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HomeMy WebLinkAboutC12-259 Brown Foreman Sponsorship Agreement SPONSORSHIP AGREEMENT r This Sponsorship Agreement (the "Agreement ") is made on this 11 day o 2012, by and between Brown - Forman Corporation ( "Sponsor "), on behalf of its brand ck Daniel's® (the "Brand "), with its principal place of business located at 850 Dixie Highway, Louisville, KY 40210 and Eagle County, Colorado ( "Organizer "), with its principal place of business located at P.O. Box 250, Eagle, CO 81631. Sponsor and Organizer shall sometimes be referred to herein as the "parties." RECITALS WHEREAS Organizer organizes, operates, and promotes an event called the Eagle County Rodeo, scheduled to occur on July 28 -31, 2010, in Eagle, Colorado ( "the Event" or "Rodeo "); and WHEREAS, Sponsor desires the right to promote its Brand as a named sponsor of the Event; NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: TERMS 1. Term. This Agreement will commence on the date specified above and will expire on August 1, 2010 ( "Term "). 2. Organizer's Obligations. For the Term of this Agreement, Organizer agrees to the following: A. Event Development and Production. Organizer will develop and produce the Event, as permitted by law, and in accordance with Brown -Forman Corporation's Marketing, Advertising and Promotional Policy for Beverage Alcohol, which may be amended from time to time, attached as Exhibit A and incorporated herein by reference ( "Guidelines "). Additionally, Organizer will be responsible for all activities necessary to operate the Event, including but not limited to obtaining all necessary permits, setting up the Event, promoting the Event, and conducting any other activity necessary to operate the Event. Organizer will receive all profits from ticket sales to the Event. B. Advertising and Promotion. Organizer shall provide the following advertising and promotional consideration to Sponsor: 1) Sponsor will be advertised and recognized as the Official and Exclusive Spirit Sponsor of the Eagle County Rodeo. 2) Organizer to provide Sponsor an 8'x10' space if the Sponsor decides to set -up a database promotion on July 31 and August 1 from 6:00 pm to 8:00 pm. (location must be in an area where audience is at least 70% legal drinking age) 1 3) Organizer agrees to place the Sponsor logo on all print and media advertising where the advertising audience is at least 70% legal drinking age. 4) Organizer to display two (2) 3'x10' Sponsor banners in the rodeo arena (Sponsor to provide banners) 5) Organizer to display two Sponsor banners on the rodeo grounds 6) Organizer to recognize Sponsor in a minimum of two (2) public address announcements during each rodeo performance. 7) Organizer to display one full page Sponsor ad in the rodeo program. 8) Organizer to provide Sponsor with 20 tickets to the rodeo for Sponsor to use in any manner it so chooses, including consumer give - aways. 9) Organizer to provide Sponsor with 8 tickets to the appreciation dinner. C. Attendance Requirements. Prior to Event, Organizer shall provide to Sponsor reliable demographic data showing that at least 70% of the Event's attendees are at or above the legal drinking age. 3. Consideration. In consideration of the foregoing, Sponsor agrees to pay Organizer $3,000 (three thousand dollars and zero cents) by check or wire fund transfer (payment to be made no later than thirty (30) days after the rodeo has taken place) to "Eagle County Fair and Rodeo" at: Eagle County Fair and Rodeo ATTN: Tom Johnson P.O. Box 250 Eagle, CO 81631 If funds are to be delivered via wire fund transfer, Organizer will contact Tom Johnson at (970) 328 -8882 to make necessary arrangements no later than 25 days after the rodeo has taken place and funds will be transferred no later than thirty (30) days after the rodeo has taken place. 4. Cancellation of Event. In the event the Event is rescheduled from its original date(s), both parties to this Agreement will continue to be entitled to all rights and obligations of the terms and conditions contained herein with respect to the reschedule Event. If the Event is unable to be rescheduled for reasons beyond the control of either party, Sponsor shall be entitled to a refund of any consideration or fees previously paid to Organizer with respect to the cancelled Event. 5. Force Majeure. Subject to paragraph 4 above, if Organizer or Sponsor is prevented from performing any of their obligations under this Agreement that is beyond their control as a result of an event of force majeure, such as an Act of God, fire, flood, earthquake, war, embargo, strikes, labor disputes, explosions, riots, or laws, rules or regulations of any governmental authority to which such entity is subject, or any other cause that is beyond the control of the affected party, then Organizer and Sponsor shall be excused from any further performance of their obligations under this Agreement. 2 6. Default. No failure by either party to perform any of its obligations hereunder shall be deemed a breach hereof, unless the non - breaching party gives the breaching party written notice of such failure and the breaching party fails to cure such nonperformance within thirty (30) days after its receipt of such notice. If the noticed default or breach is timely cured, then performance shall continue under this Agreement as if no default or breach had occurred. If there is no timely cure, then the party giving such notice may pursue any and all legal remedies available to it for the default or breach, including termination if the default or breach is material. 7. Termination. This Agreement shall terminate at the expiration of the Term. Upon mutual written agreement, the parties may agree to terminate or amend this Agreement prior to the expiration of the Term. Either party may terminate this Agreement immediately upon occurrence of one of the following: A. The other party's material breach, which is not remedied within thirty (30) days after receipt of written notice of such breach; B. Dissolution or liquidation of the other party; C. Appointment of a trustee or receiver for the other party; D. Bankruptcy or insolvency proceedings under federal or state law, whether voluntary or involuntary, that are commenced by or against the other party; E. An assignment by either party for the benefit of creditors; F. Organizer or the Event becomes a non - sanctioned PRCA event; or G. Organizer permits any other spirit brand to hang signage in the arena or on the rodeo grounds, or advertise on any supported print material. In the event of termination of this Agreement, if Sponsor has advanced payment to Organizer, in whole or in part, then Organizer shall refund the entire amount advanced to the Sponsor. 8. Notices. All notices or other communications required or permitted hereunder shall be in writing to the addresses below, and shall be (a) personally delivered, (b) sent by registered or certified mail, return receipt requested, or (c) sent by overnight commercial carrier, such as, among others Federal Express. Any such notice or other communication shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, on the date of delivery as shown by the addressee's registry or certification receipt; (iii) if sent and delivered by overnight commercial carrier, one (1) business day after the date of delivery of such communication to such carrier as marked thereon, with applicable charges prepaid. If to Organizer: Eagle County Fair and Rodeo 3 ATTN: Tom Johnson P.O. Box 250 Eagle, CO 81631 If to Sponsor: David Stang Jack Daniel's National Sponsorship Director Brown- Forman Corporation 850 Dixie Highway Louisville, KY 40210 With a copy to: Brown - Forman Corporation Attention: Mary Barrazotto 850 Dixie Highway Louisville, KY 40210 Tel: 502 774 -7005 Fax: 502 774 -7188 9. Trademarks. A. All Sponsor's and Brand's logos, taglines, labels and other designs and product identification (collectively "Sponsor's Trademarks ") are Sponsor's property. The use of any Sponsor's Trademarks shall inure to Sponsor's benefit, and all rights in Sponsor's Trademarks under trademark or copyright law or any other basis shall be Sponsor's exclusive property. Sponsor hereby grants to Organizer, subject to the terms and conditions of this Agreement, the nonexclusive, non - assignable and non - transferable right to use Sponsor's Trademarks for the Term in connection with the Event, subject to the terms