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HomeMy WebLinkAboutC14-228 Brown Forman Corporation Sponsorship Agreement SPONSORSHIP AGREEMENT This Sponsorship Agreement (the "Agreement") is made on this 11th day of April, 2014, by and between Brown-Forman Corporation ("Sponsor"), on behalf of its brand Jack Daniel's@ (the "Brand"), with its principal place of business located at 850 Dixie Highway, Louisville, KY 40210 and Eagle County ("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 23-27, 2014, 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 July 28, 2014 ("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 26 and 27 from 6:00 pm to 8:00 pm. (location must be in an area where audience is at least 71.6% above legal drinking age). 1 • 3) Organizer agrees to place the Sponsor logo on all print and media advertising (advertising audience must be at least 71.6% above 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) Sponsor Flag to be included in each rodeo performance with other national/platinum sponsor flags. 9) Organizer to provide Sponsor with 30 tickets to the rodeo for Sponsor to use in any manner it so chooses, including consumer give-aways. 10) Organizer to provide Sponsor with 16 tickets to the appreciation dinner. C. Attendance Requirements. Prior to Event, Organizer shall provide to Sponsor reliable demographic data showing that at least 71.6% 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 (payment to be made after the rodeo has taken place)to "Eagle County Fair and Rodeo"at: Eagle County Rachel Oys Assistant County Manager PO Box 850 Eagle, CO 81631 970-328-8858 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 certain make-goods, to be mutually agreed to by the parties, including 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. 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 2 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 Rachel Oys Assistant County Manager • 3 it PO Box 850 Eagle, CO 81631 970-328-8858 If to Sponsor: David Stang EVP Jack Daniel's Branded Experiences Brown-Forman Corporation 850 Dixie Highway Louisville, KY 40210 With a copy to: Brown-Forman Corporation Attention: Amanda Main, Senior Attorney 850 Dixie Highway Louisville, KY 40210 Tel: 502 774-7814 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 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 4 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 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 5 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 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 6 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. 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. Throughout the Term, Organizer shall maintain, at its sole cost and expense, with financially responsible insurers having a rating of not less than A-X in the most recent edition of Best's Key Rating Guide, the following insurance: A. Comprehensive Automobile Liability Insurance. Such insurance shall include liability coverage in the amount of $2,000,000 (Combined Single Limit) covering any vehicle used in connection with this Agreement. 7 B. Statutory Workers Compensation Insurance. Such insurance shall include Employers Liability Coverage with limits as follows: Bodily Injury by Accident$1,000,000 (each accident); Bodily Injury by Disease $1,000,000 (policy limit); Bodily Injury by Disease $1,000,000 (each employee); and shall contain a waiver of subrogation against Sponsor and its employees, officers, directors and licensees. C. Comprehensive General Liability Insurance. Such insurance shall have a limit of liability of $5,000,000 per each occurrence (Combined Single Limit). Such insurance shall include a Broad Form Comprehensive General Liability endorsement, coverage for host liquor liability, advertisers liability, the contingent liability of contractors and shall include contractual liability covering the provisions of this Agreement. Such insurance shall, with the exception of workers' compensation insurance, name "Brown-Forman Corporation, its subsidiaries, divisions, employees, directors, officers, agents and licensees" as additional insureds on a primary and non-contributing basis. Upon execution of this Agreement, and thereafter prior to renewal, Organizer or its broker or insurers shall provide Sponsor with certificates of insurance evidencing such coverage is in full force and effect. The certificate shall state that the insurance policies may not be materially modified or canceled without giving 30 (thirty) days advance written notice to certificate holder. 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. 8 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. 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. 9 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. 27. Right to Renew. Sponsor has the unconditional right to renew this Agreement with Organizer for the subsequent Rodeo on the same terms as set forth in this Agreement, which it may exercise by sending Organizer reasonable notice of its intent to do so. If Sponsor chooses not to renew this Agreement, then Organizer is free to solicit other sponsors for a similar sponsorship agreement for the subsequent Event, if any. THIS AGREEMENT is entered into as of the date first written. Eagle County: By: -- � #'' Montag Title: Date: 6/2.