Baltimore Book Festival 2018 Agreement



These are the terms (the “Agreement”) that govern your attendance at and/or participation in the Baltimore Book Festival 2018 Event (the “Event”). By participating in the Event you (the “Participant”) agree to the following terms and conditions outlined below.

1. Event Related Requirements. Participant will comply with all Baltimore Book Festival 2018 (the “Event”) -related guidelines and requirements as specified by the Baltimore Office of Promotion of the Arts, Inc. (BOPA).

2. Exhibitor Space Regulations Participant may not re-sell, share or sub-let any portion of its exhibitor space to a third party. Failure to adhere to this term constitutes a breach of this agreement and will result in removal of the third party’s on-site presence at the Event. Unless prior approval has been obtained from BOPA, Participant may not play music or use amplified sound.

3. Intellectual Property. Participant acknowledges and agrees that: (i) BOPA’s logos, trade names trademarks and service marks, e.g., Baltimore Book Festival (collectively “Marks”) are and shall remain the sole property of BOPA, (ii) nothing in this Agreement shall confer in Participant any right of ownership in BOPA’s Marks, and (iii) Participant shall not now or in the future contest the validity of the BOPA’s Marks.

4. Assignment. Participant may not delegate his or her obligations hereunder, or assign this Agreement to any other person without the prior written consent of BOPA.

5. Independent Contractor. Participant is an independent contractor and has no employee, partnership, co-venture, agent or other such relationship with BOPA, the Event, or the Mayor and City Council of Baltimore.

6. Termination. Should the Participant fail to fulfill any of its obligations BOPA may, in addition to its other rights and remedies, in its sole discretion, terminate Participant’s participation in the Event upon written notice to Participant.

7. Indemnification. Participant agrees to indemnify, defend and hold harmless the BOPA, the Baltimore Festival of the Arts, Inc. (BFAI), the Mayor and City Council of Baltimore, its elected/appointed officials, employees, agents, and volunteers from any and all claims, demands, suits, and actions including attorney’s fees and court costs, connected therewith, brought against BOPA, BFAI, the Mayor and City Council of Baltimore, its elected/appointed officials, employees, agents, and volunteers relating to or arising as a result of any direct or indirect, willful, or negligent act or omission of the Participant, its employees, agents, or volunteers, EXCEPT for activities caused by the sole gross negligence of BOPA, BFAI, the City, its elected/appointed officials, employees, agents, and volunteers arising out of, relating to or resulting from participation in the Event.

8. Limited Liability. BOPA, BFAI, the Event sponsors, and the employees, representatives and agents of each shall not be liable for any claims, liabilities, costs and charges (including attorneys’ fees and costs) for injury, loss or damage to property or persons (including death) arising out of Participant’s activities in connection with the Event.

9. Non-Waiver. Waiver of any term of this Term and Conditions or failure of BOPA to terminate this Agreement on account of any breach by Participant shall not be deemed a waiver of BOPA’s rights to subsequently enforce any term or to terminate this Agreement by reason of any subsequent breach by Participant.

10. Insurance. The Participant is solely responsible for securing appropriate insurance to cover his/her operations, including storage at an on-site location if provided by BOPA in such amounts, as participant may deem necessary. BOPA; the Mayor and City Council of Baltimore; and BFAI have no responsibility for any damage or loss of property of the Participant. Participants who do not carry a business Insurance policy, are encouraged to consider a one (1) day or multi-day event insurance for purposes of performing at the Event, which can be obtained from a qualified insurance company..

11. Severable. Each provision of this Agreement shall be deemed to be a separate, severable, and independently enforceable provision. The invalidity or breach of any provision shall not cause the invalidity or breach of the remaining provisions or of the agreement, which shall remain in full force and effect.

12. Force Majeure: Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by either party is prevented due to acts of God, or any government restriction, wars, hostilities, blockades, civil disturbances, revolutions, strikes, terrorist attacks, lockouts, or any other cause beyond the reasonable control of a party, such party shall not be responsible to the other party for failure or delay in performance of its obligations under this Agreement. Each party shall promptly notify the other party of such force majeure condition and efforts will be made by both parties to reschedule the Event at a mutually convenient time, with the same terms as stated in this Agreement. The Baltimore Book Festival takes place rain or shine; however in the case of dangerously inclement weather, BFAI reserves the right to close the Event, which is a force majeure condition.

13. Further Assurances. Participant, upon notice from BOPA, shall sign, or caused to be signed all further documents, do, or cause to be done, all further acts and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this Agreement.

14. Taxes. Participant shall be responsible for all taxes, fees and assessments required by any applicable federal, state or local law in connection with participation in the Event.

15. Maryland Law. This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of Maryland and subject to the jurisdiction of its courts. Furthermore, the parties agree that any suits or actions brought by either party against the other shall be in a court of competent jurisdiction in Baltimore City.