of this Agreement. All proposed uses of Sponsor's Trademarks shall be subject to Sponsor's review and prior written approval. Furthermore, Organizer agrees not to use the Sponsor's Trademarks in a manner that is derogatory to the Sponsor or Brand. Upon expiration of this Agreement's Term, Organizer shall cease all use of Sponsor's Trademarks as soon as practicable, but in any event within thirty (30) days, unless a particular medium requires a longer lead time, but in no event longer than ninety (90) days. B. The Event name (without Sponsor's Trademarks) and all Event logos, taglines and other designs and Event identification (collectively "Organizer's Trademarks ") are Organizer's property. The use of Organizer's Trademarks shall inure to Organizer's benefit, and all rights in Organizer's Trademarks under trademark or copyright law or any other basis shall be Organizer's exclusive property. Organizer hereby grants to Sponsor and its contractors for up to six (6) months from the date hereof (the "Promotion Period "), the nonexclusive, non - assignable and non - transferable right to use Organizer's Trademarks in connection with the Event, including but not limited to, the right and license to advertise, publicize, exploit, use and promote its 4 sponsorship of the Event, or any portion thereof, in any manner and by any means or media, as pre- approved by Organizer for the purposes contemplated in this Agreement and subject to the terms of this Agreement. All trademarks or other materials supplied by Organizer to Sponsor shall be deemed approved by Organizer. Upon expiration of the Promotion Period, Sponsor shall cease all use of Organizer's Trademarks as soon as practicable, but in any event within thirty (30) days, unless the particular medium requires a longer lead time, but in no event longer than ninety (90) days. Sponsor's use of Organizer's Trademarks as provided in this paragraph 9 shall survive the expiration or termination of this Agreement. C. Each party will be solely responsible for taking such actions as it deems reasonably appropriate to obtain trademark, service mark or copyright registration for its respective trademarks. All uses of or references to the trademarks shall inure to the benefit of the respective owner, and all rights with respect to the trademarks not specifically granted in this Agreement shall be and are hereby reserved to the respective owner. Each party acknowledges that the other is the exclusive owner of its own Trademarks, as defined above, and also acknowledges the validity and registration of those Trademarks. Neither party shall file register or record with any federal, state or local government or agency thereof any name, design or form that may be confused with any of the other's Trademarks. Moreover, neither party shall, during the Term of this Agreement or anytime thereafter, contest the other party's exclusive ownership, validity, or registration of its own Trademarks, or assist anyone else in doing so. The parties agree to cooperate with each other in preventing any acts or trademark infringement or unfair competition with respect to any of their Trademarks, however, Sponsor shall have sole control over all actions and legal proceedings to suppress infringement and unfair competition with respect to any of Sponsor's Trademarks. 10. Representations and Warranties. A. Organizer represents and warrants that it is a governmental entity and a political subdivision of the state of Colorado duly organized, validly existing and in good standing under the laws of the State of Colorado; that it has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; that the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby has been duly and validly authorized by all requisite corporate action, and no other corporate act or proceeding is necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; that it is not subject to nor obligated under its articles of incorporation or bylaws, or any applicable law, rule or regulation of any governmental authority, or subject to any order, writ, injunction or decree, which would be breached or violated by the execution, delivery or performance of this Agreement; that it is not under nor will it be under, any disability, restriction or prohibition with respect to its rights to fully perform in accordance with the terms and conditions of this Agreement; that there are no other agreements or commitments, oral or written, that will interfere with its full performance hereunder; that it will fully comply with all federal state and local laws, rules and regulations and any tariffs, taxes or customs requirements applicable to its obligations and performance in connection with the Event and shall be solely responsible for any and all payments that may be due in connection therewith; that any materials it provides in connection with this Agreement will not infringe upon the copyright, patent, trademark, trade secret or other 5 Now intellectual property rights of any third party; that it is not insolvent or in any danger of insolvency or bankruptcy and is not in dissolution proceedings; that there shall be no liens, claims or other interests which may interfere with, impair or be in derogation of the rights granted herein; and that it holds no beverage alcohol retail licenses, that the fee covered by this Agreement is not conditioned in any way upon any retail licensee's purchase or agreement to purchase any alcohol beverage products produced, sold or offered for sale by Sponsor, and that said sponsorship is not intended to and will not be used to induce any alcohol beverage retailer to purchase any of said products. Immediately following the execution of this agreement by Sponsor, but in no event more than thirty (30) days thereafter, Organizer shall provide Sponsor with executed copies of the Compliance Policy and Certification, the form of which is attached hereto as Exhibit B. B. Sponsor represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; that it has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; that the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby has been duly and validly authorized by all requisite corporate action, and no other corporate act or proceeding is necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; that it is not subject to nor obligated under its certificate of incorporation or bylaws, or any applicable law, rule or regulation of any governmental authority, or subject to any order, writ, injunction or decree, which would be breached or violated by the execution, delivery or performance of this Agreement; that it is not under nor will it be under, any disability, restriction or prohibition with respect to its rights to fully perform in accordance with the terms and conditions of this Agreement; that there are no other agreements or commitments, oral or written, that will interfere with its full performance hereunder; that it will fully comply with all federal state and local laws, rules and regulations and any tariffs, taxes or customs requirements applicable to its obligations and performance in connection with the Event and shall be solely responsible for any and all payments that may be due in connection therewith; that any materials it provides in connection with this Agreement will not infringe upon the copyright, patent, trademark, trade secret or other intellectual property rights of any third party; that it is not insolvent or in any danger of insolvency or bankruptcy and is not in dissolution proceedings; and that there shall be no liens, claims or other interests which may interfere with, impair or be in derogation of the rights granted herein. 