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first
above written.
LIQUOR GROUP HOLDING LLC
By /s/ Gray C. Solomon
----------------------------
Title: Managing Member
Date: 4/29/06
LIQUOR GROUP MICHIGAN LLC
By /s/ Gray C. Solomon
----------------------------
Title: Managing Member
Date: 4/29/06
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Broker Agreement
Schedule A
List -All PRODUCTS
Product name: Size: Quota per Annum in cases:
Happy Vodka 750 300
Happy Gin 750 50
Happy Rum 750 200
Happy Tequila Blanco 750 200
Happy Tequila Reposado 750 200
Crater Lake Vodka 750 200
Hazelnut Espresso Vodka 750 200
Mazama Pepper Vodka 750 200
Cascade Mountain Gin 750 100
Desert Juniper Gin 750 100
REDRUM 750 300
REDRUM 50 300
VooDoo 750 300
VooDoo 50 300
Jolly Roger 750 300
Jolly Roger 50 300
Cia da Banana 750 300
Empire
Broker Agreement - Schedule B
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Company Name - Commission Schedule - Add Annual Quota and we can merge
Schedule A with B
MLCC Commission Commission
Product Size Code Back FOB Rate per C5 Amount
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If you do not have an MLCC Code yet just leave that column blank
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