Independence Brewing Company
Brewing Agreement
This Agreement made this 28th day of November 1995 by and between Independence
Brewing Company with facilities at 0000 X. Xxxxx Xx., Xxxxxxxxxxxx, Xx 00000
(Xxxxxx) and Hunterdon Brewing Company with corporate offices at 00 Xxxx Xx.,
Xxxxxxx, XX 00000.
Whereas Xxxxxx has facilities capable of brewing and bottling of a product(s)
at Xxxxxx'x facilities.
Whereas, Hunterdon is engaged in the wholesale distribution of beer and other
similar brewed products in the State of NJ.
Whereas, Xxxxxx and Hunterdon deem that it is in their respective interests to
enter into this agreement.
Whereas, the parties intend that this Agreement govern their relationship.
Now, therefore, for consideration of $10.00 passed hand to hand, receipt and
sufficiency of which is hereby acknowledged, exchange of mutual promises here
and after, and other good and valuable consideration, the parties, intending to
be legally bound agree as follows:
1. Xxxxxx agrees to produce for Hunterdon malt beverage products according
to recipes supplied by Hunterdon as shown in Exhibit "A" attached hereto.
2. Xxxxxx agrees to produce malt products in quantities of (2) forty barrel
brews. Xxxxxx shall use best efforts to fill all orders. Hunterdon agrees
to purchase the entire yield from those two brews and understands that the
case quantity will vary.
3. Xxxxxx shall use best efforts to bottle and package the products per
Hunterdon's specifications shown in Exhibit "B" attached hereto. Hunterdon
shall have five (5) days from receipt of the product from Xxxxxx to reject
and return the product to Xxxxxx if the product does not meet Hunterdon's
specifications as shown in Exhibit B attached hereto.
4. Hunterdon shall provide and deliver to Xxxxxx within 5 days of each
order all packaging materials, including, master cartons, 6-packs, caps,
labels and dividers. Said packaging material shall be equal to 120% of the
order placed by Hunterdon. Any surplus of packaging material after the
order has been filled, shall be either returned to Hunterdon or retained by
Xxxxxx as inventory for future orders at the option of Hunterdon.
5. Hunterdon understands that the products produced by Xxxxxx are
UNPASTUERIZED and, consequently, need special handling and storage and will
have limited "shelf-life." Hunterdon agrees to date stamp the master
cartons and to strictly follow the handling and storage guidelines supplied
by Xxxxxx and attached hereto as Exhibit "C."
6. Xxxxxx shall hold harmless Hunterdon only against claimants who are
end-user consumers, unless Xxxxxx shows that Hunterdon did not follow the
handling and storage guidelines specified in Exhibit C.
7. Xxxxxx and Hunterdon agree and understand that the prices set forth
herein are based on assumed certain ingredients per the recipe(s) in
Exhibit "A." If Hunterdon recipes call for specialized ingredients other
than the standard four basic ingredients (malt, hops, yeast, water) then
Hunterdon shall pay Xxxxxx at the time an order is placed the full cost to
inventory additional ingredients which Xxxxxx views as exclusive, to the
Hunterdon recipe.
8. All marketing, advertising and point-of-sale materials are the sole
responsibility and at the sole cost of Hunterdon.
9. The Price charged to Hunterdon shall be (a) 4/6 pack/12oz. bottles at
$10.25 per case including 12 oz. long neck bottles supplied by Xxxxxx.
(b) 15.5 gallon kegs at price to be mutually agreed upon by the parties.
Hunterdon shall be responsible for supplying all kegs. All kegs must
be approved by Xxxxxx.
(c) In the event Xxxxxx incurs a price increase from any of its
suppliers and or labor, Xxxxxx must give written notice thereof. No
other price increases shall be permitted during this agreement.
(d) Hunterdon shall pay in advance or at the time of the order 50% of
the purchase price and the balance immediately after notice that the
order has been filled and placed in cold box. All accounts must be
current before product is removed from Xxxxxx'x facility.
(e) Hunterdon agrees to remove, from Xxxxxx'x facility, all products
produced by Xxxxxx for Hunterdon within 72 hours of Xxxxxx'x notice
to Hunterdon that the order has been filled. Should Hunterdon fail
to remove said products within said 72 hours, then Hunterdon shall
pay to Xxxxxx a cold box storage fee of $0.95 per case or keg per
day. Storage fee shall be waived if Hunterdon without fault should
fail to remove the product from the Xxxxxx.
(f) Hunterdon hereby grants Xxxxxx a security interest in all product
produced by Xxxxxx for Hunterdon until the order has been paid for
in full and removed from Xxxxxx'x facility. Further, Hunterdon
agrees to cooperate and assist Xxxxxx in perfecting said security
interest at Xxxxxx'x request.
10. Xxxxxx and Hunterdon shall be responsible for complying with all
Federal, State and Local laws, rules and regulations regarding production
of products under this agreement.
11. All Packaging must receive written approval of Independence Brewing
Company for prices to remain effective. Packaging should adhere to the size
and shape of Independence current packaging.
12. Hunterdon agrees to order a minimum of 5500 cases over each 12 month
period from the date of this Agreement or must immediately compensate
Xxxxxx $4.00 per case, at the end of the 12 month period, for the quantity
needed to reach the annual minimum of 5500 cases.
13. Hunterdon will have the exclusive right, title and interest in, and
exclusive use of any Hunterdon formulas, as specified in exhibit "A" which
are acknowledged to be proprietary. And Hunterdon shall retain that
exclusive right beyond the effective period of this Agreement and for all
time thereafter.
X. Xxxxxx acknowledges that all Hunterdon formulas shall be considered
confidential.
X. Xxxxxx will not, without written consent, disclose any formulas to
third parties or use the formula for any purpose. Xxxxxx will ensure
that all of its employees will abide by the same confidentiality
restraints.
C. On termination of this agreement, Xxxxxx will return to Hunterdon
any information in its possession pertaining to their formulas.
D. The obligation of confidentiality shall survive the termination or
expiration of the Agreement.
14. This contract shall have a term of 36 months from the date of this
Agreement and shall automatically terminate without notice on
December 1, 1998.
15. The parties agree and understand that if one or more sections or
clauses of this Agreement are deemed invalid, illegal or unenforceable by a
judicial authority, the remaining sections and clauses shall remain in full
force and effect.
16. This Agreement shall be binding on the parties, their assigns,
executors and administrators.
17. Xxxxxx shall be excused for the period of any delay in the Performance
of any obligations hereunder, when prevented from so doing by cause or
causes beyond Xxxxxx'x control which shall include without limitation, all
labor disputes, civil commotion, acts of God or delays in delivery from
Xxxxxx'x suppliers.
18. Hunterdon may not assign this agreement in whole or in part without
Xxxxxx'x prior written consent, which shall not unreasonably be withheld.
This Agreement shall automatically terminate if the controlling interest of
Hunterdon transfers in an manner without the prior written consent of
Xxxxxx. Additionally the Xxxxxx shall not assign this agreement.
19. Xxxxxx shall not be permitted to produce Malt Beverage Products for any
third party located in New Jersey, for the duration of this agreement,
without written consent from Hunterdon.
20. This Agreement shall be construed and interpreted according to the laws
of the Commonwealth of Pennsylvania.
21. All disputes between the parties shall be submitted to binding
Arbitration with one arbitrator chosen by each party and the two
arbitrators to agree on the third arbitrator chosen.
Attest Independence Brewing Company
/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
Secretary President
Attest Hunterdon Brewing Company
/s/ Xxxxxxx X. Short
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Xxxxxxx X. Short
Secretary President