11. Indemnification. A. To the fullest extent permitted by law, Sponsor shall defend, indemnify, and hold harmless Organizer and its parents, affiliates, subsidiaries, licensees, successors and assigns, and the respective owners, officers, directors, agents and employees of each from and against all liability, actions, claims, demands, judgments, penalties, fines, losses, property damage, other injuries (including but not limited to bodily injury, death, personal injury or mental anguish), or damages (including without limitation, reasonable attorneys' fees, expenses, court costs, expert fees) (collectively "Claims ") to the extent directly caused by: (i) the non - performance of Sponsor's obligations hereunder following notice and failure to cure (excluding any claim to the 6 extent Organizer is obligated to indemnify Sponsor with respect thereto arising under subparagraph B below); (ii) Sponsor's breach of alleged breach of any of its representations and/or warranties set forth in this Agreement; (iii) negligence or misconduct by Sponsor, its agents, employees, or independent contractors; (iv) any materials, products or services offered or supplied by Sponsor hereunder; and (v) any claim of infringement of a third party's intellectual property rights by Organizer due to its use of Sponsor's Trademarks as authorized by this Agreement. B. To the fullest extent permitted by law, Organizer shall defend, indemnify, and hold harmless Sponsor and its parents, affiliates, subsidiaries, licensees, successors and assigns, and their respective owners, officers, directors, agents and employees of each from and against all liability, actions, claims, demands, judgments, penalties, fines, losses, property damage, other injuries (including but not limited to bodily injury, death, personal injury or mental anguish), or damages (including without limitation, reasonable attorneys' fees, expenses, court costs, expert fees) (collectively "Claims ") to the extent caused by or arising out of: (i) the Event and associated events, including but not limited to Organizer's obligations under this Agreement (excluding any claim to the extent Sponsor is obligated to indemnify Organizer with respect thereto arising under subparagraph A above); (ii) Organizer's breach of any of its representations and/or warranties set forth in this Agreement; (iii) negligence or misconduct by Organizer, its agents, employees, or independent contractors; (iv) any materials, products or services offered or supplied by Organizer hereunder, including the materials, products or services of any third parties that Organizer may hire or retain in conjunction with the Event; and (v) any claim of infringement of a third party's intellectual property rights by Sponsor due to its use of Organizer's Trademarks as authorized by this Agreement. C. To the extent permitted by law, Organizer and Sponsor shall each be entitled to claim indemnity or contribution from the other if any judgment, claim suit, loss, damage, liability or expense for which it has provided indemnity is found to have arisen from or was contributed to by the other. D. The indemnitor may assume, and if the indemnitee requests in writing shall assume, the defense of any Claim. The indemnitor shall allow the indemnitee to participate in the defense of any Claim at the indemnitee's own expense if the indemnitee notifies the indemnitor of its request to do so in writing. The indemnitee shall give the indemnitor prompt notice of any Claim that may fall within the ambit of this paragraph. If the indemnitee settles any Claim without the indemnitor's prior written consent, the indemnitor shall be released of any liability or obligation to the indemnitee under this paragraph; provided, however, that the indemnitor shall not be released of any liability or obligation to the indemnitee under this paragraph if the indemnitor has refused or failed to assume the defense of any Claim after the indemnitee has requested that it do so in writing. 12. Insurance. The parties acknowledge that Organizer is a "public entity" within the meaning of the Colorado Governmental Immunity Act, C.R.S. §24 -10 -101, et. seq.. ( "Act "). The Organizer shall at all times during the term of this Agreement maintain such liability insurance by commercial policy or self - insurance, as necessary to meet its liabilities under the Act. Upon request by Sponsor, Organizer shall show proof of such insurance. 7 13. Relationship of the Parties. Each party is an independent contractor and the parties shall not have the authority to bind, represent or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary relationship or agency relationship between the parties for any purpose. In addition, neither party shall be deemed a joint employer of the other's employees. Neither party's employees shall be deemed "leased" employees of the other. Each party shall be solely responsible for the supervision of its employees and for the fulfillment of all obligations incumbent upon an employer with regard to its employees, including the withholding and payment of income taxes, statutory benefits, and social security taxes, and the provision of health, disability and other benefits or workers' compensation insurance. 14. Successors and Assigns. Neither party may assign its rights, nor delegate its obligations under this Agreement, without the prior written approval of the other party. This Agreement shall bind the parties, their respective successors and permitted assigns, and shall inure to the benefit of the other party, its successors and permitted assigns. 15. No Third -Party Beneficiary. Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Organizer and the Sponsor, and such agreements and assumption shall not inure to the benefit of the obligees of any indebtedness or any other party, whomsoever, deemed to be a third -party beneficiary of this Agreement. 16. Labor Unions. Organizer agrees to execute and fully comply with any union agreements it may enter into for the performance of its obligations hereunder. 17. Legal Compliance. Organizer agrees to comply with all federal, state and local laws and regulations regarding the Events in all States wherein it engages in activities on behalf of the Brand, as well as the Distilled Spirits Council of the United States, Inc.'s (DISCUS) Code of Responsible Practices for Beverage Alcohol Advertising and Marketing, which may be amended from time to time, attached as Exhibit C. These specific laws may affect the Event and its promotion. Under no circumstance will either party knowingly implement the Event or its promotion if it is prohibited from doing so by federal, state, or local laws. 18. Time. Time is of the essence in the performance of this Agreement. 19. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, arrangements, representations, and communications, whether oral or written, regarding the subject matter of this Agreement. 20. Amendment or Modification. No modification or amendment of any term, condition or provision of this Agreement shall be valid or of any force or effect unless made in writing, signed by the duly authorized representatives of the parties, and specifying with particularity the nature and extend of such modification or amendment. 8 21. Severability. In the event that any term, condition or covenant contained in this Agreement is held to be invalid, any such invalidity shall not affect the validity and enforceability of any other term, condition, or covenant contained herein, which other terms shall remain in full force and effect. The provisions of this Agreement are for that purpose deemed to be severable. If any part of this Agreement is determined by a court of competent jurisdiction or a duly appointed arbitrator(s) to be unenforceable, the parties agree that such court or arbitrator(s) shall substitute a reasonable, judicially enforceable limitation in place of the offensive part of this Agreement, which limitation reflects the intent of the parties as closely as possible, and that, as modified, the Agreement shall be fully enforceable as if set forth herein by the parties themselves in modified form. 22. Headings; Exhibits. The Article, Section, and Paragraph headings used in this Agreement are for reference purposes only, and should not be used in construing this Agreement. Any Exhibit attached to this Agreement is incorporated herein by reference and expressly made a part of this Agreement for all purposes. References to any Exhibit in this Agreement shall be deemed to include this reference and incorporation. 23. Survival. The terms of this Agreement that expressly or by implication continue in force notwithstanding its termination or expiration shall so continue in force. 24. Counterparts and Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement, and all of which shall constitute one Agreement. 25. Authority. The parties agree and warrant that the undersigned individuals have been granted the authority to bind the Sponsor and Organizer to this Agreement. 