Pat Hoey Productions/ New England Alarm & Controls Council is referred to herein as “Management”. “Exhibitor” refers to the applicant indicated on the front of this contract.
1. Payment and Terms
Exhibit space cost and payment terms are stated on the front of this contract, and ALL PAYMENTS ARE NON-REFUNDABLE. In the event of total or partial cancellation (space size reduction) by Exhibitor, the Booth Fee will not be reduced or refunded, and the total amount will be due.
If Exhibitor fails to pay the entire Booth Fee at the times specified, or fails to comply with any of the terms and conditions or rules and regulations, Management may reassign the booth location reserved for Exhibitor and/or may resell that booth location to another party. The entire Booth Fee must be paid in full prior to move-in of the exposition.
If Exhibitor cancels or breaches this agreement for any reason whatsoever, in addition to whatever rights Management may have under applicable law, any payments made by Exhibitor prior to the date of termination shall be retained by Management as liquidated damages and not as a penalty. Management and Exhibitor agree that such amounts constitute a reasonable provision for liquidated damages. Exhibitor shall also be liable for any payments required to be paid but not paid as of the date of cancellation or breach of this agreement.
Pat Hoey Productions/ New England Alarm & Controls Council or its agents will not be liable for refunds or any other liabilities whatsoever for failure to fulfill this contract.
2. Booth Assignment
The space on which the exhibitor shall display his products shall be shown on the official diagram, or other space of equal value, as Pat Hoey Productions/ New England Alarm & Controls Council or its agents may thereafter designate, without prior notification.
3. Exhibit Content
The exposition is designed to provide a showcase for goods and services either specifically designed for or customarily used by the industry the exposition serves. Exhibitor may not, under any circumstances, display or promote any goods or services other than its own goods and services of the kind described on the front of this contract.
Management reserves the right to refuse rental of display space to any company whose display of goods or services is not, in the opinion of Management, compatible with the general character and objectives of the exposition.
4. No Assignment or “Subletting” of Space
Exhibitor may not assign this contract and may not permit or “sublet” all or any part of its assigned booth space to be used by any other business or firm, unless Management has given prior written approval. Any such assignment, permission or “sublease” without Management’s prior written approval shall be null and void.
5. Exhibitor’s Authorized Representative
Exhibitor must designate one person as its representative in connection with installation, operation and removal of its exhibit. The designated representative shall be authorized to enter into exhibition service contracts and for which Exhibitor shall be responsible. The designated representative must be in attendance throughout all exposition periods; and representative shall be responsible for keeping the exhibit neat, staffed and orderly at all times.
6. Fire, Safety and Health
Exhibitor assumes all responsibility for compliance with local, city and state ordinances and regulations covering fire, safety and health.
7. Exhibit Rules and Regulations
Exhibitor will be provided with information on Exhibitor Services no later than 45 days prior to the opening of the show. The Exhibitor Services information will be provided on-line and all rules and regulations included therein will become part of this contract. The Exhibitor Services information will include order forms provided by assigned service providers for Decorating Services (furniture, carpeting, etc.), Utility Services (electrical, plumbing, internet, etc.) and Registration Services (lead retrieval equipment, mobile phone apps, etc.) as well as the standard equipment provided by Management and rules governing the construction of displays. All booth space must be arranged and constructed in accordance with the guidelines, provisions and limitations contained in on-line Exhibitor Services information. If, in the sole opinion of Management, any exhibit fails to conform to the Exhibitor Manual guidelines, or the provisions set forth herein, such exhibit will be prohibited from functioning at any time during the exposition. Any questions concerning the rules and regulations should be directed to Pat Hoey Productions.
Management reserves the right to require an exhibitor to alter the exhibit before or during the show, as Management deems to be in the best interests of the show. Such changes shall be made at Exhibitor’s expense and are subject to the approval of Management.
8. Licenses / Permits
Exhibitor shall be responsible for obtaining any licenses, permits or approvals required under local or state law applicable to their activity at the exposition. Exhibitor shall be responsible for paying all taxes, license fees or other charges that shall become due to any government authority in connection with their activities at the exposition. EXHIBITOR IS NOT PERMITTED TO MAKE SALES AT ITS BOOTH SPACE UNLESS IT HAS OBTAINED AND DISPLAYS A SALES TAX AUTHORIZATION AS REQUIRED BY LOCAL or STATE LAW.
9. Recorded or Live Music
Exhibitor acknowledges that the use or performance of recorded or live music at the exposition must be licensed from the copyright owner or its agent. Exhibitor will take full responsibility for obtaining any necessary licenses to play or perform such music and agrees to defend, indemnify and hold harmless Management from any damages or expenses (including reasonable attorneys fees) incurred by Management due to Exhibitor’s use or performance of recorded or live music.
10. Exhibitor Functions During Exposition Hours
Exhibitor’s booth will be open and fully staffed during all official exposition hours. Exhibitor expressly agrees that it will not, nor will its employees or representatives, conduct exhibitor functions in private rooms during official exposition hours.
