Exhibitors Conditions of Contract For Exhibit Space

1.    This Agreement shall not be binding until accepted by SHOW MANAGEMENT. EXHIBITOR shall not be entitled to exhibit in said Exhibit unless the rental fee has been paid in full and unless the other terms and conditions stated within this Agreement have been met.

2.    This Agreement shall not be assignable by the EXHIBITOR. No EXHIBITOR shall, without the prior written consent of SHOW MANAGEMENT, assign, sublet, or apportion, in whole or in part, any of the space rented by it hereunder. Neither shall any EXHIBITOR, without the prior written consent of SHOW MANAGEMENT, represent any other firm, corporation, or individual, or advertise or distribute literature concerning or offer for sale the product or service of any other firm, corporation, or individual, except as specified in this Agreement.

3.    EACH EXHIBITOR SHALL BE LIABLE FOR THE SAFETY OF ITS EXHIBITS AND OTHER PROPERTY AGAINST ROBBERY, FIRE, ACCIDENT, OR ANY OTHER HAZARD WHATSOEVER WITHOUT LIMITATION. All insurance insuring EXHIBITOR against such losses must be obtained directly by EXHIBITOR. No right or claim whatsoever shall be asserted against SHOW MANAGEMENT or any Indemnified Party (as defined below) by an EXHIBITOR for the loss or damage to any exhibits, articles, merchandise, or other personal property owned, rented, or leased by the EXHIBITOR arising from any cause whatsoever. EXHIBITOR shall be responsible for ensuring that all of the equipment and products used or brought to the EXHIBITION by EXHBITOR are used and operated in a safe manner to avoid injury and property damage.

4.    No EXHIBITOR shall in any manner injure, mar, or deface the said Exhibit Space internally or externally or permit anything to be done by its employees or agents, by which said premises shall in any manner be injured, marred, or defaced.

5.    In the event that SHOW MANAGEMENT shall determine that the conduct of any EXHIBITOR, or its employees, agents or customers, is not in keeping with the character of the Exhibition, or that any Exhibit, or part of any Exhibit, is not in keeping with the character of said Exhibition, SHOW MANAGEMENT may at any time, without notice, terminate this Agreement, and with or without process, remove the EXHIBITOR, its employees, agents and customers and all of the property of the EXHIBITOR from the space contracted. In addition to any other rights or remedies, SHOW MANAGEMENT may retain all monies on account of the rental of the Exhibit. No EXHIBITOR shall have any right or claim against SHOW MANAGEMENT on account of any action so taken. The determination of SHOW MANAGEMENT as to the suitability of any EXHIBITOR, Exhibit or proposed Exhibit, or as to whether any Exhibit or the conduct of any person is in keeping with the character of the Exhibition, shall in each instance be final.

6.    EXHIBITOR, on behalf of itself, its employees, and agents, agrees to indemnify and hold SHOW MANAGEMENT, the sponsors and/or owners of the EXHIBITION, the association holding the EXHIBITION and the venue or convention center where the EXHIBITION is located and each of their respective affiliates, subsidiaries, officers, directors, agents and employees (collectively, the "Indemnified Parties") harmless from and against any losses, damages, claims, expenses, or liability (including reasonable attorney's fees) arising out of or in connection with (i) any injury to persons or property resulting from EXHIBITOR's or that of its employees or agents acts, omissions to act, negligence or intentional misconduct or otherwise relating to EXHIBITOR's occupation of the EXHIBIT SPACE, (ii) EXHIBITOR's breach of or failure to comply with the terms of this Agreement or the EXHIBITOR Service & Information Manual and any amendments thereto, and (iii) any act or omission to act by EXHIBITOR in connection with its activities during the term of this Agreement.  None of the Indemnified Parties shall be liable for any damage to the property of EXHIBITOR or for any loss by theft or other means, or for any injuries to EXHIBITOR, its employees, or agents arising from any cause or matter whatsoever.

7.    EXHIBITOR shall comply with the EXHIBITOR Service & Information Manual. SHOW MANAGEMENT shall have full power to interpret and enforce all rules contained herein, the rules in the official EXHIBITOR Service & Information Manual, and the power to make amendments thereto, and enact such further conditions of this Agreement as it shall consider necessary for the proper conduct of the Exhibition.

8.    Exhibitor agrees to comply with all insurance requirements as set forth in the EXHIBITOR Service and Information Manual.

9.    EXHIBITOR agrees to comply with all the rules and regulations prescribed by the building and SHOW MANAGEMENT and to meet all requirements of state and municipal authorities, police and fire departments, and obtain at their own expense any necessary permits, insurance, licenses, or equipment should any be required for the lawful operation of EXHIBITOR'S display.

10.    SHOW MANAGEMENT does not make any warranty or representation, either expressed or implied, with respect to the EXHIBIT SPACE EXCEPT AS SPECIFICALLY SET FORTH HEREIN. In no event shall SHOW MANAGEMENT be liable for indirect, special, incidental, punitive or consequential damages in connection with this AGREEMENT, including, without limitatIon, loss of profit OR INCOME or loss of use OR TIME, even if advised of the possibility of such damages. THE LIABILITY OF SHOW MANAGEMENT, REGARDLESS OF THE BASIS OF THE CLAIM, FOR ANY REASON AND UPON ANY CAUSE OF ACTION UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT EXHIBITOR HAS PAID TO SHOW MANAGEMENT HEREUNDER.

