Exhibition Services Contract

EXHIBITION SERVICES CONTRACT

This Exhibition Services Contract (the Agreement) is made as of Effective Date: by and between Provider Name: , with principal place of business at Provider Address: (Provider), and Client Name: , with principal place of business at Client Address: (Client). Provider and Client are each a Party and together the Parties.

RECITALS

WHEREAS, Provider is engaged in the business of providing exhibition, display, installation and related services for trade shows, conferences and public exhibitions; and

WHEREAS, Client desires to engage Provider to provide exhibition services in connection with the Event described below and Provider is willing to provide such services on the terms and subject to the conditions contained in this Agreement; and

WHEREAS, the Parties intend to set forth their entire agreement with respect to the subject matter hereof in this written Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Event" means the exhibition identified as Event Name: , to be held at Venue: , located at Venue Address: .

1.2 "Services" means the exhibition-related services described in Section 2 and the Service Schedule attached hereto, including but not limited to booth construction, installation, graphics, lighting, electrical, labor, storage and dismantle.

2. SCOPE OF SERVICES

2.1 Provider shall furnish the Services described below in a professional and workmanlike manner consistent with industry standards. Service Description:

2.2 Event Dates: Start Date: End Date: . Provider shall coordinate delivery, installation and dismantle in accordance with the Event schedule and the Venue's reasonable rules.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider Fees in the aggregate amount of USD for the Services. Fees do not include taxes, Venue charges or permit fees unless expressly stated.

3.2 Payment Schedule. Client shall pay a deposit of upon execution of this Agreement, with the balance payable in accordance with the payment schedule and invoice terms described below.

3.3 Late Payment. Any undisputed amounts not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

4. CHANGES, CANCELLATION AND DELAYS

4.1 Change Orders. Any changes or additions to the Services shall be made in writing and signed by both Parties. Provider shall be entitled to additional compensation and an extension of time for performance for such changes.

4.2 Cancellation by Client. If Client cancels all or part of the Services, Client shall remain liable for costs incurred and non‑refundable deposits. Provider's cancellation charges shall be calculated to reasonably compensate Provider for lost profit and costs and shall be set forth in a cancellation schedule provided upon request.

5. INSURANCE AND LIABILITY

5.1 Insurance. Provider shall maintain commercial general liability insurance, workers' compensation and employer's liability as required by law. Provider shall, upon request, furnish certificates evidencing such coverage.

5.2 Limitation of Liability. Except for liability resulting from Provider's gross negligence or willful misconduct, Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total Fees paid to Provider under this Agreement. In no event shall Provider be liable for incidental, consequential, special or punitive damages.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Client retains all right, title and interest in any artwork, logos, trademarks, copyrighted materials and other content provided to Provider for reproduction or display. Provider is granted a limited license to use such materials solely to perform the Services.

6.2 Third-Party Materials. Client represents and warrants that it has the authority to use any third-party materials provided to Provider. Client shall indemnify and hold Provider harmless from any claim arising out of alleged infringement resulting from Client-provided materials.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party shall maintain in confidence and not disclose to any third party any non-public information disclosed by the other Party that is identified as confidential or that reasonably should be understood to be confidential under the circumstances, except as necessary to perform this Agreement or as required by law.

8. COMPLIANCE; PERMITS

8.1 Compliance. Provider and Client shall each comply with applicable laws, Venue rules and reasonable instructions of Event organizers. Client shall be responsible for obtaining any permits or approvals required for Client-supplied exhibits, materials or activities unless otherwise agreed in writing.

9. FORCE MAJEURE

9.1 Excused Performance. Neither Party shall be liable for delay or failure to perform to the extent such delay or failure is caused by acts beyond its reasonable control, including but not limited to acts of God, labor disputes, governmental action, fire, flood, pandemic, war or transport interruptions. The affected Party shall give prompt notice to the other Party and use commercially reasonable efforts to resume performance.

10. TERMINATION

10.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

10.2 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and non-cancellable commitments incurred through the effective date of termination. Sections that by their nature survive termination shall continue in effect.

11. INDEMNIFICATION

11.1 Mutual Indemnity. Each Party (Indemnitor) shall indemnify, defend and hold harmless the other Party (Indemnitee) from and against any claim, liability, loss, damage or expense (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, negligent acts or willful misconduct.

12. RECORDS AND AUDIT

12.1 Records. Provider shall maintain complete and accurate records relating to the performance and charges for the Services for a period of two (2) years following completion. Client shall have the right, upon reasonable notice, to audit such records during normal business hours for legitimate business purposes.

13. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by hand, overnight courier, or certified mail to the addresses below (or such other address as a Party may specify in writing).

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver thereof, and a single or partial exercise of a right shall not preclude further exercise of that right.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: , without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county of Forum County: for resolution of disputes.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement (including any schedules and attachments executed by the Parties) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

16.2 Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

SIGNATURES

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