KOO KOO LIQUEUR
Mutual Confidentiality and Non-Disclosure Agreement
Koo Koo and Other Party may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
- The Parties are discussing and evaluating a possible business relationship, transaction, collaboration, or other opportunity.
- In connection with those discussions, each Party may disclose or receive confidential, proprietary, financial, business, technical, product, marketing, operational, or other non-public information. 3. The Parties desire to protect such information in accordance with the terms of this Agreement.
AGREEMENT
- Definition of Confidential Information
“Confidential Information” means all non-public, proprietary, confidential, financial, technical, business, product, customer, marketing, sales, operational, strategic, formula, recipe, process, vendor, pricing, design, software, documentation, data, know-how, trade secret, and other information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally, visually, electronically, in writing, by sample, by demonstration, or by any other means, and whether or not marked confidential. Confidential Information includes, without limitation, formulas, recipes, concepts, product plans, product samples, designs, drawings, specifications, business plans, pricing information, customer and vendor information, marketing plans, financial information, and all notes, analyses, compilations, studies, or other materials prepared by or for the Receiving Party that contain or reflect such information.
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Ownership; No License
All Confidential Information remains the sole property of the Disclosing Party. No license, ownership interest, or other right is granted to the Receiving Party by this Agreement or by any disclosure of Confidential Information, except the limited right to use the Confidential Information solely for the purpose described in Section 3.
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Permitted Use
The Receiving Party shall use the Confidential Information only to evaluate, discuss, negotiate, or carry out the potential business relationship or transaction between the Parties, and for no other purpose without the Disclosing Party’s prior written consent.
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Duty of Confidentiality
The Receiving Party shall keep the Confidential Information strictly confidential and shall not disclose it to any person or entity except to its officers, directors, employees, contractors, advisors, attorneys, accountants, representatives, or agents who have a legitimate need to know the information for the permitted purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall take reasonable measures to protect the Confidential Information from unauthorized use, access, disclosure, loss, or misuse.
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Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of any duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
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Legally Required Disclosure
If the Receiving Party is required by law, regulation, subpoena, court order, or governmental authority to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party in writing and reasonably cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. The Receiving Party shall disclose only the portion of Confidential Information legally required to be disclosed.
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No Solicitation
During the term of this Agreement and for one (1) year thereafter, neither Party shall, without the other Party’s prior written consent, directly or indirectly solicit for employment or engagement any employee, contractor, consultant, or customer relationship of the other Party that became known through the Parties’ discussions, except through general solicitations not targeted at such persons.
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Term; Survival
This Agreement shall remain in effect for three (3) years from the Effective Date unless terminated earlier by either Party upon written notice. Each Party’s confidentiality obligations shall survive termination or expiration of this Agreement and shall continue for so long as the Confidential Information remains non-public or otherwise protectable under applicable law.
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Remedies
Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. In addition to any other remedies available at law or in equity, the injured Party shall be entitled to seek injunctive relief, specific performance, and any other appropriate equitable relief without the necessity of proving actual damages.
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Return or Destruction
Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and all copies, summaries, extracts, or materials containing or reflecting such Confidential Information, except that one archival copy may be retained solely for legal or compliance purposes, subject to the continuing confidentiality obligations of this Agreement.
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No Warranty
All Confidential Information is provided “as is.” The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or suitability of any Confidential Information, except as may be expressly agreed in a separate written agreement signed by the Parties.
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Assignment
Neither Party may assign or transfer this Agreement or any rights or obligations under it without the prior written consent of the other Party. Any attempted assignment without such consent shall be void. This Agreement shall bind and benefit the Parties and their permitted successors and assigns.
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Notices
All notices under this Agreement must be in writing and delivered personally, by certified mail, by nationally recognized overnight courier, or by email with confirmation of transmission to the addresses designated by the Parties in writing.
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No Waiver
No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. Any waiver must be in writing and signed by the Party granting the waiver.
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Governing Law; Entire Agreement
This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, and understandings, whether oral or written. Any amendment must be in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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Counterparts: Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Signatures delivered electronically, including by PDF or electronic signature platform, shall be deemed effective as originals.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Koo Koo Liqueur, Inc.
PROFIT PARTICIPATION AGREEMENT
TITLE PROFIT PARTICIPATION AGREEMENT Golden Rule Syndicate Club – Participation Structure for Koo Koo Liqueur, Inc.
This Agreement sets forth the complete and comprehensive contractual participation framework between Koo Koo Liqueur, Inc., a California corporation, and the individual or entity enrolled as a Member of the Golden Rule Syndicate Club. It is designed to define rights and obligations with clarity, ensure regulatory compliance, and maintain a strictly non-equity, non-security structure.
