VENDORS T&C

TERMS AND CONDITIONS

1. EXHIBITOR COVENANTS

c) The Exhibitor agrees to observe, to the extent applicable, all union contracts and labour relations agreements in force (i) between DAP and contractors providing services to the facility, and (ii) governing companies operating in the facility in which the Show is taking place.

b) The Exhibitor agrees to abide by all rules and regulations governing the Show established from time to time by Dead Again Productions LLC ("DAP"), including rules and regulations set forth in the Exhibitor Manual.

a) The Exhibitor agrees to (i) obey all laws, by-laws, ordinances and regulations governing use of the facility and operation of the Show, (ii) abide by the rules and regulations of the city, fire and police departments and of any other government or regulatory body having authority to regulate the facility and the Show, and (iii) obey all laws, including those pertaining to health and safety, consumer protection and protection of visitors to the Show.

d) The Exhibitor agrees to obtain, at its own expense, any licences or permits which are required for the operation of its trade or business during the term of the Show and to pay all taxes, including all applicable sales taxes, of any nature or kind that may be levied against it as a result of the operation of its trade or business in its contracted space. e) The Exhibitor agrees not to conduct or be associated with any promotional contests held at or in connection with the Show unless (i) the Exhibitor satisfies DAP that the contest is being operated in accordance with applicable law; and (ii) the prior written consent of DAP is obtained. f) The playing, performing, reproduction, broadcasting or other use at the Show of any music, materials, devices, processes and dramatic rights (the "Work") that is the subject of any third party copyright, trademark, industrial design, patent or any other intellectual property right, by the Exhibitor or its agents, representatives or employees is prohibited without the express written consent of DAP. The Exhibitor agrees to indemnify and save harmless DAP and the facility (and their respective officers, directors, employees, insurers, agents, representatives and those for whom the Exhibitor is responsible in law) against any and all claims, losses, liabilities and damages (including legal fees and expenses) costs and charges arising from or as a result of any unauthorized use of any Work by the Exhibitor, its agents, representatives, employees and those for whom the Exhibitor is responsible in law. g) The Exhibitor agrees to occupy the contracted exhibit space during Show hours and to sell, promote or advertise only the products and services described in this license agreement. 2. DEAD AGAIN PRODUCTIONS RIGHTS

b) DAP shall have the right to move exhibit space at their discretion.

a) DAP reserves the right, in its sole and unfettered discretion to: (i) determine the eligibility of Exhibitors and exhibits for the Show, (ii) reject or prohibit exhibits or Exhibitors which DAP considers objectionable, inappropriate, disruptive or offensive to DAP, other Exhibitors, or Show attendees; (iii) change or modify the layout of the Show and/or relocate exhibits or Exhibitors; (iv) cancel, in whole or in part, the Show due to an event of force majeure; or (v) change the date, location and duration of the Show; without any 

3. ASSIGNMENT AND SUBLETTING

b) The Exhibitor understands the contents of all exhibits are limited to the company, products, and services contracted for only.

a) The Exhibitor shall not assign any rights or sublet space under this license agreement without the prior written permission of DAP, which permission may be withheld in DAP’s sole discretion.

4. INDEMNIFICATION a) The Exhibitor agrees to indemnify and hold harmless DAP and the facility, their respective officers, directors, agents, representatives and employees, against all claims, losses, liability, damages (including legal fees and expenses), costs and charges of every kind resulting from (i) its occupancy of the exhibit space and/or its environs, (ii) the use of equipment or devices furnished to or used by the Exhibitor or other persons in connection with the Show, and (iii) personal injuries, death, property damages or any other damage sustained by the Exhibitor, DAP, the facility, Show sponsors or a visitor to the Show and their respective directors, officers, agents, representatives and employees or those for whom the Exhibitor is responsible in law.

5. LIABILITY AND INSURANCE

c) Neither DAP nor the facility will assume liability for loss or damage, through any cause, of equipment, products, goods, exhibits or other materials owned, rented or leased by the Exhibitor.

b) The Exhibitor is responsible to insure its own exhibit, personnel, display and materials from any damage or loss through theft, fire, accident or other cause and accepts all risks associated with the use of the exhibit space and its environs. The Exhibitor shall not make any claim or demand or take any legal action, whatsoever, against DAP, the Show sponsors or the facility in which the Show is held, for any loss, damage or injury howsoever caused, to the Exhibitor, its officers, directors, agents, representatives,  and employees or their respective property.

a) The Exhibitor shall obtain and maintain at its own expense a comprehensive general liability and all risk property insurance policy acceptable to DAP for the period commencing on the first move-in date and terminating on the last move-out date.  The policy shall name DAP and the premises owner of the show as additional insured and insure the exhibitor,  DAP, and the premises owner against all claims of any kind arising from or in any way, in whole or in part, connected with the exhibitor's presence or operations at the show. This insurance shall be primary and non-contributing and shall provide coverage of at least $1,000,000 for each separate occurrence. At the request of DAP, the Exhibitor shall provide DAP with a copy of such policy.

