E X H I B I T O R - A G R E E M E N T Unlimited Sales Group Inc., herein called USG Artist Exhibiting herein called Exhibitor:

 

 

1.       Damage to Property. Exhibitor is liable for any damage caused by Exhibitor and its agents to the building, including, without limitation, doors, floors, walls, columns or ceilings, to standard Booth equipment, or to other Exhibitors' property. Exhibitor may not apply paint, lacquer, adhesives, tapes or other coating to building doors, floors, walls, columns or to standard Booth equipment.

2.       Subleasing. Exhibitor shall not assign, sublet, share or transfer all or part of its Booth, without the prior written consent from USG. Exhibitor may not exhibit or advertise articles not approved by USG, except where such articles are required for the proper demonstration or operation of its display, in which case identification of such articles shall be limited to the regular nameplate, imprint, or other identification of such items. The decision by USG in all instances shall be final. Exhibitors will not display any items not specified in this Agreement and Exhibitor will permit only authorized representatives of Exhibitor to work in Exhibitor's Booth.

3.       Signs. No display or advertising will be allowed to extend beyond the Booth space allotted to Exhibitor. Exhibitor's display shall be admitted and shall remain from day to day solely on strict compliance with the rules set forth herein. USG reserves the right to reject, eject or prohibit any Exhibitor or display, in whole or in part if exhibitor violates any of the show rules either written or oral.

4.       Limitation of Liability. Exhibitor agrees to indemnify and hold harmless USG, the organizer, its affiliates, the exhibition hall facility and the City in which the event is held. Owners, directors, officers, employees, representatives and other agents (collectively, the "Indemnified Parties") against all claims, losses, suits, damages, judgments, expenses, costs and charges of every kind arising from or related to this Agreement, the Exhibitor's participation in the Show, including, without limitation, by reason of personal injuries, death, property damages or any other cause sustained by any person. The Indemnified Parties shall not be responsible for any loss or damage to displays or goods belonging to Exhibitor, whether resulting from fire, storms, acts of God, air conditioning or heating failure, theft, pilferage, mysterious disappearance, bomb threats or other causes. Such items are brought to the Show and displayed at Exhibitor's own risk and should be safeguarded at all times and covered by Exhibitor's own insurance as necessary and as specified below. Notwithstanding any other provision of this Agreement, under no circumstances shall USG be held liability to Exhibitor arising under this Agreement or related hereto exceed amounts paid as Booth Rental Fees by Exhibitor hereunder. Exhibitor agrees that USG, its affiliates nor any third parties nor any of their owners, directors, officers, employees, representatives or other agents shall have any liability in the event of any errors in any promotional material or electronic system where Exhibitors name or information may appear. Exhibitor agrees to indemnify USG and its affiliates and their respective owners, directors, officers, employees, representatives or other agents against and hold each of them harmless from any claims and from all damages, costs and expenses, including without limitation, attorneys' fees, and amounts paid in settlement incurred in connection with claims arising out of the acts or negligence of Exhibitor and Exhibitor's owners, directors, officers, employees, representatives or other agents.

5.       Show Floor Plan. USG reserves the right, in its sole discretion and for any reason, to change the location of the Booth requested by Exhibitor if it is in the best interest of the show.

6.        Default in Occupancy. Exhibit booths must be manned at all times by exhibitor personal during show hours.

Booths that are not manned may be closed down by USG.

7.       Lotteries/Contests. The operation of games of chance, or lottery devices, or the actual or simulated pursuit of any recreational pastime is permitted only to the extent permitted by applicable law and only if prior written approval has been obtained from USG.

8.       Exhibitor Conduct. Retail sales are permitted and expected during the course of the Show it is the exhibitors responsibility to collect all sales and other taxes and be licensed with the proper license for the product or service being provided. The sale or distribution of any goods or items that interfere with the activities or obstructs access to neighboring Exhibitor's Booths, or that impedes in anyway is prohibited. Exhibitor shall conduct and operate its display so as not to annoy, endanger or interfere with the rights of other Exhibitors and Visitors. Any practice resulting in complaints from any other Exhibitor or Visitor, which, in the sole opinion of USG interferes with the right of others or exposes them to annoyance or danger, may be prohibited by USG. Exhibitor's authorized representatives will conduct business, including but not limited to the taking of orders, the preparation and/or sampling of products and the distribution of product literature, only from within Exhibitor's Booth.

9.       Employment Displays. Displays for the purpose of soliciting prospective employees and employee-recruiting activity of any kind, are specifically prohibited unless with prior written permission from USG.

10.    Cancellation by Exhibitor.  In the event the Exhibitor cancels all or part of the contracted exhibited space there are no refunds or returns of any money paid unless previously agreed to by USG.

11.     Downsizing or Reducing Booth Space.  Exhibitor may reduce the size of their exhibit space with prior written approval of USG only. All money previously paid will be applied towards the reduced space and there will be no refunds.

12.     Termination of Displays. In the event that the location in which the Show is to be held shall become, in the sole discretion of USG, unfit for occupancy, or in the event that the holding of the Show, or the performance of USG under this Agreement are substantially or materially interfered with by virtue of any cause or causes not reasonably within the control of USG, this Agreement and/or the Show (or any part thereof) may be terminated by USG. USG shall not be responsible for delays, damage, loss, increased costs or other unfavorable conditions arising by virtue of cause or causes not reasonably within the control of USG. If USG terminates this Agreement and/or the Show (or any part thereof), then USG may retain such part of Exhibitor's Booth Rental Fee as shall be required to compensate USG for expenses incurred up to the time such contingency shall have occurred, and there shall be no further liability on the part of either party. For purposes hereof, the phrase "cause or causes not reasonably within the control of USG shall include, but are not limited to: fire, casualty, flood, epidemic, earthquake, explosion or accident, blockade, embargo, inclement weather, governmental restraints, restraints or orders of civil defense or military authorities, act of public enemy, riot or civil disturbance, strike, lockout, boycott or other labor disturbance, inability to secure sufficient labor, technical or other personnel failure, impairment or lack of adequate transportation facilities, inability to requisition or commandeering of necessary supplies or equipment; local, state or federal laws, ordinances, rules, orders, decrees or regulations whether legislative, executive or judicial and whether constitutional or unconstitutional; or act of God.

