Exhibitor Agreement Form

EXHIBITOR AGREEMENT FORM

This Exhibitor Agreement (the Agreement) is entered into as of by and between Organizer Name: , with principal place of business at , and Exhibitor Name: , whose principal place of business is .

RECITALS

WHEREAS, Organizer is producing an event known as (the Event), to be held at , commencing on and concluding on ; and

WHEREAS, Exhibitor desires to exhibit products, services, or promotional materials at the Event and Organizer desires to grant Exhibitor a license to occupy exhibit space on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Exhibit Space" means the booth or area assigned to Exhibitor as specified in Section 2; "Show Rules" means Organizer's written rules and regulations for the Event as provided to Exhibitor and as amended from time to time; and "Force Majeure" shall have the meaning set forth in Section 11.

2. EXHIBIT SPACE & ASSIGNMENT

Organizer grants Exhibitor a non-exclusive license to occupy Exhibit Space identified as Booth Number consisting of approximately for the duration of the Event. Assignment of Exhibit Space is at Organizer's sole discretion; Organizer reserves the right to reassign location for operational or safety reasons upon reasonable notice.

3. PAYMENT; FEES; TAXES

Exhibitor shall pay Organizer a total fee in the amount of $ (the Fees). A non-refundable deposit of $ is due upon execution of this Agreement. The balance of $ is due on or before . All amounts are exclusive of any applicable taxes, which Exhibitor shall be responsible to pay.

4. CANCELLATION; REFUNDS

If Exhibitor cancels its participation more than days prior to the Event, Organizer will retain the deposit and refund of any paid balance. If Exhibitor cancels within days of the Event, no refund will be issued. Organizer may cancel the Event for any reason; in such event Organizer's liability shall be limited to return of amounts actually received from Exhibitor for Exhibit Space, less reasonable expenses incurred.

5. BOOTH CONSTRUCTION, SAFETY AND ACCESS

Exhibitor shall construct, occupy and maintain its booth in a safe, professional manner and in compliance with the Show Rules. All displays must comply with applicable fire, safety and building codes. Organizer may require the removal or modification of any exhibit not conforming to the Show Rules or this Agreement. Exhibitor shall be responsible for the conduct of its employees, agents, contractors and invitees.

6. INSURANCE

Exhibitor shall, at its expense, maintain commercial general liability insurance with minimum limits of $ per occurrence and name Organizer as an additional insured where required by Organizer. Exhibitor shall provide a certificate of insurance to Organizer at least days prior to the Event.

7. INDEMNIFICATION

Exhibitor shall defend, indemnify and hold harmless Organizer, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Exhibitor's participation in the Event, including but not limited to Exhibitor's negligence, willful misconduct, breach of this Agreement, or violation of applicable law.

8. INTELLECTUAL PROPERTY; USE OF MARKS

Exhibitor grants Organizer a non-exclusive, royalty-free license to use Exhibitor's trade names, trademarks and logos in connection with promotional materials for the Event. Exhibitor represents and warrants that it has the right to grant such license and that the use of Exhibitor's marks will not infringe the rights of any third party. Organizer shall not use Exhibitor's marks beyond the Event without prior written consent.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY EXHIBITOR TO ORGANIZER UNDER THIS AGREEMENT.

10. COMPLIANCE WITH LAWS AND SHOW RULES

Exhibitor shall comply with all applicable laws, ordinances and regulations and with all Show Rules promulgated by Organizer. Exhibitor shall obtain all permits, licenses and approvals required for its display and activities and shall pay all applicable taxes associated with its participation.

11. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to acts of God, fire, flood, pandemic, acts of government, strikes, civil disorder, terrorism, or other events of Force Majeure. If the Event is postponed or canceled due to Force Majeure, Organizer shall have the option to reschedule or terminate the Event and will notify Exhibitor; Organizer's liability shall be limited as set forth in Section 4.

12. CONFIDENTIALITY

Each party agrees to keep confidential all proprietary information disclosed by the other party in connection with this Agreement that is designated as confidential or that should reasonably be understood to be confidential, except to the extent disclosure is required by law or necessary to enforce this Agreement.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested):

14. AMENDMENT; WAIVER

No provision of this Agreement may be amended except by a written instrument executed by both parties. The failure or delay of either party to enforce any right or remedy shall not constitute a waiver of that or any other right or remedy.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction where the Event is held without regard to its conflict of law principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the courts located within that jurisdiction.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all schedules and written Show Rules, constitutes the entire agreement between the parties and supersedes all prior discussions, representations and agreements. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

17. ADDITIONAL PROVISIONS

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