Virtual Exhibit Agreement

VIRTUAL EXHIBIT AGREEMENT

This Virtual Exhibit Agreement ("Agreement") is entered into as of by and between Exhibitor Name: and Host/Organizer Name: .

WHEREAS

WHEREAS, Host operates an online virtual exhibition platform and desires to include digital exhibits that present Exhibitor's content to registered attendees of the virtual event(s); and

WHEREAS, Exhibitor possesses rights in the materials to be displayed and agrees to provide such materials under the terms set forth in this Agreement in exchange for the consideration specified below; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the creation, hosting, display and removal of the virtual exhibit.

1. Scope of Work

1.1 Services. Host shall create, configure, host and maintain a virtual exhibit space for Exhibitor during the Term described in Section 3. Host will: provide exhibit page layout; upload Exhibitor-supplied digital assets; enable attendee access; and provide analytics reports as described below.

1.2 Materials Provided by Exhibitor. Exhibitor shall furnish all exhibitor content, including images, video, text, logos, and any interactive elements ("Exhibit Materials") in the formats and by the deadlines set by Host. Exhibit Materials must not infringe third-party rights or violate applicable law.

2. Payment Terms

2.1 Fee. In consideration for Host’s services Exhibitor shall pay Host the total fee of USD, exclusive of any taxes.

2.2 Late Payment. Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Host may suspend hosting services until payment is received.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days before the intended termination date.

3.3 Termination for Cause. Either party may terminate immediately upon written notice in the event of a material breach by the other party that is not cured within 15 days after receipt of written notice specifying the breach. Termination shall be without prejudice to any accrued rights or liabilities.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other which is designated as confidential or which, under the circumstances, ought reasonably to be treated as confidential, including pricing, attendee lists, analytics, and proprietary exhibit materials.

4.2 Obligations. Each party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors or advisors on a need-to-know basis who are bound to confidentiality obligations at least as protective as those herein.

4.3 Exclusions. Confidential Information does not include information that is rightfully known by the receiving party prior to disclosure, becomes publicly known through no breach, or is independently developed without use of the disclosing party’s Confidential Information.

5. Intellectual Property and License

5.1 Ownership. Exhibitor retains all right, title and interest in and to the Exhibit Materials. Host retains all right, title and interest in and to the platform, software and any Host-generated materials not derived from Exhibit Materials.

5.2 License. Exhibitor grants Host a non-exclusive, worldwide, royalty-free license to reproduce, display, stream and distribute the Exhibit Materials solely for the purpose of providing the virtual exhibit during the Term and in Host's post-event reporting.

6. Representations, Indemnity and Liability

6.1 Representations. Each party represents that it has the full power and authority to enter into this Agreement and that its performance will not violate any law or third-party agreement.

6.2 Indemnity. Exhibitor shall indemnify, defend and hold harmless Host from and against any claim, liability or expense arising out of Exhibitor's breach of representations or any claim that Exhibit Materials infringe or misappropriate a third party's intellectual property rights.

6.3 Limitation of Liability. Except for liability arising from willful misconduct or indemnity obligations, neither party's aggregate liability shall exceed the total fees paid under this Agreement in the 12 months preceding the claim. In no event shall either party be liable for incidental, consequential, or punitive damages.

7. Data Protection and Analytics

Host may collect and disclose aggregate, anonymized analytics regarding attendee engagement with the Exhibit. Host will process any personal data only in accordance with applicable law and solely to provide the services described in this Agreement.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

9. Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

10.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

10.2 Independent Contractors. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

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