INTRODUCTION
This Agreement outlines the voluntary participation arrangement under which Members may contribute a one-time participation fee and receive a contractual right to receive distributions tied to the Company’s Net Profits, subject to a defined cumulative cap. Membership in the Club confers no ownership, equity, voting authority, or corporate governance influence.
The structure exists entirely within the private consumer-membership framework administered by the Company. All rights granted herein are contractual and personal to the Member.
PARTIES
The Parties to this Agreement are: • Koo Koo Liqueur, Inc., a California corporation maintaining its principal office in San Diego, California. • The Member, identified upon execution of this Agreement.
RECITALS
The Company produces, markets, and distributes alcohol products under extensive state and federal regulatory oversight. The Member desires to participate contractually in a private membership program that provides access to updates, community features, and the possibility of receiving a share of Net Profits.
The Company desires to offer these limited, private participation rights subject to the terms of this Agreement, contingent upon the Member’s ongoing eligibility under applicable California tied-house and federal regulatory frameworks.
DEFINITIONS
Gross Proceeds All revenue actually received by the Company from normal business operations, excluding taxes, refunds, and similar items.
Operating Expenses All ordinary and necessary costs for manufacturing, packaging, shipping, labor, marketing, accounting, insurance, regulatory compliance, and other operations.
Net Profits Gross Proceeds minus Operating Expenses, calculated in accordance with U.S. GAAP. 1
Participation Amount The amount equal to twenty percent of Net Profits allocated to the Member during eligible periods.
Cap The maximum total amount of two hundred thousand dollars that the Member may receive under this Agreement.
Prohibited Participant Any individual or entity that holds, controls, is employed under, or is affiliated with any alcohol retail, wholesale, or manufacturing license under California Business & Professions Code Division 9 or equivalent laws.
PARTICIPATION RIGHTS
The Member is granted a contractual right to receive twenty percent of Net Profits during the term of this Agreement until the cumulative Cap is reached. No rights are transferable, assignable, or indicative of ownership.
Upon reaching the Cap, all further amounts that would otherwise have been allocated to the Member shall be redirected to the Golden Rule Syndicate Shareable Account.
PARTICIPATION FEE AND MEMBERSHIP
When the Member pays the one-time participation fee of one thousand two hundred fifty dollars, they are enrolled as a Member of the Golden Rule Syndicate Club. Membership includes updates, community access, and participation under this Agreement.
Membership dues referenced in the program are deducted exclusively from declared profit distributions. The Member never owes funds out-of-pocket.
ACCOUNTING AND DISTRIBUTIONS
The Company will calculate Net Profits on a periodic basis consistent with its accounting practices. Distribution statements may be issued quarterly or annually. Profit distributions are payable only from actual Net Profits; no amounts are guaranteed.
ELIGIBILITY AND COMPLIANCE
The Member represents and warrants that they are not a Prohibited Participant. If at any point the Member becomes a Prohibited Participant, the Company may immediately suspend distributions or terminate participation to preserve regulatory compliance.
The Member agrees to comply with: • California Business & Professions Code Division 9, • tied-house prohibitions in the 25500–25512 range, • inducement restrictions in the 25600 series, • the Federal Alcohol Administration Act, • TTB regulations under 27 C.F.R. Parts 6, 8, and 10.
The Member agrees to provide accurate certifications regarding eligibility when requested.
INTERNATIONAL PARTICIPANTS
Members residing outside the United States must comply with their local laws and tax obligations. The Member acknowledges that: • W-8BEN forms may be required, • withholding may apply, • no foreign solicitation is intended.
SECURITIES-LAW POSITION
This Agreement does not create or represent: • any ownership or equity interest, • any investment contract, • any transferable or marketable right.
Participation is strictly contractual. No representations of investment returns, guarantees, or appreciation are made. The Member affirms that their participation is not an investment.
LIABILITY AND RISK TERMS
The Company shall not be liable for business fluctuations, supply chain issues, industry changes, government actions, regulatory delays, or conditions outside its reasonable control.
No profit distributions are guaranteed. The Member bears the risk that Net Profits may be zero or negative.
TERMINATION
The Company may suspend or terminate this Agreement upon: • breach by the Member, • discovery that the Member is a Prohibited Participant, • conduct harmful to the Company or Club, • regulatory threats.
Termination ends the Member’s participation and associated rights.
CONDUCT REQUIREMENTS
The Member agrees to conduct themselves ethically and refrain from actions that may harm the Club or the Company’s reputation.
GOVERNING LAW
This Agreement is governed exclusively by California law.
SIGNATURES
The Parties agree that electronic or physical signatures are valid and binding.
COMPANY Koo Koo Liqueur, Inc.
By: ________________________ Name: Peter Wrobel Title: Founder & CEO
MEMBER Name: ______________________ Signature: __________________
