GINOCELLO RECIPE LICENSING AGREEMENT

THIS LICENSING AGREEMENT (“Agreement”) is made on the date of acceptance by the Licensee (“Effective Date”)

BETWEEN:

[Licensor Legal Name],
of [Licensor Registered Address],
(the “Licensor”)

AND

[Licensee Legal Name],
of [Licensee Registered Address],
(the “Licensee”)

(each a “Party” and together the “Parties”).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

  • “Ginocello” means the proprietary liqueur concept, including all recipes, formulations, preparation methods, and associated know-how owned by the Licensor.

  • “Recipes” means all written, verbal, digital, or otherwise communicated formulations, ratios, instructions, processes, and documentation supplied by the Licensor.

  • “Licence” means the limited, non-exclusive, non-transferable, non-sublicensable licence granted under this Agreement.

  • “Licensed Products” means Ginocello produced strictly in accordance with the Recipes.

  • “Licensed Premises” means the business premises operated by the Licensee and approved by the Licensor in writing.

  • “Licence Fee” means the annual fee of £999 (nine hundred and ninety-nine pounds sterling).

  • “Licence Term” means the twelve (12) month period commencing on the Effective Date.

2. GRANT OF LICENCE

2.1 Licence Grant

Subject to full compliance with this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, revocable licence to:

a) access and use the Recipes;
b) produce Ginocello solely at the Licensed Premises;
c) sell and serve Licensed Products to customers during the Licence Term.

2.2 Reservation of Rights

All rights not expressly granted to the Licensee are reserved by the Licensor. Nothing in this Agreement constitutes an assignment or transfer of ownership.

3. LICENCE FEE AND PAYMENT

3.1 Fee

The Licence Fee shall be £999 per Licence Term.

3.2 Payment Options

The Licence Fee may be paid:

a) annually in advance; or
b) quarterly in equal instalments, payable in advance of each quarter.

3.3 Non-Payment

Failure to make payment when due shall result in:

a) immediate suspension of the Licence; and
b) prohibition on the production or sale of Licensed Products until payment is made in full.

All payments are non-refundable.

4. PERMITTED USE

During the Licence Term, the Licensee may:

a) produce Ginocello strictly in accordance with the Recipes;
b) sell Licensed Products by the glass, as part of cocktails, or in other approved service formats;
c) train employees internally to prepare Ginocello;
d) market Ginocello truthfully as a licensed product.

5. RESTRICTIONS

5.1 Recipe Confidentiality

The Licensee shall not:

a) disclose, share, sell, publish, or distribute the Recipes;
b) provide access to the Recipes to any third party;
c) upload the Recipes to any digital platform;
d) use the Recipes outside the Licensed Premises.

5.2 No Sub-Licensing

The Licensee shall not:

a) sublicense or assign the Licence;
b) permit third-party production or contract manufacturing;
c) allow use of the Recipes by any other business or location.

5.3 No Derivative Ownership

The Licensee shall not:

a) claim ownership, authorship, or originality of the Recipes;
b) register trademarks, copyrights, or other rights derived from the Recipes;
c) represent Ginocello as a proprietary product of the Licensee.

Minor adjustments for serving preferences do not constitute recipe modification.

6. BRANDING AND REPRESENTATION

6.1 Permitted Statements

The Licensee may describe Ginocello as:

  • “Produced using a licensed Ginocello recipe”

  • “Made in-house under licence”

6.2 Prohibited Branding

The Licensee shall not:

a) register “Ginocello” as a trademark or business name;
b) imply ownership of the Ginocello brand;
c) use Licensor logos or branding without written consent;
d) create misleading packaging or marketing materials.

7. QUALITY AND COMPLIANCE

7.1 Standards

The Licensee shall:

a) adhere strictly to the Recipes;
b) maintain appropriate quality, hygiene, and safety standards;
c) comply with all applicable alcohol, food, and licensing laws.

7.2 Enforcement

The Licensor may request evidence of compliance and require corrective action. Serious or repeated breaches may result in suspension or termination.

8. INTELLECTUAL PROPERTY

8.1 Ownership

All intellectual property rights in the Recipes and Ginocello concept remain the exclusive property of the Licensor.

8.2 Confidential Information

The Recipes constitute confidential information. The Licensee shall take all reasonable steps to prevent unauthorised disclosure.

9. TERM AND RENEWAL

9.1 Term

This Agreement shall commence on the Effective Date and continue for the Licence Term unless terminated earlier.

9.2 Renewal

Renewal is subject to:

a) payment of the applicable Licence Fee;
b) continued compliance with this Agreement;
c) acceptance of any updated terms.

10. TERMINATION

10.1 Termination for Cause

The Licensor may terminate this Agreement immediately if the Licensee:

a) fails to make payment;
b) breaches confidentiality;
c) misuses branding;
d) violates applicable laws.

10.2 Effect of Termination

Upon termination or expiry, the Licensee shall:

a) immediately cease production and sale of Ginocello;
b) destroy or permanently delete all Recipes;
c) confirm compliance in writing upon request.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

a) the Licensor shall not be liable for indirect or consequential loss;
b) total liability shall not exceed the Licence Fee paid in the preceding twelve (12) months.

12. INDEMNITY

The Licensee shall indemnify and hold harmless the Licensor against all claims, losses, or liabilities arising from:

a) improper production or sale;
b) regulatory non-compliance;
c) misrepresentation of Ginocello;
d) unauthorised use of the Recipes.

13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

14. GENERAL

14.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties.

14.2 Severability

If any provision is held invalid, the remaining provisions shall remain in force.

14.3 No Waiver

Failure to enforce any provision shall not constitute a waiver.

14.4 Amendments

Any amendment must be in writing and signed by both Parties.

15. ACCEPTANCE AND EXECUTION

By payment of the Licence Fee or signing below, the Licensee agrees to be bound by this Agreement.

LICENSOR
Signature: ___________________________
Name: ______________________________
Date: _______________________________

LICENSEE
Signature: ___________________________
Name: ______________________________
Date: _______________________________