26. No Waiver. The failure of either party to object to or to take affirmative action with respect to any conduct of the other party, which is in violation of the terms hereof, shall not be construed as a waiver thereof, nor of any future breach or subsequent wrongful conduct. I 'I • 9 THIS AGREEMENT is entered into as of the date first written. Eagle County: Keith Montag, Eagle Co y Manager Title: Brown Corporation: By: G/ • -Avt" 44r p r� q t • el Title: �R By: Title: • 10 EXHIBIT A [Brown -Forman Corporation's Marketing, Advertising and Promotional Policy for Beverage Alcohol, attached] 11 EXHIBIT B STATEMENT OF COMPLIANCE POLICY It is the policy of all sales divisions of Brown -Forman Corporation ( "Brown- Forman") to comply with all federal and state laws regulating alcoholic beverages. Brown - Forman purchases advertising and participates in other promotional arrangements, including sponsorships, solely on the basis of receipt of advertising or promotional value commensurate with the cost incurred by Brown - Forman. No such purchase or participation is dependent upon, is in any way conditioned upon, or is intended to induce, any beverage alcohol retailer's purchase of any Brown - Forman products. Brown -Forman neither requires nor expects any person with whom it enters into advertising or promotional arrangements to purchase Brown - Forman products for resale to consumers or to require any beverage alcohol retailer to do so as a part of or as consideration for Brown - Forman's purchase of advertising or promotional services. Brown - Forman recognizes that in all cases the retailer retains full and independent discretion to determine what beverage alcohol products it will purchase, whether they are Brown -Forman products or the products of any other industry member. Please sign below to certify that you understand Brown - Forman's Compliance Policy. CERTIFICATION I certify that I understand that Brown - Forman does not condition its purchase of any advertising display, sponsorship rights, distribution service, or its participation in any promotional arrangements on any retailer's purchase of alcoholic beverages sold or offered for sale by Brown - Forman; and that no such purchase or participation by Brown - Forman will induce any retailer to purchase alcoholic beverages sold or offered for sale by Brown - Forman, but that any purchase of alcoholic beverages by any retailer will be the result of independent business considerations. Company Name (Eagle County Fair & Rodeo) Signature Date 12 EXHIBIT C [Distilled Spirits Council of the United States, Inc.'s (DISCUS) Code of Responsible Practices for Beverage Alcohol Advertising and Marketing, attached] 13 MI■liiiiw 11•11•Muims wniaisamosseer . — N r S . i ........ 3 2 BROWN- FOR\•iAI� CORPORAT 1� ARItETIN ADVERT 1 NG, AND PRaOTIONAL POLI FOR BF� ALCOHOL Brown- Forman Corporation 850 Dixie Highway Louisville, Kentucky 40210 www.brown- forman.com May 2005 I I Brown - Forman Corporation's Marketing, Advertising, and Promotional Policy for Beverage Alcohol Introduction For many years, Brown- Forman has encouraged its consumers to enjoy one of life's great pleas- ures — beverage alcohol — responsibly and in moderation. We take pride in the quality of our wines and spirits, and in the contribution they make to the enjoyment of life, meals, and social "ft is up to us to occasions. When consumed in a responsible make responsibility way, our brands are compatible with a balanced a keystone of our and healthy lifestyle. marketing philosophy and to effectively put As Brown- Forman builds its brands around the that philosophy to work world, it is important to provide clear and con- in the marketplace." sistent guidance to all employees about our stan- dards for responsible marketing, advertising, and Owsley Brown 11, promotion. These activities are the prism through addressing fellow beverage which our consumers see our fine brands. It is alcohol CEOs on March 5, 2003 therefore essential that all Brown - Forman marketing, advertising and promotional activities reflect the company's high standards, core values and commitment to social responsibility. These standards constitute corporate policy and must be followed in both the letter and the spirit for all of Brown- Forman's beverage alcohol prod- ucts in all domestic and foreign markets. Brown - Forman believes these high standards are consistent with the effective marketing and pro - motion of our brands. As our long- standing Responsible marketing record of responsibly building the Jack Daniel's and promotion can b brand shows, responsible marketing and promo- highly effective tion can be highly effective. Scope Brown- Forman Corporation's Marketing, Advertising, and Promotional Policy for Beverage Alcohol applies to all activities performed to market Brown - Forman brands, including brand advertising, on- and off - premise promotional activities, brand innovation activities, experiential marketing, consumer planning, relationship mar - Brown-Forman keting, consumer public relations, the develop - developed this policy ment and content of brand web sites, and label - to represent industry ing and packaging. Brown - Forman developed best practice and, as this policy to represent industry best practice such, adopts the and, as such, adopts the strongest provisions strongest provisions from existing distilled spirits, wine, and beer from existing distilled industry voluntary codes. spirits, wine, and beer industry voluntary 1) COMPLIANCE WITH LAWS AND codes REGULATIONS All marketing activities must be in keeping with the letter and the spirit of all applicable national laws, local advertising regulations, and self -regu- latory codes of practice. The Brown- Forman Marketing, Advertising, and Promotional Policy provides general principles applicable in every country in which Brown- Forman does business. In countries where local regulations place additional or more stringent requirements, all of the additional requirements must also be met. Where voluntary local industry codes of conduct exist, Brown - Forman also will comply with the terms of those codes in the applicable markets. Where such voluntary local industry codes do not exist, Brown- Forman at a minimum will Brown-Forman only comply with the general principles set forth in markets to consumers these guidelines. Brown- Forman will also sup- of legal drinking age port efforts to develop voluntary local industry and commits to ensure codes where they do not exist. Regardless of that underage drinkers local laws or voluntary industry codes, these are not and Will not standards always apply. be targeted by our 2) UNDERAGE PROVISIONS marketing and promotional activities. Brown- Forman only markets to consumers of legal drinking age and commits to ensure that underage drinkers are not and will not be target- ed by our marketing and promotional activities. We will do this through CONTENT that appeals primarily to adults and PLACEMENTS that meet our demographic standards set forth below: Content a) While some countries have legal purchase ages lower than 18, or do not set legal pur- chase limitations at all, it is company policy never to target marketing campaigns at people under the age of 18. b) Models and actors employed must be a mini- mum of 25 years old — substantiated by prop - 3 er identification — and should reasonably appear to be over the legal purchase age. c) Advertising and marketing materials should ......,._ w, ,a not utilize or depict children, and should not No brand identification, employ sports figures, cartoon characters, or Including logos, other symbols that appeal primarily to people trademarks, or names, under the legal purchase age. should be used or licensed for use on d) Advertising and marketing activities should clothing, toys, games not directly or indirectly portray consumption or game equipment, of Brown- Forman brands as being important or other materials to education or degrading to studying. intended for use primarily by people e) Promotional events should target people over below the legal the legal purchase age; they should therefore purchase age. not employ novelty drinking vessels that have an overtly juvenile appeal (e.g. test tubes, Jell -O shots). f) Brown- Forman brands should not be associat- ed with the attainment of adulthood or "rites of passage" to adulthood. g) Brown - Farman supports alcohol abstinence. If a consumer voices his or her preference to abstain from alcohol consumption, B-F employees should accept this decision posi- tively and politely. Placements a) No brand identification, including logos, trade- marks, or names, should