Part A: General Terms and Conditions

1. Application. The terms and conditions set forth in this Part A shall apply to all Event Contracts.

2. General Event Information. The Event is being organized by Organiser. This Agreement shall be binding on the parties hereto upon acceptance by both parties, whereby Organiser’s acceptance may be evidenced by Organiser’s execution of this Agreement or issuance of an invoice. Organiser reserves the right to change the name, location and/or dates of the Event upon reasonable notice to Client.  Event hours will be established by Organiser. Organiser makes no representations or warranties regarding the number of persons or other exhibitors/sponsors who will attend the Event.

3. Prohibited Activities. Client and Client Representatives (as defined below) shall not:

   1. hold any meeting or event that competes with the Event;

   2. promote its participation in a competing event without the prior written consent of Organiser;

   3. apply for registration of any part of the Organiser Marks or anything confusingly similar to the Organiser Marks as a trade mark for any goods or services. As used herein, “Organiser Marks” means trademarks, brands and logos associated with the Organiser and the Event;

   4. use Organiser Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorized under this Agreement;

   5. do or permit anything to be done which might adversely affect or diminish any of the rights granted to Client herein;

   6. make sales involving the exchange of product or money within the Event premises;

   7. bring or distribute alcoholic beverages into the Event, unless otherwise expressly permitted in writing by Organiser;

   8. operate games of chance or lottery devices or actual or simulated pursuit of any recreation pastime without prior written consent from Organiser; or

   9. display anything not specified in this Agreement.

4. Observance of Laws and Regulations. Client shall abide by and observe (and shall ensure that all Client Representatives abide by and observe) any laws, rules, regulations, and ordinances, and all rules and regulations of Organiser and the location where the Event is being held (“Venue”). In addition, Client must observe all union regulations (if applicable) and electrical codes to which the Venue is subject. Special electrical, gas or water service, as well as other special services needed by individual clients, are provided only when the Client orders and agrees to pay for them from the supplier authorized to supply such services in conformity with city, insurance and other requirements.

5. Attendee Lists. Organiser reserves the right to limit access to lists of attendees, sponsors and exhibitors and any other list or information gathered by Organiser or its contractors (a “List”).  Should any such List be provided to Client, use of such List by Client shall be limited to a one-time use, and Client agrees that it shall not (i) reproduce, disclose, or transfer the List to any third party; (ii) violate any applicable laws, rules or regulations in connection with its use of the List; and (iii) use the List in a manner or for a purpose which, in Organiser’s sole discretion, competes with any business of Organiser or its affiliates or impacts Organiser’s ability to realize revenue in connection with any future events.  Organiser makes no representation or warranty, express or implied, regarding the List, including, without limitation, any warranties of accuracy, completeness, merchantability or fitness for a particular purpose.

6. Intellectual Property Rights. Client grants to Organiser the right to use and reproduce Client’s name, trademark and logo (collectively, “Client Marks”) solely in connection with the promotion and production of the Event and to perform its obligations under this Agreement.  All rights in the either party’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the owner of such Marks and the other party shall not acquire any rights in such Marks, nor in any developments or variations of them.

7. Photography/Video/Recording; Release. No photographs, video or recording of the Event shall be made by Client without the prior written consent of Organiser, which consent shall be granted in Organiser’s reasonable discretion. Client grants Organiser the right to photograph and/or film the Client’s exhibit and Space (if applicable) and use the Client Marks as well as the Client and Client personnel’s likeness, as depicted in such images and/or video recordings, in any and all media for promotional and marketing purposes regarding the Event and other Organiser events.  Client agrees to procure the foregoing rights from all Client Representatives prior to their participation in the Event and shall provide a written release upon request by Organiser.

8. Client will furnish Organiser, in advance, the names of all Client Representatives attending the Event. Client Representatives shall wear proper badge identification furnished by Organiser (“Personnel Badges”) while attending the Event. Supplying Personnel Badges to any other third party is expressly prohibited. If Client is in violation of this provision, all unauthorized individuals wearing Personnel Badges will be removed from the premises and the Personnel Badges will be confiscated.

9. Payment Obligation. Upon execution of this Agreement, Client agrees to pay Organiser a non-refundable deposit in the amount of 50% of the event fee set forth in the Event Contract (the “Event Fee”). The balance of the Event Fee is payable on or before 90 days prior the first day of the Event. Organiser may impose a surcharge of four percent (4%) per month on any outstanding balance (or, if less, the maximum rate permitted by applicable law).

10. Cancellation Policy. Client understands and agrees that if Client cancels this Agreement, the following cancellation fees shall apply:

These provisions are for liquidated damages, not a penalty, and have been incorporated into these Terms and Conditions as a valid pre-estimate of damages.  The date of cancellation shall be the date that Organiser receives Client’s notice.