13.     Sales Tax. If an Exhibitor possesses a valid and current Certificate from the State of the event Department of Taxation and Finance ("Tax Department"), such exhibitor must provide a photocopy of the Certificate of Authority to USG when submitting this Exhibitor Contract.  If an Exhibitor does not possess a valid and current Certificate of Authority and Exhibitor is either incorporated or qualified to do business in any U.S. State, such Exhibitor must immediately apply to the Tax Department to obtain a valid and current Certificate of Authority. Exhibitor is required to display the original copy of the Certificate of Authority at Exhibitor's Booth during all open hours of the Show. .If Exhibitor is neither incorporated nor qualified to do business in any U.S. State, such Exhibitor must immediately apply to the Tax Department for a Certificate of Authority.  The provisions of any tax services specified in this Section shall not affect any of Exhibitor's rights or obligations under the Exhibitor Contract. This only applys in states where this is required.

14.       Admission. Show will be open to the public at admission prices as set by USG. Each Exhibitor shall be provided with complimentary badges, a limited amount of free invitations. Exhibitor shall be able to purchase additional tickets at the lowest discount admission price. Exhibitor shall not permit any person less than 16 years of age to work in Exhibitor's Booth.

15.        Resolution of Disputes at the Show. In the event of a dispute or disagreement at the Show between: Exhibitor and Contractor; Exhibitor and any laborer; Exhibitor and another Exhibitor or other Exhibitors; Exhibitor and Attendee(s); Exhibitor and any Show Representative (including but not limited to Show Management); or Exhibitor and any other third party; then Exhibitor agrees to be bound by USG decision concerning the dispute.

16.        Delivery of Goods and Displays. USG is not responsible for the delivery of any displays, goods or other items. Exhibitor shall provide for the shipping, transportation and receiving of all shipping containers and for verifying and acknowledging their contents. All shipping containers must be clearly marked. If Exhibitor is not present to receive its shipment USG or its Contractors may store, unpack or return shipment

17.        Customs. Exhibitor is solely responsible for clearing all foreign-made displays, goods and other items through customs.

18.        Care and Removal of Displays. USG will maintain the cleanliness of the event. Exhibitor must, at Exhibitor's expense, keep displays clean and in good order at all times. Exhibitor must keep packing material, items not used in the displays and any personal belonging out of sight. All displays must remain fully intact until the Show has officially ended. Disturbing or dismantling a display prior to the official closing hour of the Show will not be permitted. Displays must be removed within one day following the conclusion of the Show. In the event any Exhibitor fails to remove its Display in the allotted time, USG reserves the right, at Exhibitor's expense, to ship the Display through a carrier of USG choosing or to place the same in a storage warehouse subject to Exhibitor's disposition or make such other disposition of the property as it may deem desirable without any liability to USG.

19.        Insurance. While USG will carry overall event insurance as per the requirements of the exhibit hall or the city where the event is being held it is recommended that exhibitors carry their own separate policy specifically naming the event as also insured. Contact USG if you would like details of our insurance coverage.

20.        Agreement Non-Assignable. The Agreement is non-assignable by Exhibitor, without the Agreement by USG Exhibitor Agreement shall be null and void and shall constitute a breach of the Agreement and shall grant USG the right to cancel the Agreement.Initials

21.        Cancellation of Show. If USG cancels the Show because of an Event of Force Majeure as defined below and the Show is rescheduled within 12 months of the original Show dates, Exhibitor’s rental fee for exhibition space shall be applied to pay for Exhibitor’s rental space in the rescheduled show. If Exhibitor elects not to participate in the rescheduled Show, its rental fee shall not be refunded and shall be deemed earned by USG. If the Show is cancelled and not rescheduled as set forth above, USG will refund that portion of Exhibitor’s rental fee, if any, that USG does not apply to pay its direct expenses of the cancelled Show. Any refunds of rental fees will be prorated among all Exhibitors. If USG’s direct expenses equal or exceed all Exhibitor rental fees, no rental fees will be refunded. For the purpose of this paragraph, direct expenses shall mean all expenses of the Show incurred by USG other than its indirect administrative overhead expenses. USG’s determination of its direct expenses shall be deemed final and shall not be subject to challenge by any Exhibitor. USG shall not be liable for any losses or damages of any type or description, including consequential and/or incidental damages, suffered by Exhibitor as a result of any rescheduling or cancellation of the Show.

22.        Force Majeure. The rights of USG under this contract shall not be deemed waived except when specifically stated in writing and signed in writing by an authorized officer of the USG. There is no other agreement of warranty between Exhibitor and USG, except as set forth in this document. USG shall not be deemed to have breached this agreement by reason of its failure to perform any of its obligations if caused by strikes, natural disasters, hurricanes or tropical storms, acts of a public enemy, riots, terrorism, interference by civil or military authorities, compliance with proclamations, delays in transit or delivery on the part of transportation companies, or other causes beyond the reasonable control and without the fault of USG, or if caused by any act or failure to act of another party (an “Event of Force Majeure”).Upon the occurrence of any Event of Force Majeure specified above that results or will result in a delay in or cancellation of the Show or otherwise affects USG’s performance under this agreement, USG shall promptly give notice to the other party of the occurrence and the effect or anticipated effect of the occurrence on the performance