6. EXHIBIT SPACE & DISPLAY

d) The Exhibitor agrees that no display will be dismantled or goods removed during the term of the Show, but will remain intact until the end of the final closing hour on the last Show day. The Exhibitor also agrees to remove its display and equipment from the Show site by the final move-out day, and in the event of a failure to do so, or failure to return the allocated space to the same condition as at the move-in date, the Exhibitor agrees to pay for any additional costs and expenses incurred by DAP.

a) All materials used in exhibit must be fire retardant.  Give-away items may not include rulers or any type or balloons. Balloons may not be used to decorate in any way.  Booth construction and signage must be exhibited in accordance to the rules and regulations as outlined in the Exhibitor Manual. 

7. CANCELLATION AND TERMINATION

c) If the Exhibitor violates or breaches any other terms or conditions of this license agreement, all payments made by the Exhibitor and all amounts due to DAP shall be deemed earned by DAP and all deposits received shall be non-refundable and non-transferable.  In the event of any violation or breach of the terms and conditions of this license agreement, DAP shall have the right to immediately occupy the space of the violating and/or breaching Exhibitor and utilize it in any manner as DAP deems appropriate, including, but not limited to, re-licensing its use to another exhibitor.  The Exhibitor shall not be entitled to any offset or mitigation of the amount due under this license agreement as a result of the use of or payment for the space by another exhibitor in the Show.

b) In the event that the Exhibitor (i) notifies DAP less than the number of days  specified in part 7a preceding the opening date of the Show that it wishes to cancel this license agreement; or  (ii) fails to make payments in accordance with the payment schedule set out herein; or (iii) except as otherwise permitted herein, fails to appear at the Show; DAP reserves the right to (iv) cancel this license agreement without notice and all rights of the Exhibitor hereunder shall cease and terminate; (v) retain any payment made by the Exhibitor as liquidated damages (and not as a penalty) for breach of this license agreement; (vi) re-rent the said space; and (vii) bring action against the Exhibitor for payment of the full cost of the space originally licensed from DAP.

a) The Exhibitor shall have the right to cancel this license agreement by notice in writing to be delivered to DAP no later than one hundred eighty (180) days preceding the opening date of the Show. All deposits received by DAP up to the date of notice of cancellation are nonrefundable and non-transferable.  A minimum $100.00 cancellation fee will be assesed.

d) Each covenant by the Exhibitor contained herein is material and of the essence of this license agreement and violation of any term or condition hereof by the Exhibitor shall be a default of the entire agreement entitling DAP to immediately and without notice revoke the privileges granted to the Exhibitor and take possession of the space of the defaulting Exhibitor.  Any such revocation of the license granted herein shall be without prejudice to DAP to make any claim for damages or enforcement of the payment of any amounts due pursuant to the terms hereof.

8. FORCE MAJEURE a) In the event that (i) the facility in which the Show is to be held or is held is destroyed or becomes unavailable for occupancy or (ii) DAP is unable to permit the Exhibitor to occupy the facility or the space, or (iii) if the Show is cancelled or curtailed, for any reasons beyond the control of DAP, including but not limited to, casualty, explosion, fire, lightning, flood, weather, epidemic, earthquake or other Acts of God, acts of public enemies, riots or civil disturbances, strike, lockout or boycott, DAP will not be responsible for any loss of business, loss of profits, consequential or special damages or expenses of whatever nature that the Exhibitor may suffer. 9. MISCELLANEOUS a) Waiver by DAP of any breach of any term or provision of this license agreement by the Exhibitor shall not be deemed a waiver of any subsequent breach of the same or any other provision hereof. b) No alterations or variations of the terms of this license agreement shall be valid unless made in writing and signed by each of the parties hereto. c) This license agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction in which the Show is held.

b) All construction must be completed by noon on opening day.  No vehicles allowed in building on opening day. c) ALL promotional activity within the show by an individual exhibitor MUST be contained physically, visually, and audibly within the space the exhibitor has contracted.  The distribution of souvenirs, brochures, flyers, business cards, etc...must be confined to the area for which the exhibitor has contracted.  Signs may not exceed the 8' height of the back drape. No display may protrude into the aisle beyond the depth limits of the booth dividers. Rotating, flashing, strobe, or projection lights are not permitted.  Balloons, blimps or other inflatable objects are not allowed.  No Canopy Tents allowed without show management approval.  Audio and Video systems are allowed only if they are operated at levels that do not interfere with neighboring exhibitors.  Show management reserves the right to refuse the use of any audio system.

e) Failure to make payment as specified shall entitle management at it’s option to cancel this agreement without notice and exhibitor shall remain liable for any unpaid space rentals. Show management reserves the right to hold exhibitors merchandise/display materials if exhibit space is not paid in full.

c) DAP shall have the right to establish and amend or modify any  regulations governing use of the facility and the Show.

d)Paragraph a) applies to require indemnification even if there are allegations of negligence or fault against  DAP or the premises owner for failure to inspect or maintane the Exhibitors space, equipment or activities at the show.b)Exhibitor agrees to be liable for and to pay all reasonable  attorneys fees and associated costs incurred by DAP in collecting unpaid balances owing pursuant to this Exhibit Space Contract, both before and after filing legal action.  1.5% monthly/18% annually will be charged to any unpaid balances

e)Exhibitor responsible for any damage they cause in the facility.f) Exhibitor will receive a certain amount of exhibitor badges. These badges are for EMPLOYEES only. Exhibitor badges cannot be used to let guests, friends or family into the show.  If any exhibitor is caught violating the exhibitor badge policy, the badges will be confiscated and will not be replaced.