11. Impossibility of Performance; Rescheduling of Event. Neither party shall be in default of the Agreement by reason of its delay in the performance of or failure to perform, in whole or in part, any of its obligations hereunder, if such delay or failure results from occurrences beyond its reasonable control. For clarification and without limitation of the foregoing, a change in the Event name or rescheduling the Event, date or location shall not be deemed a cancellation and in the event of such rescheduling, the Event Fee paid by Client shall be applied to the rescheduled Event.

12. Representations and Warranties. Each party represents and warrants to the other party as follows: (i) it has the right, power, and authority necessary to enter into this Agreement and fully perform its obligations hereunder; (ii) it shall comply with all applicable laws, rules and regulations in connection with its performance of its obligations hereunder and its participation in the Event; (iii) its performance of its obligations hereunder and its participation in the Event will not infringe, misappropriate or violate any proprietary or intellectual property rights of any third party; and (iv) its Marks and any materials it provides under this Agreement will not infringe, misappropriate or violate any proprietary or intellectual property rights of any third party.

13. 1. Each party shall, at its expense, defend, indemnify and hold the other party, its affiliates and each of their partners, officers, directors, employees, consultants, contractors, agents, successors and assigns, harmless from and against all damages, losses, liabilities, fines, expenses and costs, including, without limitation, reasonable attorneys’ fees, arising out of or relating to any third party claim, action or suit (collectively, “Claims”) alleging that (i) a party’s Marks or materials, as delivered by such party or used in accordance with this Agreement, infringe, misappropriate or violate any proprietary or intellectual property rights of any third party; or (ii) death or personal injury resulted from the negligence or willful misconduct of that party or its employees while acting in the course of their employment.

    2. In the event of any Claim, the indemnified party shall (i) promptly notify the indemnifying party in writing of such Claim; provided, however, that any failure to promptly notify the indemnifying party shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent it has been prejudiced thereby; (ii) permit the indemnifying party to assume and control the defence of such Claim with counsel chosen by the indemnifying party (who shall be reasonably acceptable to indemnified party); and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s sole cost and expense, with the indemnifying party in the investigation, trial, and defence of such Claim.  The indemnifying party shall not enter into any settlement or compromise of any such Claim that includes an admission of liability by the indemnified party or includes the payment of any amounts not covered by the indemnifying party’s indemnification obligations, without the indemnified party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

14. Limitation of Liability.

    1. Nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment. Under no circumstances shall either party be liable to the other party for any of the following, whether in contract, tort (including negligence) or otherwise:

       1. any indirect or consequential losses;

       2. loss of revenue or anticipated revenue;

       3. loss of savings or anticipated savings;

       4. loss of business opportunity;

       5. loss of profits or anticipated profits; or

       6. loss of wasted expenditure.

    2. ORGANISER’S MAXIMUM AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, HOWEVER ARISING, OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF ORGANISER’S OBLIGATIONS UNDER THIS AGREEMENT, IN RESPECT OF ANY ONE OR MORE INCIDENTS OR OCCURRENCES DURING THE TERM, SHALL BE LIMITED TO A SUM EQUAL TO THE AMOUNT OF THE EVENT FEE RECEIVED BY ORGANISER FROM CLIENT UNDER THIS AGREEMENT AS OF THE DATE OF SUCH LIABILITY.

15. Insurance. Client understands that neither Organiser nor the Venue maintains insurance coverage for Client’s property and it Client’s responsibility to obtain any such insurance.   Client shall, at its expense, obtain from a reputable insurance provider (i) liability and property damage insurance in an amount no less than $1 million per occurrence, and (ii) workers’ compensation insurance covering its employees in at least the statutory amount.  Upon request by Organiser or the Venue, Client shall provide evidence of such insurance to Organiser.

16. Anti-Bribery. Each party agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to, the Bribery Act 2010. Breach of this clause 16 shall be deemed a material breach of this Agreement.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation. No third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 in connection with this Agreement. Notwithstanding the foregoing, if the event city specified in the Agreement (“Event Location”) is located in the United States, this Agreement shall be governed by and construed in accordance with the laws of the State of New York and the parties consent to the exclusive jurisdiction of the federal and state courts located New York, New York.  If the Event Location is in Canada, this Agreement shall be governed by and construed in accordance with the laws of Ontario and the parties consent to the exclusive jurisdiction of the courts located in Ontario.