be used or licensed for use on clothing, toys, games or game equipment, or other materials intended for use primarily by people below the legal purchase age. Advertising and b) Advertising and marketing materials should marketing materials Should only be placed only be placed in communications (broadcast, in communications cable, radio, print, and Internet) where at where at least 10% least 70% of the audience is reasonably of the audience is expected to be above the legal purchase age, reasonably expected determined by using reliable, up -to -date audi- to be above the legal ence composition data. purchase age. * To facilitate these placement commitments, recognized electronic and print composition data should be reviewed on a regular basis (at least annually) to ensure that the audience composition data are current and appropriate. * Internal, periodic audits of past placements should be undertaken to verify that past adver- tising placements were in compliance with this policy and to take appropriate, corrective action for future placements. Brown- Forman brands c) Brown- Forman brands should not be adver- should not be tised in college and university newspapers in advertised in college any country where the majority of students are under the legal purchase age. and university newspapers in any d) Brown- Forman brands should only be promoted country where the on college and university campuses when uti- majority of Students are under the legal lizing licensed establishments and events purchase age. attended exclusively by people over the legal purchase age, with the authority of the college or university. Brown-Forman e) Advertising, marketing, or promotional activi- believes responsible ties should not be directed to people younger beverage alcohol than the legal purchase age in their home city advertising is a who may legally purchase alcoholic beverages fundamental and in a foreign destination during spring break. unalienable amendment right we possess and 3) RESPONSIBLE CONSUMPTION must protect REQUIREMENTS Brown- Forman believes responsible beverage alcohol advertising is a fundamental and unalienable amendment right we possess and must protect. Further, such advertising helps promote responsible consumption of our prod- ucts. In order to help protect this right, the fol- lowing guidelines apply to all advertising and marketing initiatives. a) All paid media brand advertising and point of sale materials should contain a prominent responsibility message (see Responsible Consumption Statement section below). All paid media brand b) Every effort should be made to ensure that advertising and point Brown - Forman brands do not appear in or of sale materials directly adjacent to print or electronic programs should contain a that dramatize or glamorize over- consumption prominent or inappropriate use of adult beverages. responsibility message= c) Advertising and marketing materials should not portray people in a state of intoxication or in any way that suggests that intoxication is acceptable conduct. d) Brown- Forman should neither promote nor condone activities where the consumer does not have control over the amount of alcohol delivered for consumption (e.g., shot luge, Drunk driving is squirt guns, etc.). against the law, irresponsible, and e) Brown - Forman does not reinforce or trivialize stupid. Advertising and the problem of violence in society. Therefore, marketing materials Brown- Forman brands should not be associated should not portray, with abusive or violent relationships or situa- encourage, or condone tions, or with anti - social or dangerous behavior. driving any motor vehicle while f) Alcohol content should be referenced in a intoxicated. straightforward and factual manner without touting the strength of Brown- Forman brands in any advertising or marketing material. g) Brown- Forman brands should not be portrayed as being consumed by a person who is engaged in, or is immediately about to engage in, any activity that requires a high degree of attentiveness or physical coordination. h) Drunk driving is against the law, irresponsible, and stupid. Advertising and marketing materi- als should not portray, encourage, or condone driving any motor vehicle while intoxicated. 1) Advertising and marketing materials should not imply that adult beverage consumption is nec- essary to obtain social, professional, educa- tional, athletic, or financial success, or to solve social, personal, or physical problems. Brown - Forman brands may be portrayed as part of Every Brown - Forman responsible personal and social experiences web site should and activities, such as the depiction of people provide a link to an in a social or romantic setting, people who alcohol education/ appear to be attractive or affluent, and people responsible drinking who appear to be relaxing in an enjoyable setting. site. j) Advertising and marketing materials should make no unsubstantiated health claims. Any health claim must comply with applicable law. k) Advertising and marketing materials should not make exaggerated product representations or convey the impression that Brown - Forman brands have special or unique qualities if they, in fact, do not (e.g. aphrodisiacs, stimulants, etc.). I) Every Brown - Forman web site should provide a Zink to an alcohol education /responsible drinking site. Responsible marketing 4) GOOD TASTE AND APPROPRIATE needs to be sensitive USE to cultural variation. Brown- Forman brands are sold in more than 135 countries around the world. Given that cultural sensitivities vary from one country to another, it is difficult to develop a global defini- tion of what constitutes "offensive" advertising. Responsible marketing needs to be sensitive to cultural variation. While approaches and images may be considered harmless in one culture, they could cause grave offence in another. 8 Brand communications — both globally and locally — should not contain any images, symbols, or figures that may be considered gratuitously offensive or demeaning to the image, form, or status of women, men, or of any ethnic, minority, or other group. Advertising and marketing mate- rials should not contain any lewd or indecent Beverage alcohol images or language, and should not employ advertising and religion or religious themes. marketing materials should not rely upon Advertising and marketing materials may depict sexual prowess or affection or other amorous gestures or other sexual success as attributes associated with romance, sociability a selling point for and friendship. While a brand preference may be the brand portrayed as a mark of good taste and discernment, beverage alcohol advertising and marketing materials should not rely upon sexual prowess or sexual success as a selling point for the brand. Accordingly, advertising and marketing materials should not contain or depict graphic or gratuitous nudity, overt sexual activity, promiscuity, or sexually lewd or indecent images or language. Promotional Events Promotional events provide Brown - Forman with an effective tool to communicate directly with consumers. In doing so, we must ensure that we promote our brands in a responsible manner. These provisions provide sound guidance but our employees are expected to use good judgment and common sense throughout all promotional events. 