EXHIBITOR AGREEMENT This Agreement is made between Hamilton Events, Inc. and Exhibitor. RECITALS: Hamilton Events, Inc. (hereinafter referred to as Hamilton ) is organizing and conducting a fitness fair for runners/walkers and members of the public, known as the adidas Shamrock Fitness Fair (hereinafter referred to as the the Fair ) in conjunction with the annual adidas Shamrock Run, scheduled for Sunday, March 13, 2016. The Fair will feature merchandise, displays, a kid s area, demonstrations and entertainment. Hamilton s representative at the Fair is referred herein as the Fair Manager. The Fair will take place in the Oregon Ballroom of the Oregon Convention Center (hereinafter referred to as the OCC ) on Friday, March 11 and Saturday, March 12, 2016. Exhibitor wishes to lease exhibit space at the Fair from Hamilton. NOW, THEREFORE, the parties agree as follows: 1. Lease of Space. Subject to the terms and conditions set forth in this Agreement, Hamilton agrees to lease to Exhibitor, and Exhibitor agrees to lease from Hamilton, exhibit space in the Oregon Ballroom in the OCC, 777 N.E. Martin Luther King Jr. Blvd., Portland, Oregon for the duration of the Fair. 2. Space rental in the Oregon Ballroom. In consideration for the lease of the space described in Section 1 and the provision of the materials and services described in Section 3, Exhibitor shall pay Hamilton a rental fee of ONE THOUSAND, TWO HUNDRED FIFTY DOLLARS ($1,250 for corner booth), ONE THOUSAND, TWO HUNDRED DOLLARS ($1,200.00 for standard booth) OR SIX HUNDRED DOLLARS ($600.00 for non-profit organizations only). Cancellation of booth space after January 25, 2016 forfeits total booth payment. 3. Provision of Materials and Services. Hamilton shall provide Exhibitor with a decorator-supplied booth located in the exhibit space leased by Exhibitor, consisting of 8 high drapery along the back of the booth, 3 high drapery on two sides, one 7 x 44 identification sign, one 6 draped table, two plastic side chairs, one wastebasket, and 24-hr. security. Telephone lines (including Internet services), wireless access, electricity, and audio visual equipment requirements are available for additional charges. Carpeting is already present throughout the Oregon Ballroom, so exhibitors will not need to place special orders for carpet. The dimensions of each booth shall be ten (10) feet wide and ten (10) feet deep. 4. Exhibit Hours. The Fair will take place in the Oregon Ballroom of the OCC during the hours of 11 a.m. - 7 p.m. on Friday, March 11, 2016 and 9 a.m.
3 p.m. on Saturday, March 12, 2016. The Fair shall be open to the public during these hours. Exhibit space will be ready for the Exhibitor to move-in on Thursday, March 10from 1:00 to 7:00 p.m. and on Friday, March 11from 7:00 a.m. to 10:30 a.m. Exhibitor must be set-up and ready no later than 10:30 a.m. on Friday, March 11. Exhibitor shall not begin dismantling its exhibit prior to the closing of the Fair at 3:00 p.m. on Saturday, March 12,, but must remove its exhibit as soon as possible after the closing of the Fair. 5. Staffing of Exhibitor s Booth. Exhibitor will have at least one representative present in its booth from 10:45 am to 7:00 pm on Friday, March 11 and from 8:45 am to 3:00 pm on Saturday, March 12. A booth that is not completely set-up and staffed by 11:15 am on Friday, March 11, is subject to forfeiture, with no refund of exhibitor fees, and may be claimed by Hamilton for its purposes. 6. Exhibitor s Goods. No responsibility is assumed by Hamilton for goods delivered to the OCC or for materials left in the building after closing hours. Exhibitors wishing to insure their display materials, including merchandise, must do so at their own expense. 7. Selling. Exhibitor shall have the right to sell merchandise at the Fair, subject to the prior written consent of Hamilton. Hamilton reserves the right within its judgment not to permit the sale, or advertisement for sale or promotion, of any product Hamilton considers to be in conflict with a sponsor of the Shamrock Run or the Shamrock Run itself. Exhibitor will notify the Fair Manager of the nature of the items it intends to sell or give away. Failure to obtain prior written consent from Hamilton for all products or items to be sold or given away by Exhibitor shall constitute grounds for the immediate removal of Exhibitor and its exhibit from the Fair without refund. Exhibitor further agrees not to exhibit, sell or give away any merchandise displaying the words Shamrock Run or displaying the Portland Shamrock Run logo, trademarks and copyrights. Any attempts to do so shall constitute a breach of this Agreement and shall subject Exhibitor to legal action. 8. Other Conditions of Exhibiting. Exhibitor must confine its exhibit and personnel within the boundaries of its exhibit space and shall not erect signs, tents, or display products, which obstruct the view or impair the displays of other exhibitors or create a risk of injury. Exhibitor shall not place any signs, tents, decorations, banners, advertising matters or exhibits nor demonstrate products in any aisles and passageways. Exhibitor agrees not to make undue noise, odor or obstruct sales, use bright or hazardous lights, propane, flame, electric stoves or burners, cause damage to the building or booth equipment, or act in any manner deemed inappropriate in the judgment of the Fair Manager. Failure to comply with these conditions shall constitute grounds for removal of Exhibitor and its exhibit from the Fair without refund.