11.    Failure to Hold the Show or to Provide Space - Should SHOW MANAGEMENT fail to hold a Show as provided herein or to furnish EXHIBITOR the space described in this Agreement, it shall promptly refund to EXHIBITOR all sums paid hereunder, and such refund shall be accepted by EXHIBITOR in full settlement of all loss or damage suffered by EXHIBITOR.

12.    NOTE THESE CONDITIONS ON ALL NEW DISPLAY VEHICLES - All new vehicles unless factory display models, must be unlocked during EXHIBITION hours. All vehicles must be waxed or wiped daily. SHOW MANAGEMENT will check each display and see that this service is provided with the cleaning charges being sent to the EXHIBITOR whose vehicles have been neglected.

13.    This Agreement shall be subject to all of the terms, provisions, and conditions of a written lease agreement between SHOW MANAGEMENT or the sponsoring dealer Association and the venue or convention center where the EXHBITION is to be held Show Complex Management.

14.    This constitutes the entire agreement between the parties and supersedes any other agreements, oral or written, with respect to the subject matter covered herein. This Agreement may not be modified except by a writing signed by both parties. In the event any provisions of this Agreement are held to be unenforceable or invalid, the validity or enforceability of the remaining provisions shall not be affected and this Agreement shall be construed in all respects as if the invalid or unenforceable provisions are omitted. No failure or delay of any part in exercising any right under this Agreement shall operate as a waiver. No waiver of any breach shall be effective unless contained in a writing signed by both parties. This Agreement shall be governed by and constructed under laws of the state of Florida without regard to conflict of law principles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same agreement.

SPECIFIC RULES AND REGULATIONS

BANNERS OR PENNANTS - The hanging of banners or string pennants is strictly prohibited. Nothing can be hung from the walls, ceiling, columns, or wall drape.

BATTERIES, FUEL TANKS, AND GAS CAPS - All rules and regulations regarding these three areas must be followed as outlined in the official EXHIBITOR Service & Information Manual. EXHIBITOR agrees to comply with all rules and regulations required by building and SHOW MANAGEMENT. EXHIBITOR agrees to meet any requirements of local and state authorities, police and fire departments, and to obtain at their own expense any necessary permits or licenses.

COPYRIGHTED MUSIC - EXHIBITOR agrees to comply with any licensing requirements of BMI (Broadcast Music, Inc.) and ASCAP (American Society of Composers, Authors, and Publishers) relative to the use of copyrighted musical materials in connection with its Exhibit. EXHIBITOR agrees to reimburse SHOW MANAGEMENT for any and all claims, damages, or costs including reasonable attorney's fees relative to EXHIBITOR'S failure to obtain appropriate licensing for use of copyrighted musical materials in its Exhibition.

DECORATIONS - No ceiling decorations except that supplied by SHOW MANAGEMENT will be permitted. Walls or columns located in EXHIBITOR space may be decorated by EXHIBITOR up to 20 feet in height provided it is approved by SHOW MANAGEMENT.

ENTERTAINMENT - EXHIBITORS are not permitted to stage live musical shows within their Exhibit area. This restriction prohibits the use of live musicians and singers, but does not prohibit the use of models, lecturers, and dancers to demonstrate product features.

EXHIBITOR SERVICE & INFORMATION MANUAL - EXHIBITOR agrees to accept all of the rules and regulations in the official EXHIBITOR Service & Information Manual as an amendment to this Agreement.

EXCLUSIVE SERVICES - SHOW MANAGEMENT may designate exclusive suppliers that are to be used by EXHIBITORS for the convenience, protection, and overall appearance of the Show.

EXITS - No EXHIBITOR shall obstruct any public aisle or emergency exit doors.

FREIGHT - All trucks will be unloaded and reloaded only by the official Show General Contractor.

FURNITURE - If EXHIBITOR requires any furniture, it shall be rented from the official Show General Contractor.

HEIGHT AND PLACEMENT OF EXHIBITS - The following regulations will apply to each and every Exhibit:

A. Height - Maximum height where available is 20 feet.

B. Placement - All Exhibits must be placed at least one foot from any public aisle or at least two and one quarter feet from common Exhibit boundaries.

     The extension or sign portion of an Exhibit can never exceed the boundary line of an Exhibit space.

HELIUM - Helium filled balloons or inflatables are prohibited. Compressed air may be used for inflation.

NARRATIONS - The sound level and speaking content must be unoffensive to surrounding EXHIBITORS. Narrations may be cancelled by SHOW MANAGEMENT if attending crowds block any public aisles.

SELLING - EXHIBITORS are prohibited from selling vehicles from the Show floor. No product other than the EXHIBITOR'S product or service may be displayed or promoted from EXHIBITOR'S contracted space.

SIGNS - Only professionally constructed, free-standing signs, no larger than five feet in height and ten feet in length are permitted.

STICKERS, FLYERS, AND SURVEYS - Adhesive-back stickers or appliques are totally forbidden by building management. Flyers may be distributed or surveys taken, but these practices are restricted to within the specific area rented by the EXHIBITOR.

TURNTABLES, PLATFORMS, AND REGISTRATION COUNTERS - Any vehicle display platform or vehicle turntable cannot measure more than 30 inches from the Show floor. The edge of any platform, turntable, or registration counter must be at least 15 feet from the boundary line of the Exhibit space.

VEHICLE PRICE INFORMATION - All vehicles except prototypes or special one-of-a-kind vehicles must have price list that show the manufacturer suggested list price of the vehicle including any optional equipment contained on the vehicle display. This price information may either be the "monroney" sticker or one of the EXHIBITOR'S own design provided it contains the same information as the monroney label.