1) PROVISIONS a) Both on- and off - premise promotions should Both on- and off- encourage responsible consumption by those premise promotions adults who choose to drink and should dis- should encourage courage activities that reward excessive/abusive responsible consumption, such as offering free drinks. consumption by those adults Who b) Brown- Forman will not employ — either directly choose to drink. or indirectly — event staff or volunteers under the legal purchase age. c) Where supplier sampling is permitted, Brown - Forman will ensure that appropriate measures are employed to safeguard against underage drinking. d) Brown- Forman will not promote or encourage any drinking in conjunction with physically challenging, promiscuous, reckless, and/or irresponsible behavior at an on- premise promotion. All Brown- Forman promotional events e) All Brown - Forman promotional events should should include a include a responsible drinking component responsible drinking (e.g. banners/table tents with message and /or component (e.g. safe ride home or designated driver pro- bannersltable tents grams). with message and /or safe ride Monte or 2) PERSONAL CONDUCT designated driver All personnel involved in on- or off - premise pro - progranms). motions should adhere to the following guidelines: a) Do not drink excessively. b) Do not make references that may be based on sexual, racial, ethnic, religious, age, or disability status. c) Do not make physical gestures or contact that is unwelcome by other guests. d) Do not pressure others to drink. e) Do not engage in reckless behavior or stunts. f) Be sensitive to any action or behavior that create discomfort in others. Brown - Forman has an established policy of Responsible Consumption including a responsible Statement consumption statement on all advertising. Brown- Forman has an established policy of including a responsible consumption statement on all advertising. This includes point -of -sale materials, printed promotional offers to con- sumers, billboards and other large signage, and print media advertising, as well as advertising on the Internet, radio, television, and in videos. (This does not include advertising specialties, e.g. wearables, pens, key chains, etc.) We believe such statements are a valuable and appropriate tool to help communicate Brown - Forman's commitment to promote responsible consumption. Accordingly, the following require- ments serve as a minimum standard. Policy as part of the communications brief from the company and must abide by its provisions in any work they do on behalf of Brown- Forman. Brown- Forman will establish training programs for all those involved in the marketing, sale, or promotion of Brown - Forman brands. Newly - recruited marketing staff must also receive train- ing on this Policy as part of their induction to the company. Refresher courses will be provided for those who have been with the company for a longer length of time. All staff involved in mar - keting and promotional activities must be famil- Special attention must ia r w the requirements of the Brown- Forman be paid to brand web Marketing, Advertising, and Promotional Policy sites and promotional as well as any additional requirements set by activities 011 the focal regulations, codes of practice, or national Internet because they laws. Consult the Brown- Forman Legal team are global media, with responsibility for the countries or brands in question for guidance on local regulations. Special attention must be paid to brand web sites and promotional activities on the Internet because they are global media. This means that their geographical reach will extend beyond indi- vidual country borders. Laws in countries where the web site can be accessed will apply. Further advice is available from Brown- Forman Legal. When consulting Brown- Forman Legal or other business groups, those responsible for the devel- opment of a campaign or of a new brand must allow sufficient time for consultation and sign -off. Advice must be sought early on in the process, so that any changes can be made more readily and without incurring extra cost. This need for early approval also applies to legal clearance, advice on intellectual property/trademarks, and trading standards approval. If deadlines are tight, determine in advance whether those people whose approval is necessary will be available on a given day or at a given time. May 2005 Brown- Forman Corporation 850 Dixie Highway Louisville, Kentucky 40210 www.brown- forman.com Your friends at Brown - Forman encourage you to please drink responsibly • BROWN -FOB CODE OF RESPONSIBT 1E PRACTICES FOR BEVERAGE ALCOHOL ADVERTISING AND MARKETING DISTILLED SPIRITS COUNCIL OF THE UNITED STATES, INC. wwW.discus.org JANUARY 2009 Preamble The Distilled Spirits Council of the United States, Inc. (DISCUS) is the national trade association representing producers and marketers of distilled spirits sold in the United States. Some of our members also are producers and marketers of many malt beverage (beer) and wine brands sold in the United States. With a full portfolio of beverage alcohol products, DISCUS members have devel- oped a Code of advertising and marketing responsible practices to provide guidance to all those involved in the promotion of their respective brands. DISCUS members are committed to the responsible placement and content of their brand communications. The overriding principle of our Code is to market our products to adults in a responsible and appropriate man- ner. Towards this end, DISCUS members pledge volun- tarily to conduct their advertising and marketing practices in the United States in accordance with the provisions of this Code. The consumption of beverage alcohol products has played an accepted and important role in the cultural and social traditions of both ancient and modern society. DISCUS members take special pride in their products and their commitment to promoting responsible drinking by those adults who choose to drink. la DISCUS members encourage responsible decision - making regarding drinking, or not drinking, by adults, and discourage abusive consumption of their products. DISCUS members urge that adults who choose to drink, do so responsibly. Nevertheless, it is the obligation of each consumer who chooses to drink to enjoy beverage alcohol products in a responsible manner. Scope i This Code applies to all activities undertaken to advertise and market distilled spirits, malt beverage and wine brands. These activities include brand advertising, con- sumer communications, promotional events, packaging, labels, and distribution and sales materials. The provisions of the Code apply to every type of print and electronic media, including the internet and any other on -line communications, used to advertise or market bev- erage alcohol. These provisions also apply to every type of promotional or marketing activity or event, including all product placements (, movies, television programs, music videos, video games) and sponsorships. Sponsorships are commercial, contractual agreements between a beverage alcohol company (the sponsor) and a sponsored party or sponsorship property establishing an association between the sponsor's brands or products and the sponsored party or sponsorship property in return for rights to promote this association. DISCUS members recognize that it is not possible to cover every eventuality and, therefore, agree to observe the spir- it, as well as the letter, of this Code. Questions about the interpretation of the Code, member companies' compli- ance with the Code, and the application of its provisions are directed to the Code Review Board of DISCUS. Overview of the Code Review Process lei For more than 70 years, distillers have abided by a volun- tary Code of advertising practices. First adopted in 1934, the Code now includes over 40 provisions regarding the responsible placement and content of beverage alcohol advertising and marketing materials. El Through these voluntary provisions, DISCUS members hold themselves to a standard higher than mandated by any law or regulation. By this Code, DISCUS members hold all of their beverage alcohol products — distilled spir- its, beer and wine — to the same high standard. 2 ▪ Our commitment to responsibility and self - regulation always has been, and will continue to be, the cornerstone of our advertising and marketing practices. • A Code Review Board, established under the provisions of the Code, provides a mechanism for any complaints or inquiries regarding all advertising and marketing materi- als subject to this Code. The Code Review Board has been a functioning and effective component of our voluntary Code for decades. Responsible Placement Adult Audiences!Underage Persons 1. Beverage alcohol advertising and marketing materials are intended for adults of legal purchase age who choose to drink. 2. Beverage alcohol products should not be advertised or marketed in any manner directed or primarily appealing to persons below the legal purchase age. (The definition of "primarily appeal" is set forth under the Responsible Content provisions.) 3. Beverage alcohol advertising and marketing should be placed in broadcast, cable, radio, print, and Inter- net /digital communications only where at least 70 per- cent of the audience is reasonably expected to be above the legal purchase age (determined by using reliable, up- to -date audience composition data). • To facilitate these placement commitments, recog- nized electronic and print composition data should be reviewed on a regular basis (at least annually) in order to ensure that the audience composition data are cur- rent and appropriate. • Internal, semi -annual after -the -fact audits of a ran- dom portion of past placements should be undertak- en to verify that such past placements were in com- pliance with this Code and to take appropriate, cor- rective action for future placements. 