HomeMy WebLinkAboutBROWN AND FORMAN 2018 SEASON EVENTS Jeffersonville City Partners RiverStage 2018 Season Event Sponsorship
Sponsorship Contract
This Sponsorship Agreement("Agreement") is made effective as of May I6,2018 by and
among City Of Jeffersonville whose principal address is 500 Quartermaster Court. Jeffersonville
IN 47130 (hereinafter "Organizer") and Brown-Forman Corporation whose principal address is
850 Dixie Highway, Louisville, KY 40210 (hereinafter "Sponsor"). Organizer and Sponsor
shall sometimes be referred to herein as the"parties."
RECITALS
WHEREAS, Organizer organizes, operates,and promotes an event called the"RiverStage
2018 Season Event Sponsorship," scheduled to occur from June 1"d 2018 thru August 24th 2018,
which includes RiverStage Summer Concert Series, Jeffersonville Goes Country & Steamboat
Nights 2018 to be held at RiverStage or Big Four Station Park Jeffesonville IN (collectively"the
Event"); and
WHEREAS, Sponsor desires the right to promote its Brown-Forman Jack Daniel's
Brand (collectively"Brand")as a named sponsor(s) of the Event.
NOW THEREFORE, in consideration of the mutual representations and provisions
made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
TERMS
1. TERM: The term of this Agreement will commence on the date specified above and will
expire on Mtgttsf-24 , 20t$-("Term").
Si?TEe dte is/ 2018
2. SPONSORSHIP FEE: Sponsor shall pay Organizer a sponsorship fee ("Fee") in the
amount of$5,000.00 (Five Thousand Dollars and Zero Cents) payable & due upon signing of
this agreement.
3. ORGANIZER'S OBLIGATIONS: For the Term of the 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 and 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 Exhibits A and B respectively and incorporated herein by reference
(collectively"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, providing adequate security and
crowd control arrangements, conducting the Event in a manner that does not result in
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injury to persons or damage to property, 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) Recognition of Sponsor's Brand as the "Official SPIRITS/WINE/CHAMPAGNE
Sponsor"for the Event.
2) The right to use Organizer's Trademarks in all of Sponsor's media advertising,
including, but not limited to, all point of sale materials, promotional merchandise
and primary packaging, subject to Organizer's prior approval, which shall not be
unreasonably withheld.
3) Sponsor shall have the right to have its Trademarks and its brands included in all
print, radio, grass roots, and collateral advertising or marketing in media,
provided that it is directed to audiences that are at least 70%legal drinking age.
4) See Additional Benefits Package Included.
4. SPONSOR'S OBLIGATIONS: For the Term of the Agreement, Sponsor agrees to the
following:
1) Provide Organizer with all signs and banners required under this Agreement.
2) Provide Organizer with temporary use of miscellaneous point of sale pieces,
including, but not limited to,ten foot by ten foot(10' X 10')tents,neon signs,and
banners.
3) Provide Organizer with Sponsor's correct logos and internes links,
advertisements,public announcement scripts,and commercial spots.
4) Branded Portable Bars for event area
5) Event Giveaways/Prizes
5. 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 it
is adjudicated such Claims are 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 or alleged breach of any of its
representations and/or warranties set forth in this Agreement; (iii) negligence or
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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 Claims to the extent it is adjudicated such Claims are 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.
6. 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-NIlI 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.
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B. Stalutoly 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 $2,000,000 per each occurrence (Combined Single Limit). Such insurance shall
include a Broad Form Comprehensive General Liability endorsement, coverage for host
liquor liability, products liability, the contingent liability of contractors and shall include
contractual liability covering the provisions of this Agreement.
Such insurance shall name `Brown-Forman Corporation, its divisions and subsidiaries
and their respective 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 (such certificates shall specifically include language naming Brown-Forman
Corporation as an additional insured on a primary and non-contributing basis) 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.
7. RIGHT TO RENEW: Sponsor shall have the right to renew its sponsorship of the
Event and related events for the following year. To exercise this right, Sponsor must notify
Organizer in writing of its desire to enter into a similar sponsorship agreement for the following
year's Event prior to March 1st 2019. Please note Sponsorship levels and values do have the
ability to adjust or change year to year. Upon receipt of such notice, the parties agree that they
will negotiate terms and conditions for sponsorship of the following year's Event in good faith
and within thirty (30) days following Organizer's receipt of Sponsor's notice. If the parties fail
to finalize a written agreement within this thirty (30) day period, then the Organizer shall have
the right to solicit such other sponsors for sponsorship of the following year's Event, if any.
8. CONFIDENTIALITY: The parties acknowledge that the terms and conditions of this
Agreement are confidential in nature, and therefore, neither party shall disclose the contents of
this Agreement to any third party (other than legal and business advisors) without the express
written consent of the other party or unless required to do so by court order or other legal
requirement.