11. Installation and Removal
1. Exhibitor must install its exhibit before the opening of the exposition. The exhibit must be dismantled and removed immediately after the exposition’s close and in all events prior to the established dismantlement cutoff time announced in the Exhibitor Manual. Exhibits not removed from hall by designated time will be removed by the Building’s decorator, and exhibitor will be charged for that service. Management PHP will not be responsible for lost or damaged goods due to removal
Important Note: EXHIBITOR SHALL NOT DISMANTLE ITS EXHIBIT PRIOR TO THE EXPOSITION’S CLOSE.
2. Property Loss or Damage
Management shall not be responsible for any loss of or damage to any property of Exhibitor or of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees. All of Exhibitor’s property remains under its custody and control in transit to and from the exhibit hall and while it is in the confines of the exhibit hall.
Neither Management nor its service contractors, nor the management of the exhibit hall nor any of the officers, staff members or directors of any of the same are responsible for the loss of or damage to property of Exhibitor or of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees from theft, fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand against any of them by reason of any damage to or loss of any property.
Exhibitor shall be solely responsible for the loss of or damage to any property of Exhibitor’s personnel, including but not limited to Exhibitor’s booth personnel and representatives, models, demonstrators and actors. Accordingly, it is Exhibitor’s responsibility to secure its own insurance or otherwise protect itself and its property and the property of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees against loss or damage.
13. Liability and Insurance
In addition to property insurance described above, Exhibitor shall obtain and keep in force during the term of the installation and use of the exhibit premises, policies of comprehensive Commercial General Liability Insurance and Contractual Liability Insurance insuring and specifically referring to contractual liability in an amount not less than $1,000,000 Combined Single Limit for personal injury and property damage. Exhibitor must provide Management with a certificate of insurance covering the show location for the period of the show and which names the Management and the exhibition facility management as co-insured. MANAGEMENT RESERVES THE RIGHT TO PROHIBIT EXHIBITOR FROM SETTING UP OR OPERATING ITS BOOTH WITHOUT HAVING PROVIDED A CERTIFICATE OF INSURANCE.
14. Indemnification
Exhibitor agrees to defend, indemnify and hold harmless Management (and the exhibition facility management) from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments recovered from or asserted against Management (or the exhibition facility management) on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Exhibitor (or of any of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees, or of any other person entering in or about the Exhibitor’s booth space with the express or implied permission of Exhibitor), or when any such injury or damage is the result, proximate or remote, of the violation by Exhibitor (or of any of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees) of any law, ordinance or governmental order of any kind, or when any such injury or damage may in any other way arise from or out of the operation or use of Exhibitor’s booth space. Such indemnification by the Exhibitor shall be effective unless such damage or injury results from the gross negligence or willful misconduct of Management. Exhibitor covenants and agrees that in case Management (or the exhibition facility management) shall be made a party to any litigation commenced by or against Exhibitor or relating to this contract or to Exhibitor’s booth space or to any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees, then Exhibitor shall and will pay all costs and expenses, including reasonable attorney’s fees and court costs, incurred by or imposed upon Management (or upon the exhibition facility management) by virtue of any litigation.
15. Additional Indemnification
Exhibitor understands that the Florida Buildings Engineering & Facility Maintenance Show is owned and operated by Sales Development Associates, Inc. dba Pat Hoey Productions, referred to herein as “The Owner”. Exhibitor agrees that should The Owner management team become disabled or deceased prior to the event taking place, forcing the postponement or cancelation of the event, Exhibitor will indemnify and hold harmless The Owner’s surviving descendants, and Pat Hoey Productions employees from all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments.
16. Labor
Exhibitor shall observe all contracts in effect between Management, service contractors, exposition facilities and the labor organizations involved.
17. Disputes with Contractors, Unions, Other Exhibitors, etc.
In the event of a dispute or disagreement between Exhibitor and an official contractor, or between Exhibitor and a labor union or labor union representative, or between two or more exhibitors, or concerning the interpretation of the rules and regulations, the actions or decisions concerning this dispute or disagreement by Management intended to resolve the dispute or disagreement shall be final and binding on Exhibitor.
18. Acceptance of this Contract
This Exhibit Application/Contract does not become a binding contract until Management has issued a written confirmation of acceptance. The receipt and deposit of Exhibitor’s payment accompanying the application for space does not constitute acceptance of a contract.
19. Integration
This contract contains the entire agreement between Management and Exhibitor. It may not be orally modified. Only an agreement in writing signed by a duly authorized representative of the party against whom enforcement or waiver or modification is sought will be enforceable.
20. Choice of Law and Forum
This contract shall be governed by the laws of the State of Massachusetts. Any action commenced by Exhibitor arising out of or relating to this Agreement, or arising out of or relating to the exposition, shall be brought solely in the courts of Massachusetts unless Management consents to another forum. Exhibitor consents to the jurisdiction of the courts of Rhode Island for the resolution of any action arising out of or relating to this Agreement, or arising out of or relating to the exposition.
21. Other Rules and Regulations
Management reserves the right to change the rules and regulations, and to make additional rules and regulations, as it deems to be in the best interests of the exposition. Management shall have sole power to interpret, amend and enforce rules and regulations.