9. Use of Exhibit Space. The exhibit space described in Section 1 shall be used solely by Exhibitor, and Exhibitor shall not sublet or assign all or any portion of its exhibit space to any other party. Exhibitor may not engage in what is termed ambush marketing. This includes buying the booth and turning it over to an entity not previously disclosed in writing to the Fair Manager. 10. Distribution of Food, Beverages, and use of Alcohol. Exhibitor may not sell or distribute food or beverages of any kind at the Fair without the prior written consent of Hamilton. Employees, agents, and guests of Exhibitor shall not consume any alcoholic beverages or drugs in the area used by the Fair. Violation of this section shall be grounds for removal of Exhibitor and its exhibit from the Fair without refund. 11. Prohibition of Smoking and the Use of Tobacco Products. Smoking of any nature, and the use of any type of tobacco products including electronic cigarettes, are not permitted in the area used for the Fair. Exhibitor shall ensure that no smoking, or use of tobacco products including electronic cigarettes, occurs within its exhibit space and that its employees or agents, while in the area used for the Fair, also do not smoke or use tobacco products. 12. Removals or Restriction of Objectionable Exhibits. Hamilton and its Fair Manager reserve the right in their judgment to restrict or remove exhibits without refunds that have been falsely entered in the Fair or are unsuitable or objectionable to the patrons of the Fair or other Exhibitors, or are not in keeping with the quality of the character of the Fair. 13. Literature and Promotional Material. Literature and/or other promotional material cannot be handed out or left for display, or otherwise distributed in any area other than from Exhibitor s booth space at any time without the written consent of the Fair Manager. 14. Compliance with Governmental Regulations. All exhibits must comply with applicable governmental ordinances, regulations, fire marshal instructions and OCC rules. 15. Special Installations. Any special carpentry, wiring, electrical or other work shall be installed at Exhibitor s expense and in accordance with the directions of the Fair Manager and the management of the OCC. 16. Liability. Exhibitor assumes complete responsibility for the exhibit space leased by it. Exhibitor shall not damage, mar, or deface the premises in any manner. Exhibitor agrees to reimburse Hamilton and/or the OCC for any loss or damage occurring to the premises or equipment. Exhibitor assumes liability for the safety of its exhibit and other property against robbery, fire, accident, or any other hazard whatsoever, without limitation. This assumption of liability shall extend also to exhibit installation and dismantling activities. Exhibitor shall not
assert any right or claim whatsoever against Hamilton, the Fair Manager, or the OCC for the loss of or damage to any exhibits, articles, merchandise, or other personal property owned, rented, or leased by Exhibitor arising from any cause whatsoever. 17. Indemnification. Exhibitor shall indemnify and hold harmless Hamilton, the Fair Manager and the OCC from and against any and all claims, damages, losses, and expenses, including, without limitation, attorney fees, arising out of or resulting from the activities of servants, employees, guests, invitees, or visitors within the leased space described in Section 1. 18. Insurance. Exhibitor shall purchase and maintain insurance, with minimum limits of $1,000,000 per occurrence, pertaining to its activities at the Fair. On or before February 12, 2016, Exhibitor shall provide a Certificate of Insurance to Hamilton, and shall name Hamilton, the Fair Manager, and the OCC as additional insureds under Exhibitor s policy and on the certificate. Exhibitor will also hold Hamilton, the Fair Manager and the OCC harmless from any claims which may arise out of, or result from, Exhibitor s activities in connection with the Fair. Neither Hamilton, the Fair Manager, nor the OCC shall be responsible for any loss or damage occurring to the exhibit or sustained by Exhibitor from any cause whatsoever. Exhibitor acknowledges that Hamilton, the Fair Manager, and the OCC do not maintain insurance covering Exhibitor s property and that it is the sole responsibility of Exhibitor to obtain business interruption and property damage insurance covering such losses by Exhibitor. 19. Cancellation of Exhibit. In the event Exhibitor cancels this Agreement for any reason, or Hamilton cancels this Agreement because of Exhibitor s default or violation thereof, Hamilton will retain all rentals paid to it by Exhibitor and shall have the right to receive any unpaid rentals or monies due pursuant to Section 2. These retained rentals shall constitute liquidated damages for the direct and indirect costs and expenses (including attorney fees) incurred by Hamilton in organizing, setting up, and providing space for Exhibitor and losses and additional expenses caused by Exhibitor s withdrawal from the Fair. 20. Contingencies. If, because of war, fire, strike, terrorist attack or threat of terrorist attack, government regulation, public catastrophe, act of God, or other cause, the Fair or any part thereof is prevented from being held, or is cancelled, the Fair Manager shall determine what refund, if any, will be returned to Exhibitor. 21. Licenses. Exhibitor shall obtain any and all licenses, inspections, or permits required by law with respect to installation or operation of its display or related activities prior to the opening of the Fair.
22. Inurement. The terms of this Agreement shall be binding upon and inure to the benefit of, and be enforceable by, the successors, assigns, legal representatives and heirs of the parties hereto. 23. Fair Manager s Authority. Should any question arise whether provided for in this Agreement or not, the decisions of the Fair Manager shall be final and binding on all Exhibitors. 24. Attorney Fees. In the event that one of the parties hereto institutes a suit or action to enforce this Agreement or for damages as a result of a breach thereof, the prevailing party shall be entitled to recover reasonable attorney fees on trial and/or appeal. 25. Waiver. Waiver by either party of strict performance of any provision of this Agreement shall not be a waiver of or prejudice such party s right to require strict performance of the same provision or of any other provision. 26. Integration. This Agreement expresses the full and final intent of the parties hereto and supersedes all prior written and oral agreements between them and may be modified or amended only by a written document signed by both parties. 27. Construction. In the event that any term of this Agreement shall be held invalid, illegal or unenforceable, in whole or in part, neither the validity of the remaining part of such term, or the validity of any other term of this Agreement, shall be affected thereby. 28. Captions. The captions appearing in this Agreement are inserted for convenience of reference only and in no way define, limit or circumscribe the scope and intent of this Agreement or any of the provisions hereof.