Page 9 - Beverage MasterFebMarch 2021_Update

Legal & Marketing

are selling your business to them and walking away. vide an option for customers to opt out (such as an
Typically, indemnity provisions should only last for email address to contact). The more information
a particular time period following the sale and have (and the clearer the information) the better – and
a few caveats of what does and does not trigger when in doubt, ask for affirmative consent.
indemnity. It’s important to make sure you under-
stand them and how they may impact you in the With these five things in mind, you can approach
future. a deal with confidence and find the perfect fit to
expand and secure your brewery, distillery, or win-
It’s also important that you understand what will ery. When in doubt, consult your attorney – we’re
happen to your IP or the other side’s IP after the here to help!
deal is done. Who will end up as the owner? Who
has control? Will any IP be left behind with either Ashley Earle is an attorney at
party? Are there any pitfalls with the IP that need to Dinsmore & Shohl who focuses
be addressed (like prior enforcement matters that on branding protection through
resulted in Coexistence Agreements or liens)? Given trademark and copyright law.
the importance of IP to any business, it’s doubly Dinsmore represents breweries,
important to understand what happens to the IP in distilleries, wineries, cider compa-
the deal as you look to the future. nies and other alcoholic beverage
producers in business, regulatory,
Were Things Done Right with intellectual property and litigation
the IP by Both Sides? matters. Dinsmore attorney represent these entities
in every stage of their business, from formation to
While you want to believe all assurances a party operation to final sale or closure. Ashley can be
makes in fostering the deal, both sides must do contacted at...
their due diligence. Did an employee copy and paste 513-977-8522 or ashley.earle@dinsmore.com
images from Google that are infringing someone’s
copyright? Did you use unauthorized background
music in a promotional video or advertisement? Did
you see a great idea at a trade show and implement
something similar, not realizing it was patented or
trademarked? As the brewery, distillery, or winery
grows and expands, so do the footprint and the risk
for claims against you.

Similarly, data privacy can be another pitfall. If
any customer information is kept, such as names,
birthdays, addresses, or credit card information, (or
more abstract information such as IP address or use
of cookies, beacons, and pixels), you have to be sure
that this information is kept safe and confidential.
Ensure there are no data breaches and never have
been any breaches. Likewise, if you are keeping any
data, a clear privacy policy must be in place. Do
not be tempted to copy and paste a privacy policy
found online. The Federal Trade Commission (FTC)
often comes down hard on businesses for having a
policy that does not match what they are actually
doing. Copying and pasting can lead to a policy that
misleads consumers as to how you handle their
data – and that’s a big problem. A privacy policy
can be fairly simple and straight forward: Explain
what information you collect, where you keep it,
how long you keep it, and how it is stored, and pro-

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