3 • Detailed demographic data/advertisement placement guidelines have been developed to implement the responsible placement provisions, which are posted on the DISCUS website and updated periodically to reflect the most current and appropriate data. 4. Appropriate measures and best efforts should be taken so that beverage alcohol advertising and marketing are not specifically aimed at events unless at least 70 percent of the audience is reasonably expected to be above the legal purchase age. 5. Fixed beverage alcohol advertising and marketing materi- als may be placed at venues that are used primarily for adult- oriented events defined as where at least 70 percent of the audience attending those venue events is reasonably expected to be above the legal purchase age. 6. Beverage alcohol products should not be advertised or marketed in college or university newspapers, or on col- lege and university campuses except for licensed retail establishments located on such campuses. 7. Supplier- sponsored beverage alcohol promotions should not be conducted in an on- campus licensed retail estab- lishment owned or operated by a college or university. 8. Beverage alcohol advertising should not be placed on any outdoor stationary location within five hundred (500) linear feet of an established place of worship, an elemen- tary school or secondary school except on a licensed premise. Responsible Content Adult Audiences/Underage Persons 1. Beverage alcohol advertising and marketing materials are intended for adults of legal purchase age who choose to drink. Beverage alcohol advertising and marketing mate- rials must comply with all aspects of the Code regardless of where these materials are placed; for example, the nature or subject matter of a particular publication is not relevant. 4 2. The content of beverage alcohol advertising and market- ing materials should not primarily appeal to individuals below the legal purchase age. 3. Beverage alcohol advertising and marketing materials should not depict a child or portray objects, images or car- toon figures that primarily appeal to persons below the legal purchase age. Advertising or marketing material is considered to "primarily appeal" to persons below the legal purchase age if it has special attractiveness to such persons beyond the general attractiveness it has for persons of legal purchase age. 4. Beverage alcohol advertising and marketing materials should not contain the name of or depict Santa Claus. 5. Beverage alcohol products should not be advertised or marketed on the comic pages of newspapers, magazines or other publications. 6. Beverage alcohol products should not be advertised or marketed in a manner associated with the attainment of adulthood or the "rite of passage" to adulthood. 7. Beverage alcohol products should not be advertised or promoted by any person who is below the legal purchase age or who is made to appear to be below the legal pur- chase age. To help ensure that individuals in beverage alcohol advertising are and appear to be above the legal purchase age, models and actors employed should be a minimum of 25 years old, substantiated by proper identi- fication and should reasonably appear to be 21 years of age and older. 8. No brand identification, including logos, trademarks or names, should be used or licensed for use on clothing, toys, games, or game equipment, or other items intended for use primarily by persons below the legal purchase age. 9. DISCUS members should limit the manufacture of brand logoed apparel, and the licensing of member company trademarks used in connection with the sale of brand logoed apparel, to only adult sizes. 5 • Websites 10. Age affirmation mechanisms, utilizing month, day and year, should be employed for DISCUS member - controlled beverage alcohol advertising and marketing websites. They also should contain a reminder of the legal purchase age. 11. DISCUS members recognize the crucial role parents play in educating their children about the legal and responsi- ble consumption of beverage alcohol. To enable parents who choose to prevent their children from accessing inter- net websites without their supervision, DISCUS will pro- vide those parents and the manufacturers of parental con- trol software upon request the website address of each member company so that the parent or manufacturer can use this information. 12. Each DISCUS member - controlled website with advertis- ing or marketing materials should provide a link to a responsible decision - making site. 13. DISCUS member - controlled websites that contain down - loadable advertising or marketing content should include instructions to individuals downloading the content that they should not forward these materials to individuals below the legal purchase age and also should include on the downloadable content a responsible drinking state- ment where practicable. Social Responsibility 14. Beverage alcohol advertising and marketing materials should portray beverage alcohol products and drinkers in a responsible manner. Beverage alcohol products and drinkers may be portrayed as part of responsible personal and social experiences and activities, such as the depiction of persons in a social or romantic setting, persons who appear to be attractive or affluent, and persons who appear to be relaxing or in an enjoyable setting. 15. Beverage alcohol advertising and marketing materials should not depict situations where beverage alcohol is being consumed excessively or in an irresponsible manner. These materials should not portray persons in a state of intoxication or in any way suggest that intoxication is socially acceptable conduct, and they should not promote the intoxicating effects of beverage alcohol consumption. 6 • 16. Beverage alcohol advertising and marketing materials should not contain any curative or therapeutic claim except as permitted by law. 17. Beverage alcohol advertising and marketing materials should contain no claims or representations that individ- uals can attain social, professional, educational, or athlet- ic success or status as a result of beverage alcohol con- sumption. 18. Beverage alcohol products should not be advertised or marketed in any mariner associated with abusive or vio- lent relationships or situations. 19. Beverage alcohol advertising and marketing materials should not imply illegal activity of any kind. 20. Beverage alcohol advertising and marketing materials should not portray beverage alcohol being consumed by a person who is engaged in, or is immediately about to engage in, any activity that requires a high degree of alert- ness or physical coordination. 21. Beverage alcohol advertising and marketing materials should not be associated with anti - social or dangerous behavior. 22. Driving while intoxicated is against the law. Beverage alcohol advertising and marketing materials should not portray, encourage or condone driving any motor vehicle while intoxicated. Good Taste 23. Beverage alcohol advertising and marketing materials should reflect generally accepted contemporary standards of good taste. 24. Beverage alcohol advertising and marketing materials should not degrade the image, form, or status of women, men, or of any ethnic, minority, sexually- oriented, reli- gious, or other group. 25. Beverage alcohol advertising and marketing materials should not contain any lewd or indecent images or language. 26. Beverage alcohol advertising and marketing materials should not employ religion or religious themes. 7 Sexual Prowess and Sexual Success 27. Beverage alcohol advertising and marketing materials may depict affection or other amorous gestures or other attrib- utes associated with sociability and friendship. While a brand preference may be portrayed as a mark of good taste and discernment, beverage alcohol advertising and market- ing materials should not rely upon sexual prowess or sexu- al success as a selling point for the brand. Accordingly, advertising and marketing materials should not contain or depict: • graphic or gratuitous nudity; • overt sexual activity; • promiscuity; or • sexually lewd or indecent images or language. Promotional Events 28. On- premise promotions sponsored by DISCUS members should encourage responsible consumption by those adults who choose to drink and discourage activities, including those drinking games, that reward or encourage excessive /abusive consumption. 