18. Amendment and Waiver. No modification may be made to any term or condition contained in this Agreement, nor may additional terms or conditions be imposed on either party unless in writing and signed by both parties.  Waiver of any one provision of the Agreement shall not be deemed to be a waiver of any other provision of the Agreement.

19. Entire Agreement; Assignment. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. Neither this Agreement nor any part or portion hereof shall be assigned, sub-licenced or otherwise transferred by the Client without the prior written consent of Organiser, which consent shall not be unreasonably withheld or delayed.  Organiser may assign this Agreement without the written consent of Client in connection with the transfer or sale of all or substantially all of its business related to this Agreement or in the event of its merger, consolidation, corporate restructuring, change in control or similar transaction.

20. Notices. Any notices to either party under this Agreement shall be in writing and delivered by email (effective upon confirmation of receipt), hand or sent by nationally recognized messenger service, for example, UPS or FedEx or by registered or certified mail, return receipt requested, to the following address (i) if to Organiser, to 150 East 42nd Street, Mezzanine Level, New York, NY 10271, Attn: General Counsel; and (ii) if to Client, at the address listed on the Order Form.

21. No Partnership..Each party agrees to perform its obligations hereunder as an independent contractor to the other party, and this Agreement does not create any actual or apparent agency, partnership, joint venture, or relationship of employer and employee between them for any purpose, including taxes or employee benefits. Neither party is authorized to enter into or commit the other party to any agreements nor represent itself as the agent or legal representative of the other party.

22. Heading. The headings contained in this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Agreement.

23. Confidentiality. It is agreed and understood that the terms of this Agreement are confidential and therefore not to be made available to any third party without the written consent of the non-disclosing party except for confidential disclosure to a party’s affiliates, agents or consultants or as required by law.

Part B:  Exhibit Space

1. Application The terms and conditions set forth in this Part B shall only apply to Event Contracts for exhibit space.

2. Exhibit Space Assignment. Organiser shall make certain exhibit space (the “Space”) available to Client for the duration of the Event, for use in accordance with the terms herein. For clarification, Organiser makes no guarantee that the same or similar Space will be held or offered for future events.  Organiser will make commercially reasonable efforts to honor Client’s Space choices, but Organiser reserves the right to move or re-allocate such Space after initial assignment, upon reasonable notice to Client but wholly in Organiser’s reasonable discretion.  Organiser will use commercially reasonable efforts to ensure that any such re-assigned Space will be the same or similar size as the original Space.   Client agrees that the terms and conditions set forth in this Agreement shall apply to any re-allocated or re-assigned Space.

3. Exhibitor Rules; Approved Vendors. Organiser will provide Client with additional information and rules and regulations applicable to the Event (“Exhibitor Rules”) which are incorporated by reference herein.  Exhibitor Rules shall include, without limitation a list of approved vendors for Event services such as, without limitation, shipment, labor, electrical service, and rental items.  Client may only contract for Event services through an approved vendor, unless otherwise agreed in writing by Organiser. Client shall communicate to any vendor that it is bound by the terms of this Agreement and the Exhibitor Rules, and Client shall be liable for any act or omission by such vendor which would, if taken by Client, constitute a breach thereof.

4. Exhibits; Stand Fittings. Unless otherwise expressly stated, the Event Fee excludes costs associated with exhibition stand fittings.  Client is solely responsible for all exhibition stand fittings which must conform to any stand fitting regulations as set forth in the Exhibitor Rules.  Client must obtain Organiser’s prior written permission to construct any double-decker or multi-story exhibition stands.  Drawings of all exhibition stands must be submitted to Organiser at least 30 days in advance of the Event.  A premium charge shall apply for the inclusion of any additional area that was not previously agreed by the parties in the Event Contract (e.g. vertical booth space), calculated at fifty percent (50%) of the Event Fee, plus all applicable taxes.  In addition to approval by Organiser, approval of relevant authorities may be required.

5. Exhibit Contents and Materials..All Client exhibits, demonstrations and/or other promotional activities in connection with the Event are subject to the prior approval of Organiser, which approval shall be granted in Organiser’s reasonable discretion.  Organiser reserves the right to decline, revoke permission or prohibit any Client exhibition or part of any Client exhibition which is not suitable or in accordance with Exhibitor Rules and/or any other rules or regulations promulgated by the Venue.  In such cases, Organiser shall not be obligated to refund any portion of the Event Fee or and shall not be responsible for any other damages the Client may suffer.  All approved exhibition use be confined to the limits of Client’s Space and must adhere to and be in accordance with this Agreement.  Interference with the light or space of other exhibitions is not permitted.  Noise, music, live or recorded announcements, and lighting that are deemed objectionable or excessively loud by Organiser, in its sole discretion, may be prohibited, restricted or relocated.   Client must procure, at its sole expense, all necessary rights, permissions and consents to use and or display or project any third party intellectual property in the Space.  Client agrees to promote only those Client goods and/or services manufactured or distributed by it in the regular course of business.  Third parties are expressly prohibited from soliciting business in the Space or at the Event, regardless of any affiliation with the Client.