---- / V Brown-Forman Corporation: By: David Stang Title: 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. _ ..01110:/ ci Eagle County 11 Signature / VZ. " 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 w, 'Ik ' - t " .mr "^'f ' . BROWN-FORMAN CORPORATION'S MARKETING, ADVERTISING, AND PROMOTIONAL POLICY FOR BEVERAGE ALCOHOL Brown-Forman Corporation 850 Dixie Highway Louisville, Kentucky 40210 www.brown-forman.com May 2005 ,gg 4d 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 It 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 II, 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 be 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- er identification —and should reasonably appear to be over the legal purchase age. c)Advertising and marketing materials should 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-0 shots). f) Brown-Forman brands should not be associat- ed with the attainment of adulthood or `rites of passage"to adulthood. g) Brown-Forman 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 marketing materials b)Advertising and marketing materials should should only be placed only be placed in communications (broadcast, in communications cable, radio, print, and Internet) where at where at least 70% 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 and university are under the legal purchase age. newspapers in any country where the d) Brown-Forman brands should only be promoted majority of students on college and university campuses when uti- 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. i)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 link 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- banners/table tents grams). with message and/or safe ride home or 2) PERSONAL CONDUCT designated driver All personnel involved in on- or off-premise pro- programs). 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 may create discomfort in others. Brown-Forman has an established policy of Responsible Consumption including a responsible consumption statement 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. 1) Content Each brand should adopt a responsible con- sumption message that is unique to the brand and in keeping with the brand's image. Just as we are proud of our brands, we proudly promote The responsibility message should be responsible consumption. This pride should be clearly readable, SO reflected in the size and prominence of our state- the size will depend on ments in our advertising. the piece, its location, 2)Size and location and the design of the advertisement. Messages should be clearly readable, so the size will depend on the piece, its location, and the design of the advertisement. For example,the message on a print advertising piece should be a minimum of 4 millimeters high. When on a billboard, the message should be proportionately larger. If the color of an advertisement tends to minimize the visibility of the message, then it should either be in bold print or offset in some manner that will ensure that it is easily visible. In printed material, the responsibility message should not be placed on the same line as the mandatory information required by federal regu- lations, and should not be placed in any area that is not readily visible to consumers; i.e., messages should not be placed vertically (side- ways) on a magazine, newspaper page, or bill- board,or on the bottom of table tents, or in the seam of a magazine. For televised advertising, the message should remain on the screen for a minimum of four (4) seconds, and should be clearly readable and/or audible. Compliance with Policy Compliance with the Marketing,Advertising, and Promotional Policy is mandatory for all B-F Compliance with the employees, not only to meet Brown-Forman's Marketing, Advertising, social responsibility to promote responsible con- and Promotional Policy sumption, but also to protect the company, its is mandatory for all reputation, and its employees. This policy is an B-F employees• integral part of the approval process for all mar- keting materials and should not be filed away for use in an emergency, but should be used on a day-to-day basis. Compliance is a fundamental responsibility of each brand team. Each brand's general manager must establish a compliance process to ensure that both the letter and the spirit of the code are followed. Legal approval is required for all marketing, advertising, and promotional activities in the on- and off-trade, including the naming and packag- ing of Brown-Forman brands. Approval is also required for brand innovation activities, experien- tial marketing, consumer planning, relationship Legal approval is marketing, brand launch campaigns, consumer required for all public relations, and all other activities per- marketing, advertising, formed to market Brown-Forman brands. and promotional activities in the on- Advertising agencies, market research compa- and off-trade nies, media buyers, promotional agencies, dis- tributors, importers, and other external consult- ants or affiliates must receive a copy of this 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 or with 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 on the local 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 ■IMIIIIIMM■11111111111■■■=111=111111111111111■■■11 Your friends at Brown-Forman encourage you to please drink responsibly. BROWN-FORMAN