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”).
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.
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.
All rights not expressly granted to the Licensee are reserved by the Licensor. Nothing in this Agreement constitutes an assignment or transfer of ownership.
The Licence Fee shall be £999 per Licence Term.
The Licence Fee may be paid:
a) annually in advance; or
b) quarterly in equal instalments, payable in advance of each quarter.
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.
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.
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.
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.
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.
The Licensee may describe Ginocello as:
“Produced using a licensed Ginocello recipe”
“Made in-house under licence”
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.
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.
The Licensor may request evidence of compliance and require corrective action. Serious or repeated breaches may result in suspension or termination.
All intellectual property rights in the Recipes and Ginocello concept remain the exclusive property of the Licensor.
The Recipes constitute confidential information. The Licensee shall take all reasonable steps to prevent unauthorised disclosure.
This Agreement shall commence on the Effective Date and continue for the Licence Term unless terminated earlier.
Renewal is subject to:
a) payment of the applicable Licence Fee;
b) continued compliance with this Agreement;
c) acceptance of any updated terms.
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.
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.
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.
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.
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.
This Agreement constitutes the entire agreement between the Parties.
If any provision is held invalid, the remaining provisions shall remain in force.
Failure to enforce any provision shall not constitute a waiver.
Any amendment must be in writing and signed by both Parties.
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: ______________________________
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