1. Code PaLOUsa 2021 (herein called the “Show”) is owned and operated by Code PaLOUsa, Inc. (herein called the “Management”).

2. Cancellation or Withdrawal. (a) Cancellation. If Sponsor desires to cancel this Agreement, notification must be made in writing by the Sponsor on or before 60 days prior to the first day of the show, 50% of the total fee shall be due to Management. After that date, Sponsor shall pay liquidated damages an amount equal to 100% of the exhibit space rental, sponsorships, and advertising fees for which the Sponsor has contracted. If Sponsor cancels participation in the Show, this agreement will be canceled and the Sponsor will be liable for payment as outlined above. (b) Downsizing. A Sponsor may elect to reduce sponsorship level for the Show. Notification must be made in writing by the Sponsor and confirmed by Management. On or before 60 days prior to the first day of the show, Sponsor shall pay liquidated damages an amount equal to 50% of the difference between the originally contracted and new sponsorship fee and advertising fees for which the Sponsor has contracted. After that date, Sponsor shall pay liquidated damages an amount equal to 100% of the difference between the originally contracted and new sponsorship level fee. Sponsor shall make any additional payment required to aggregate such damages. In addition to the assessed damages, the table location may be moved at the discretion of Management.

3. Eligible Exhibits. Exhibits will be limited to those companies or other entities offering material, products, or services of specific interest to registrants. Management reserves the right to determine the eligibility of any product for display. Exhibiting manufacturers’ representatives and/or distributors must list his participating principals as the exhibitors of record. Only the sign of the Sponsor whose name appears upon the face of this contract may be placed on the table or in the printed list of Sponsors. No exhibitors or advertising will be allowed to extend beyond the space allotted to the exhibitor, or above the back and side rails. Sponsor agrees that his exhibit shall be admitted and shall remain from day to day solely on strict compliance with the rules herein laid down. Management reserves the right to reject, eject, or prohibit any exhibit in whole or in part, or Sponsor or his representatives upon the Management’s good faith determination that the same is not in accordance with this Terms and Conditions.

4. Limitation of Liability. The Sponsor agrees to indemnity and hold harmless the Management, Owner, Exhibition Hall Facility, and City in which this Exhibition is being held, and their Officers, Agent, and Employees, against all claims, losses, suits, damages, judgments, expense, costs, and charges of every kind resulting from the presences of Sponsor’s exhibit at the Exhibition or the acts or negligence of sponsor or its Agents or Employees. The Management shall not be responsible for loss or damage to displays or goods belonging to Sponsors, whether resulting from fire, storms, acts of God, air conditioning or heating failure, theft, pilferage, mysterious disappearance, bomb threats, or other causes. All such items are brought to the Exhibition and displayed at Sponsor’s own risk, and should be safeguarded at all times. Management will provide the services of reputable protective agency during the period of installation, show, and dismantling, and Sponsor agrees that the provision of such services constitutes adequate discharge of all obligations of the Management to supervise and protect Sponsor’s property within the Exhibition. Sponsors may furnish additional guards at their own cost and expense, only with prior approval by Management. The Sponsor agrees that Management shall not be responsible in the event of any errors or omissions in the listings in the Sponsor’s Official Directory and in any promotional material. Sponsor agrees to indemnify Management against and hold it harmless for any claims and for all damages, costs, and expenses, including without limitation, attorney’s fees, and amounts paid in settlement incurred in connection with such claims arising out of the acts of negligence of Sponsor, his Agents, or Employees.

5. Default in Occupancy. If exhibition space is not occupied by the time set for completion of installation of displays, such space may be possessed by Management for such purposes as it may see fit.

6. Sub-leasing. Sponsor shall not sublet his space, or any part thereof, for the exhibition of anything not specified in the contract. Sponsor may not exhibit, offer for sale, give as a premium, or advertise articles not manufactured or sold in his own name, except where such articles are required for the proper demonstration of operation of Exhibitor’s display in which case identification which in standard practice appears normally on them. Sponsor may not permit in his table non-exhibiting Companies’ Representatives. Rulings of the Management shall in all instances be final with regard to use of any exhibit space. Notwithstanding the foregoing, such to receipt of written permission from Management, Sponsor may sublet table space to third parties which product, distribute, or sell products in connection with Sponsor, and Sponsor may exhibit, offer for sale, give as a premium, or advertise articles produced, displayed, or sold by such third parties and permit such third parties’ company representatives at Sponsor’s table. Management, in its sole discretion, reserves the right to accept or reject any request by a Sponsor to include third parties at its table as set forth above. Rules of the Management shall in all instances be final with regard to use of any exhibit space.

7. Damage to Property. Exhibitor is liable for any damage caused to building floors, walls or columns, or to standard table equipment, or to other Sponsor’s property. Sponsor may not apply paint, lacquer, adhesives, or other coating to building columns and floors or to standard table equipment.

