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
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.
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.
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
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.
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.
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.
Exhibitor agrees to
comply with all insurance requirements as set forth in the EXHIBITOR Service
and Information Manual.
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.
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
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.
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.
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.
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
SPECIFIC RULES AND
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
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
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
SIGNS - Only professionally constructed,
free-standing signs, no larger than five feet in height and ten feet in length
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
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.