6. Client Conduct. Client and each of its officers, agents, employees, or other representatives (collectively, “Client Representatives”) shall, at its sole expense, provide adequate staff for maintenance and operation of the Client exhibition during all Event hours and keep its assigned Space clean and in good order.  Organiser shall have final approval for all arrangements and items displayed in Client’s Space and may, at its discretion, require Client to rearrange the placement of exhibition stand materials.  Client agrees to abide by (and shall ensure that Client Representatives abide by) standards of decency and civility and not interfere with the use and enjoyment of other exhibitors’ exhibits.

7. Prohibited Activities. Client and Client Representatives shall not:

   1. expose an unfinished surface. For clarification, in the event an unfinished surface is not covered by Client, as requested by Organiser, Organiser reserves the right to have such finishing done and bill the Client for the charges incurred;

   2. utilize “live” microphones or loudspeaker equipment in any Space, unless specifically authorized in writing by Organiser. Notwithstanding the foregoing, laptop computers, portable film, slide and videotape projectors may be utilized in accordance with the terms herein; or

   3. utilize paper decorations, branches or other flammable material, unless fireproofed.

8. Decorations, Signs, Etc. The Event Fee in this Agreement includes standard background, side railings and signage furnished by Organiser. Front railings are expressly excluded from the Event Fee.  Plans for special exhibition stand work must be submitted in writing at least 90 days before the first day of the Event.  All special exhibition stand work must conform to standard back wall and side rail dimensions fixed by Organiser. All bunting, draperies, and other fabrics must be fireproof.  If union labor is required to be used, all exhibition stand and installation work must be performed by the applicable union labor having jurisdiction.

9. Installation Set Up and Removal. Client agrees to use due care and diligence and comply with the Exhibitor Rules and all other applicable laws and regulations when installing, constructing, operating and dismantling its exhibits. All displays must be fully set up prior to the opening of the Event, and all exhibits must be open for business during all Event hours.  In addition, Client may not dismantle its exhibit until the Event closes according to the time and date specified by Organiser.  When vacated, Client shall ensure that the Space shall be left in substantially the same condition it was prior to the Event. Client shall not injure or deface floors or walls and shall clear and/or remove all belongings.

10. Exhibit Space and Rates. Client agrees that all Event Fees, or any other agreed amounts payable to Organiser, must be paid to Organiser prior to installation of Client’s exhibit in the Space at the Event. If Client fails to pay any or all such fees in a timely manner, then Organiser, in its sole discretion, may reassign or cancel the Client’s Space.  In the event that Client pays the Event Fee after such reassignment, Organiser, in its sole discretion, will assign such other exhibit Space, if then available, which Organiser in its sole discretion, deems appropriate.  Client remains liable for payment of the Event Fee set forth in this Agreement, subject only to the applicable cancellation schedule set forth herein. Client shall be responsible for all collection costs and legal fees incurred by Organiser in connection with collecting fees due under this Agreement.  Organiser shall have the right to offset the amount of any obligation owed to Organiser against any amount owed by Organiser to Client or to apply any payments to any other amount owed by Client to Organiser.

11. Sponsorship Permissions, Promotional Materials and Give-Aways. Sample articles, premiums, novelties, souvenirs and printed educational and promotional materials must be pre-approved by Organiser before distribution at the Event and may only be distributed from the confines of the Client’s Space.  Any such Client material must be made available to all Event attendees as long as supplies last.  Without limitation of the foregoing, all promotional materials, including without limitation sales pitches, opening remarks and all other content is subject to prior written approval of Organiser, which may be withheld or withdrawn in Organiser’s reasonable discretion. All items distributed at the Event outside of the Client Space, such as hotel room drops, seat distributions, and giveaways, must be pre-approved in writing by Organiser and may be subject to additional fees (unless the Event Fee expressly includes such distributions).

12. Payment Obligation. In addition to the terms set forth in the Payment Obligation provision in Part A, Space and exhibit set-up and/or installation is contingent on payment in full of the Event Fee and compliance with the terms of this Agreement.

13. Cancellation Policy. In addition to the terms set forth in the Cancellation Policy provision in Part A, Client understands and agrees that upon any such default, Organiser may, in its sole discretion, promptly resell the Space to another exhibitor without any rebate or allowance whatsoever to the Client and without in any way releasing the Client from any liability hereunder.