9. TRADEMARKS:
A. All Sponsor's and its brands' trademarks, trade dress, logos, taglines, labels and other
designs and product identification (collectively "Sponsor's Trademarks") are Sponsor's
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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 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 its brands. Organizer acknowledges that it does not now
have, and in the future will not assert, any right, title or interest of any kind in or to
Sponsor's Trademarks, nor will it challenge or contest any of the rights therein. 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 shall be deemed
approved by Organizer. Sponsor acknowledges that it does not now have, and in the
future will not assert, any right, title or interest of any kind in or to Organizer's
Trademarks nor will it challenge or contest any of the rights therein. 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 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 any trademark, service mark or copyright protection for its
respective trademarks or other intellectual property (the "Property"). All uses of or
references to either party's Property shall inure to the benefit of its respective owner, and
all rights with respect to the Property 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 Property, as defined above, and also acknowledges the
validity and registration of the party's rights in its Property. 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 Property. Moreover, neither
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party shall, during the Term of this Agreement or anytime thereafter, contest the other
party's exclusive ownership,validity, or registration of its own Property, 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 their Property, 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 Municipal Corporation duly organized,
validly existing and in good standing under the laws of the State Of Indiana; that it has all
corporate/company 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/company action, and no other
corporate/company 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/organization 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, including but not limited to, any
trademarks or other intellectual property, 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 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 beverage alcohol
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 beverage alcohol 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 C.
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
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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 tinder 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,
including but not limited to any trademarks or other intellectual property, 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.
II. 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 rescheduled 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.
Additionally, all rights in and to the parties' respective intellectual property shall immediately
revert to the respective owners.
12. FORCE MAJEURE: Subject to the Paragraph entitled "Cancellation of Event,"above,
if Organizer or Sponsor is prevented from performing any of their obligations under this
Agreement for a reason that is beyond their control as a result of an event of force majeure,such
as Acts of God, fires, floods, earthquakes, wars, embargos, 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, and
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.
13. 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
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(30) days, or longer if agreed to by the parties, 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.
14. 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 immediately terminate this Agreement upon
occurrence of one of the following:
A. The other party's material breach, which is not remedied within thirty (30) days, or
longer if agreed to by the parties, 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;or
E. An assignment by either party for the benefit of creditors.
Additionally, Sponsor may immediately terminate this Agreement if Organizer or any
Event performer commits an act or becomes involved in a situation or occurrence which, in
Sponsor's reasonable and good faith opinion,tends to provoke shock or offend the community or
any sizeable group or class thereof, or if Organizer or a performer publicly disparages Sponsor or
its products. In the event of termination of this Agreement by Sponsor, if Sponsor has advanced
payment to Organizer, in whole or in part, then Organizer shall refund the entire amount
advanced to the Sponsor.
15. NOTICES: All notices or other communications required or permitted hereunder shall
be in writing to the addresses below, and shall be (a) peisonaIly 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
(I) business day after the date of delivery of such communication to such carrier as marked
thereon,with applicable charges prepaid.
If to Organizer:
City Of Jeffersonville
Telephone: 812-285-6440
Facsimile: 812-285-6481
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If to Sponsor:
Jack Daniel's Division Marketing Manager
Brown-Forman Corporation
Telephone: 760-803-2 170
With a Copy to:
Mary Barrazotto
Brown-Forman Corporation
850 Dixie Highway
Louisville,KY 40210
Telephone: (502)774-7005
Facsimile: (502)774-7188
16. ASSIGNMENT: 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.
17. 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 and 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.
18. 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 assumptions 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.
19. GOVERNING LAW: The validity, interpretation and construction of this Agreement,
and all other matters related to this Agreement, shall be governed by the laws of the
Commonwealth of Kentucky,without regard to its conflicts of law principles.
20. 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
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remain in full force and effect. The provisions of this Agreement are for that purpose deemed to
be severable.
21. HEADINGS: The Article, Section and Paragraph headings used in this Agreement are
for reference purposes only and should not be used in construing or interpreting this Agreement.
22. 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.
23. TIME: Time is of the essence in the performance of this Agreement.
24. ENTIRE AGREEMENT: This Agreement, including all Exhibits attached hereto,
constitutes the entire understanding between the parties and supersedes all prior agreements,
representations, and communications, whether written or oral, regarding the subject matter of
this Agreement.
25. 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 extent of such modification or amendment.
26. SURVIVAL: The terms of this Agreement that expressly or by implication continue in
force notwithstanding its termination or expiration shall so continue in force.
27. 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.
28. AUTHORITY: The parties agree and warrant that the undersigned individuals have
been granted the authority to bind the Sponsor and Organizer to this Agreement.
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ACCEPTED AND AGREED:
Brown-Forman Corporation City O Jeffersonville
By: 40aill �, By: : 1'r\—Ki\
Name: isa Estes Name: R41V P30191'i.4)
Title: Division Marketing Manager Title: o C PiYk5
Date: 5/16/18 Date: /11 t%
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EXHIBIT A
Brown-Forman Corporation's
Marketing,Advertising and Promotional Policy for Beverage Alcohol
[Attached]
•
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EXHIBIT B
Distilled Spirits Council of the United States,Inc.'s(DISCUS)
Code of Responsible Practices for Beverage Alcohol Advertising and Marketing
[Attached]
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EXHIBIT C
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 beverage alcohol. Brown-Forman purchases
advertising and participates in other promotional arrangements 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-
Forrnan 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 or distribution service or its participation in any promotional arrangements on
any retailer's purchase of beverage alcohol products sold or offered for sale by Brown-Forman;
and that no such purchase or participation by Brown-Forman will induce a retailer to purchase
beverage alcohol products sold or offered for sale by Brown-Forman, but that any purchase of
beverage alcohol products by retailer will be the result of independent business considerations.
(_,•-• -'i ac;- v CS C-kecs)NV:I l e
Z)mpany Name
Signature
Date
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