8. Union Labor. Exhibitor shall employ only union labor, as made available by official contractor in the installation and dismantling of this exhibit, and in its operation, when required by union agreements. A Sponsor planning to build special displays should employ union display companies in their fabrication, and carpentry and electrical work in such displays must bear AFL.-CIO. union labels.

9. Special Services. Electricity, gas, water, and other utilities, as well as other special services needed by individual Sponsors, are provided only when the Sponsor orders and agrees to pay for them from the persons authorized to supply such services in conformity with City, insurance, and other requirements.

10. Table Representatives. Table representatives shall be restricted to Sponsor’s Employees and their authorized Representatives. Table representatives shall wear badge identification furnished by Management at all times. Management may limit the number of table representatives at any time. All tables must be staffed by the Sponsor during all open show hours.

11. Electrical Safety. All wiring on displays or display fixtures must conform to the applicable standards established by various Government Agencies and standard fire inspection ordinances. All display wiring must exhibit the seal and/or such other seals of official approving agencies as may be required at the site of the Exhibition.

12. Safety and Fire Laws. All applicable fire and safety laws and regulations must be strictly observed by the Sponsor. Cloth decorations must be flameproof. Wiring must comply with local Fire Department and Underwriters; Rules. Crowding will be restricted; aisles and fire exists must not be blocked by exhibits. No decorations of paper, pine boughs, leafy decorations, or tree branches are allowed. Acetate and most rayon drapes are not flameproof and may be prohibited. No storage behind exhibits is provided or permitted. Smoking is not permitted in the exhibits and any meeting room or other are of the Exhibition.

13. Decoration. Management shall have full discretion and authority in the placing, arrangement, and appearance of all items displayed by Sponsor, and may require the replacing, rearrangement, or redecorating of any item of any table, and no liability shall attach to Management for costs that may devolve upon Sponsor thereby. A Sponsor building special background or side dividers must make certain that the surface of such dividers are finished in such a manner as not to be unsightly to Sponsors in adjoining tables (no logos, no graphics). If such surfaces remain unfinished at 3:00 pm of the day before the opening day of the Exhibition, Management shall authorize the official decorator to effect the necessary finishing, and Sponsor must pay all charges involved thereby. In addition, if any displays on which set-up has not been started by 3:00 p.m. of the day before the opening day of the Exhibition, Management reserves the right to have such displays installed at Sponsor’s expense. All exhibits should be ready for the opening hour of the Exhibition. The Management will not allow any noise or moving of the exhibits after this time. No exhibit may be built or erected to exceed the height limitation as set forth in the Exhibitor’s Manual. Any Sponsor whose table exceeds the height limitation will be required at his own expense to alter the display in order to conform to these regulations.

14. Sound Level. Mechanical or electrical devices that produce sound must be operated so as not to prove disturbing to other Sponsors. Management reserves the right to determine the acceptable sound level in all instances.

15. 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 on written approval from Management.

16. Personnel and Attire. Management reserves the right to determine whether the character and/or attire of table personnel is acceptable and in keeping with the best interests of Sponsors and the Exhibition. Further, except as approved by Management, Sponsor expressly agrees that he and his personnel will not conduct official exhibitor functions in the city of the exhibition during business hours of the Exhibition.

17. Sponsor Conduct. Retail sales at the Exhibition are permitted, provided that the Sponsor complies with all laws and regulations regarding retail sales including but not limited to all laws and regulations regarding payment of sales tax. Exhibitor agrees to indemnify and hold harmless the Management, Owner, Exhibition Hall Facility, and City in which this Exhibition is being held, their Officers, Agents, and Employees, against all claims, losses, suits, damages, judgments, expenses, costs, and charges of every kind resulting from retail sales of its products at the Exhibition. The Management shall not be responsible for loss or damage to goods made available for retail sale or the proceeds from the sale of such goods belonging to the Sponsor, whether resulting from fire, storms, acts of God, air conditioning or heating failure, theft, pilferage, mysterious disappearance, bomb threats, or other causes. All such items are brought to the Exhibition and sold and displayed Exhibitor’s own risk, and should be safeguarded at all times. The distribution of samples, souvenirs, publications, etc., or other sales or sales promotion activities must be conducted by Sponsor only from within his table. The distribution of any articles that interferes with the activities or obstructs access to neighboring tables, or that impedes aisles, is prohibited. No article containing any product other
than the product or material made or processed or used by Sponsor in his product or service may be distributed except by written permission of Management. The Sponsor shall conduct and operate its exhibit so as not to annoy, endanger, or interfere with the rights of other Sponsors and visitors. Any practice resulting in complaints from any other Sponsor or any visitor who, in the opinion of Management, interferes with the right of other or exposes them to annoyance or danger, may be prohibited by Management.

