1. CONTRACT: Mac & Cheese Fest is a production of West 54th Media referred to as "Festival Producer". The exhibitor herein is referred to as "Exhibitor. This agreement shall constitute a valid and binding contract. Exhibitor represents and warrants that all information provided by the Exhibitor to the Festival Producer is true and correct.
2. ASSIGNMENT OF SPACE: Booth assignment will be made in order of application and deposit receipt. Festival Promoter reserves the right to alter booth location at any time, at their discretion to optimize festival attendance experience. Once final booth location assignment has been made by Festival Promoter, Exhibitor may not transfer or trade booth location with another exhibitor.
3. EXHIBIT REQUIREMENTS: All booth space shall conform in all respects to the dimension and height requirements as defined by the booth size selection and corresponding payment. Exhibitor shall care for and keep in good order the space occupied by Exhibitor and surrender such space at the close of the festival Exhibitor personal property, trash, and excess packaging. Exhibitor, its employees, agents and invitees shall not injure or deface the walls or floors of the building, any booth, the equipment or furnishings in the booth(s). Exhibitor's booth(s) must be open for business during all show hours and during the duration of the show. If damage should occur, Exhibitor will assume full liability for any such damage caused by Exhibitor or Exhibitor's employees, agents or invitees. Exhibitor takes full responsibility for assigned booth space and for exhibit complying with local, city and state rules and regulations concerning safety, health, or fire. Exhibitor must completely vacate the booth space promptly following the close of the Festival gates. Festival Promoter is not able to thoroughly police removal of exhibits. Exhibitor is required to remove articles, merchandise, equipment and displays, so Exhibitor should make certain only Exhibitor's staff performs removal. Festival Promoter will provide limited security personnel during the move-in, festival, and move-out period.
4. Exhibitor shall observe and abide by the Exhibitor Rules & Regulations included in this document and incorporated herein by this reference, and with any additional rules or regulations that hereafter may be adopted and announced by Festival Promoter (collectively, the "Rules & Regulations"). Festival Promoter reserves the right to uncover, move or remove an exhibit for the good and welfare of the show, and without liability or obligation to Exhibitor. Exhibitor shall be responsible for the removal of Exhibitor's entire display and booth product. If the show or any part thereof is prevented from being held, is cancelled by Festival Promoter, or the exhibit space applied for herein becomes unavailable because of war, fire, strike, government regulation, public catastrophe, act of God or the public enemy, terrorist act or threat or other cause (provided such is not attributable to Exhibitor), Festival Promoter shall not be held liable and Festival Promoter shall have no other obligation to Exhibitor.
5. LIABILITIES: Neither Festival Promoter nor any of its officers, agents, employees or other representatives shall be held accountable or liable for, and the same shall be and are hereby released from, accountability and liability for any damage, loss, harm, or injury to the person and/or any property of Exhibitor (or applicant) or any of Exhibitor's (or applicant's) officers, agents, employees, invitees, or other representatives.
6. INSURANCE: Exhibitor and exhibitor display contractor(s) shall maintain Comprehensive General Liability Insurance and Personal Injury coverage and alcohol or liquor liability coverage for all Exhibitors' activities at the show, all at Exhibitor's sole cost and expense. Policy limits shall be at least $1,000,000/$2,000,000 Bodily Injury and Property Damage combined. Exhibitor and exhibitor display contractor(s) shall also maintain, at their sole cost and expense, Workers Compensation Insurance for employees participating in the show. Evidence of insurance coverage in the form of a valid Certificate of Insurance specifying that coverage include activities at the show must be provided to Festival Promoter prior to move-in and exhibiting. Exhibitor warrants that Exhibitor has and shall have insurance complying with these insurance requirements and with such other requirements as may be in the Rules & Regulations. Evidence of insurance coverage in the form of a valid certificate of insurance must be supplied to Festival Promoter before move-in and exhibiting.
7. SIGNS AND ADVERTISING: No demonstrations or solicitations shall be permitted outside of Exhibitor's assigned space, and no signs or placards may be displayed on persons or otherwise outside assigned exhibit space. Distribution by Exhibitor of any printed matter, samples or other articles shall be restricted to within the confines of Exhibitor's booth. Exhibitor shall not have or operate any display or exhibit which, in the sole discretion of Festival Promoter, is the source of objectionable noises or odors or has decorations or other aspects, which are considered by Festival Promoter to be objectionable, including signs, lights and the costuming of exhibit personnel.
8. FESTIVAL WEBSITE AND FESTIVAL PROGRAM GUIDE: Festival Promoter shall endeavor to list Exhibitor's firm name and space assignment in its festival program guide, festival website, and festival app if applicable. The exhibitor warrants that the exhibitor has the authority to provide the logo or similar mark to the Festival Promoter and they indemnify, hold harmless and release Festival Promoter from any liability with respond to the logo provided. Additional information pertaining to Exhibitor's merchandise may be included at the sole discretion of Festival Promoter. Exhibitor agrees to provide Festival Promoter brand logo for electronic reproduction on festival website. Festival Promoter will not be responsible for errors or omissions occurring in the printed directory, or for failure to include an exhibiting firm in the printed directory.
9. COMPLIANCE: Exhibitor assumes all responsibility for compliance with all pertinent ordinances, regulations and codes of duly authorized local, state, and federal governing bodies concerning fire, safety and health, together with the rules and regulations of the operators and/or Festival Promoters of the property wherein the show is held. Without limiting the foregoing, Exhibitor assumes all responsibility for compliance with all legal requirements relevant to the possession and serving of alcoholic beverages and for serving alcohol and for the actions of those to whom alcohol is served.
10. BREACH OF CONTRACT: Festival Promoter shall have the right, in the event of any violation of any of the terms hereof or any of the Rules & Regulations by Exhibitor (or by any of Exhibitor's employees, agents or invitees), to discontinue any and all services to Exhibitor, to refuse show entry to Exhibitor, its agents and employees, and to remove Exhibitor and Exhibitor's employees and agents from the show. In addition, Festival Promoter shall have a lien upon Exhibitor's personal property located at the show. Moreover, in the event of breach of any of the terms hereof or any of the Rules & Regulations, Exhibitor shall be liable for, and indemnify Festival Promoter from and against, all claims, costs and expenses incurred by Festival Promoter, including but not limited to attorney’s fees, court costs, etc. All rights granted to Festival Promoter shall be cumulative and exercisable at Festival Promoter’s option.