29. Where supplier sampling is permitted, DISCUS members should ensure that appropriate measures are employed to safeguard against underage drinking, including ensuring that individuals conducting the sampling on behalf of the supplier are of legal purchase age. 30. DISCUS members should not promote or encourage any drinking in conjunction with reckless and /or irresponsi- ble behavior at an on- premise promotion sponsored by DISCUS members. 31. Beverage alcohol advertising and marketing materials should not use the term "spring break" or sponsor events or activities that use the term "spring break" except if those events or activities are located at a licensed retail establishment. 8 Product Placements 32. Movies, television programs, music videos, and video games frequently may portray the consumption of bever- age alcohol products and related signage in their produc- tions. For those DISCUS members who seek placement opportunities, product placements will be guided by the following principles: a. Case -by -case assessment: DISCUS members should approve or reject a product placement on a case -by -case basis based upon the information about the movie, tel- evision program, music video, or video game available at the time provided by the project's producers. b. Portrayal of drinking and driving: Driving while intoxicated is against the law and beverage alcohol advertising and marketing materials should not por- tray, encourage or condone driving any motor vehicle while intoxicated. DISCUS members should not approve a product placement where the characters engage in illegal or irresponsible consumption of their products in connection with driving. c. Underage drinking: DISCUS members strongly oppose underage drinking. DISCUS members should not approve a product placement which portrays the purchase or consumption of their products by persons who are below the legal purchase age. d. Primary appeal to persons below the legal purchase age: DISCUS members should not approve a product placement where the the primary theme(s), because of its content or presentation, is especially attractive to persons below the legal purchase age beyond the gen- eral attractiveness such theme(s) has for persons of the legal purchase age. e. Portraying alcoholism/alcohol abuse: DISCUS mem- bers should not approve a product placement where characters use their products irresponsibly or abusive- ly or where alcoholism is portrayed, unless the depic- tion supports a responsible- consumption message. f. Measured media: DISCUS members should not request or approve a product placement in any meas- ured media unless the placement is consistent with the responsible placement provisions of the Code. 9 Alcohol Content 33. Beverage alcohol advertising and marketing materials should not refer to the alcohol content of a beverage alco- hol product except in a straightforward and factual man- ner or promote the potency of a beverage alcohol product. Social Responsibility Statements 34. Responsible drinking statements should be included in beverage alcohol advertising, marketing materials and promotional events where practicable. Internal Compliance System 1. DISCUS members should establish an internal process to ensure compliance with the Code. To the extent possible given a company's size and organizational structure, this process should include a separate review of advertising and marketing materials by a company employee who is not in the marketing department or who was not involved in the development of the advertising or marketing mate- rials. 2. DISCUS members should establish and conduct a train- ing program for employees involved in the advertising or marketing of a member company's brands, including appropriate initial and recurrent training. 3. DISCUS members should provide a copy of the Code to advertising agencies, media buyers and other external consultants involved in a member's advertising or mar- keting activities. Code Review Board There shall be established and maintained a Code Review Board, which shall meet when necessary to consider com- plaints lodged by DISCUS members or other interested par- ties, including members of the public. The Code Review Board shall be comprised of no less than five (5) members in good standing of the DISCUS Board of Directors or his /her designee. Each member shall be elected by a majority vote of the Board of Directors. 10 • Findings of the majority of the members of the Code Review Board shall be communicated promptly to the responsible advertiser and, in appropriate circutnstances, to all members of the DISCUS Board of Directors. Code Review Board Process 1. Complaint Review • All complaints involving advertising and /or marketing materials of the distilled spirits, beer and wine brands marketed by a DISCUS member company and distilled spirits products of a nonmember company are forward- ed to the DISCUS Code Review Board for their review and consideration. Complainants are afforded the option of anonymity in processing their complaint. • Upon receipt of a complaint, the Code Review Board staff liaison notifies the advertiser and invites the adver- tiser to respond to the complaint and to participate in the Board's review of the complaint to answer any ques- tions. DISCUS members are expected to respond forth- with. Non - DISCUS members have 15 business days to respond. • The Code Review Board convenes to consider the com- plaint and the advertiser's response, and then deliberates and renders a decision. The Code Review Board pro - ceeds in its deliberations usually within a week for DISCUS member company complaints and after the time period noted above has elapsed for non- DISCUS member complaints even when the advertiser has not responded. • The advertiser is notified of the Board's decision and, if a violation has occurred, the Board urges the advertiser to revise or withdraw the advertisement forthwith. The Board is available to answer questions or assist with compliance. • The Code Review Board's decision and the advertiser's response are summarized in the Semi - Annual Code Report described below. This process is reviewed periodically and may be revised when warranted. 11 2. Media Summits and Other Training Seminars • To increase awareness of the Code and to incorporate best practices in complying with its provisions, DIS- CUS will host on a periodic basis "media summits" and other training seminars for both DISCUS mem- ber companies and non - DISCUS member compa- nies, and their respective advertising agencies, media buyers and other external consultants. Semi - Annual Code Report On a semi -annual basis, the Code Review Board will issue a public report summarizing complaint decisions and the advertiser's response. How to File a Complaint Questions regarding the Code or a concern about a par- ticular advertisement or marketing material subject to the Code should be sent to the DISCUS Code Review Board, c/o Lynne Omlie, 1250 Eye Street, N.W., Suite 400, Washington, D.C. 20005 or emailed to Lynne Omlie, the DISCUS Code Review Board staff liaison, at lomlie @discus.org. Complaints should be made in writing, identify the pro- visions of the Code in question and provide an explana- tion for the basis of the complaint. The advertisement and /or marketing materials in question should be appended to the complaint to ensure that it is processed properly and expeditiously. Outside Advisors On a voluntary, nonbinding and confidential basis, DISCUS will make available a mechanism whereby beverage alcohol industry member advertisers can seek the guidance of the Outside Advisors concerning any questions an advertiser may have about whether particular advertising or marketing materi- als are consistent with the Code. These Outside Advisors also will be contacted for their respec- tive opinion if the Code Review Board cannot arrive at a majority decision about a particular advertisement or market- ing material. 12 DISTILLED SPIRITS COUNCIL OF THE UNITED STATES, INC. www.discus.org 1250 Eye Street, N.W., Suite 400 Washington, D.C. 20005 Phone: 202.682.8824 Fax 202.682.8877 A FACT ABOUT ALCOHOL CONTENT 11/2 =-11--=e) :