18. Obstruction of Aisles or Tables. Any demonstration or activity that results in obstruction of aisles or prevents ready access to nearby Sponsor’s tables shall be suspended for any periods specified by Management.

19. Termination of Exhibition. In the event that the premises in which the Exhibition is or is to be conducted shall become, in the sole discretion of Management, unfit for occupancy, or in the event the holding of the Exhibition or the performance of Management under the contract (of which these Terms and Condition are a part) are substantially or materially interfered with by virtue of any cause or causes not reasonably within the control of Management. If Management terminates said contract and/or the Exhibition (or any part thereof) as foresaid, then Management may retain such part of a Sponsor’s rental as such as required to recompense it 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 with the control of Management” shall include, but not by way of limitation: fire; casualty; flood; epidemic; earthquake; explosion or accident; blockade embargo; inclement weather; government restraints; restraints or orders of civil defense or military authorize; acts of public enemy; riot or civil disturbance; strike, lockout, boycott, or other personnel failure; impairment or lack of adequate transportation facilities; inability to obtain condemnation, 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 constitution or unconstitutional, or Act of God.

20. Resolution of Disputes. In the event of dispute or disagreement between: Sponsor and an Official Contractor; or between Sponsor and a Labor Union or Labor Union Representative; or between two or more Sponsors; all interpretations of all rules governing the Exhibition, actions, or decisions concerning this dispute or disagreement by Management intended to resolve the dispute or disagreement shall be binding on Sponsor.

21. Receipt of Goods and Exhibits. All arriving goods and exhibits will be received at receiving areas designated by Management. All incoming goods and exhibits must be plainly marked and all charges prepaid.

22. Care and Removal of Exhibits. Management will maintain the cleanliness of all aisles. Sponsors must, at their own expense, keep exhibits clean and in good order. All exhibits must remain fully intact until the Exhibition has officially ended. Disturbing or tearing down an exhibit prior to the official closing hour of the Exhibition can result in refusal by Management to accept or process exhibit space applications for subsequent exhibitions. Exhibits must be removed from the building by the time specified in the Exhibitor’s Manual. In the event any Sponsor fails to remove his exhibit in the allotted time, Management reserves the right, at the Sponsor’s expense, to ship the exhibit through a carrier of Management’s choosing or to place the same in a storage warehouse subject the Sponsor’s disposition or make such other disposition of this property as it may deem desirable without any liability to the Management.

23. Photography. The photographic rights for the Exhibition are reserved to Management, and photography in the Exhibition required by Sponsors can be carried out at moderate charges by the Official Photographers (as designated by management) if desired. Exhibitors wishing to make their own arrangements for the photographing of their exhibit must apply to Management, whose permission shall not be unreasonably withheld.

24. Insurance. Sponsor is advised to see that his regular company insurance includes extraterritorial coverage, and that he has his own theft, public liability, and property damage insurance.

25. Losses. Management shall bear no responsibility for damage to Sponsor’s property, or lost shipments either coming in or going out, nor for moving costs. Damage to inadequately packed property is Sponsor’s own responsibility. If exhibit fails to arrive, Sponsor is nevertheless responsible for exhibit space cost. Exhibitor is advised to ensure against these risks.

26. Amendment to Rules. Any matters not specifically covered by the preceding rules shall be subject solely to the decision of Management. The Management shall have full power in the matter of interpretation amendment when made and brought to the notice of the said Sponsor shall be and become part hereof as though duly incorporated herein and subject to each and every one of the terms and conditions herein set forth.

27. Agreement to Rules. Sponsor, for Himself and his Employees, and Representatives, agrees to abide by the foregoing rules and by any amendments
that may be put into effect by Management.

28. Payment and Default. Any amounts not paid when due under this contract will bear interest at the rate of 1.5% per month, not to exceed the maximum rate permitted by law. In addition, if the Sponsor defaults on any of its obligations under this contract or violates any Exhibition rule or regulation promulgated pursuant to this contract, the Management may, without notice, terminate the Sponsor’s rights under this contract and may thereupon direct the Sponsor forthwith to remove its Employees and Agents, and all of its articles or merchandise and other personal property, from the space contracted for and from the Exhibit Hall. In the event of termination of this contract as a result of any such Sponsor default or violation the Management may retain all monies paid or payable under this contract as liquidated damages. The Sponsor will be responsible for any costs reasonably incurred by Management (including reasonable attorney’s fees) in enforcing the Exhibitor’s obligations under this contract.

29. Contract Acceptance. Deposit of your check does not constitute contract acceptance. This agreement shall not be binding until accepted by Management.

30. Agreement Non-assignable. This agreement is non-assignable. Any attempted assignment of this agreement shall be null and void and shall constitute a breach of this agreement, resulting in cancellation.