Use of Space
Exhibitor warrants and represents that Exhibitor shall exclusively use the booth space, in accordance with venue rules and regulations, during YW for the sole purpose of selling, displaying, advertising, marketing or distributing only the products and services specifically listed by Exhibitor in the attached Exhibit “A”. Exhibitor shall not distribute or otherwise use, advertise, market or otherwise display materials provided by Exhibitor’s advertisers, media partners, affiliates, or other third parties that may be directly or indirectly affiliated with or in any way related to Exhibitor without the prior written consent of YW.

Further, Exhibitor shall not assign, sublet, lease, license or otherwise share without the prior written permission of YW, which permission may be arbitrarily withheld. Any use for the benefit of a third party will be deemed an assignment or sublet in violation of this provision. Any violation of this paragraph will result in a forfeiture and cancellation of all rights of Exhibitor under this Agreement, including, without limitation, a forfeiture of any Deposits and Booth Fees.

Booths and/or display structures must be in strict compliance with the specific dimensions and restrictions provided to Exhibitor by YW. Equipment displays and structures shall not extend into aisles, obstruct pedestrian traffic or visibility of adjacent booths. Display material exposing an unfinished surface to a neighboring booth is not permitted and must be finished at the Exhibitor’s expense.

YW reserves the right to restrict or prohibit Exhibits which are objectionable due to actual or perceived conflicts of exclusivity contracts, noise, methods or nature of operation, material or for any reason(s) related to persons, things, conduct or printed matter in the sole and absolute discretion of YW deemed to be objectionable. YW may also restrict or prohibit with or without cause, any exhibit, person, or booth space in its entirety, or partially, that may alter or detract from the general character of the YW as a whole. In the event of any such objection, restriction or prohibition, or eviction, YW shall not be liable to or responsible for any losses, damages or expenses directly or indirectly incurred by Exhibitor.

Exhibitor understands and acknowledges that this Agreement is not a promotional or marketing agreement and does not convey any sponsorship, marketing or promotional rights in association with the Facility or the YW.

Exhibitor’s Responsibilities
Exhibitor shall comply with each and every term of this contract, as well as applicable rules, regulations, guidelines, by-laws, ordinances, or regulation of any town, city, state, administrative, regulatory or governing body. Exhibitor acknowledges that YW shall make the final decision with regard to implementation and/or enforcement. Exhibitor is responsible for payment of labor, equipment and services (other than general heat, lighting and air conditioning) ordered at the request of the Exhibitor from service contractors including but not limited to electricians, decorators, shippers, material handling companies, compressed air/gas suppliers, telephone companies, hotels, cleaning services and photographers. Exhibitor specifically agrees to observe all union contracts and labor relation agreements between YW management and/or producers and the contractors serving the Facility and companies operating in the Facility. Exhibitor shall at all times observe the labor laws of the jurisdiction in which the YW is located.

Furthermore, exhibitor agrees to obtain at its sole expense any licenses or permits from governmental bodies which may be required for the operation of Exhibitor’s trade or business during the YW, and Exhibitor agrees to pay all taxes or fines that may be levied or due as the result of the Exhibitor’s booth at the YW.

All electrical wiring on booths and equipment must conform to federal, state, municipal and any other applicable codes or laws. Exhibitor will comply with rules and regulations concerning local unions. Only contractors approved by YW will be permitted to work in the Facility.

Additional Exhibitor Responsibilities
Setup time begins at 12:00pm Friday, September 21s, 2007, and continues until 6:00pm that day. Times are subject to change.
Close of show exhibit teardown and booth move out commences at 8:00pm on Sunday, September 23, 2007 and continues until midnight that evening. Additional move out is Monday, September 24th, September 2007 beginning at 6:00am and completing at 6:00pm.

Exhibitors who do not clean up and remove their booth materials at the end of the show will be billed. The non-prorated fee will be at $25/hour, with a minimum of one hour at commencement of cleanup and removal. Said booth materials can be, but are not limited to, packing or shipping boxes, papers, garbage, distribution materials, etc.

Exhibit booths must be manned during all show hours. No early move in or tear down will be permitted. Exhibitors who do not comply with these provisions will be subject to removal from the MBBE at show management’s sole discretion, with no refund of Booth Fees.

All booth staff must have an official Exposition name badge. Number of badges received is contingent upon package purchased.

Booth furnishings included in booth rental package as listed in Package Details will be delivered to and recovered from exhibit booths by the show exhibit services company/decorator, at no additional cost to Exhibitor. Additional furnishings and services including computer and telephone hookups, booth cleaning will be available from the convention center at an additional cost to the exhibitor.

Booth signage and graphics must be professionally produced. No hand written signage will be permitted. All exhibitors will receive an official exhibitor identification sign.

Limit of Liability
Exhibitor agrees to pay promptly for any and all damage to the Facility, or its equipment, incurred through carelessness or otherwise, caused by the Exhibitor, his/her/its employees, agents, contractors, and representatives. Exhibitor acknowledges that YW does not maintain insurance covering damage, destruction, or loss of Exhibitor’s property, and YW assumes no responsibility for loss or damage to the Exhibitor’s property. Accordingly, it is the sole responsibility of the
Exhibitor to obtain fire, theft, liability, business interruption, property damage and/or other insurance covering such and other losses. Although commercial security may be attendant throughout the Exposition, you are encouraged to secure small and valuable exhibit material each night. It is expressly understood by Exhibitor that neither YW nor its employees, agents, or representatives shall be responsible for or otherwise liable for damage or injury to Exhibitor, including Exhibitor’s guests, invitees or agents person, business or property as a result of robbery, fire, water, accident or any other cause whatsoever. Should loss occur, Exhibitor is encouraged to report it immediately to attendant security.

If the Exhibitor’s exhibit material or personnel fail to arrive, Exhibitor is nevertheless responsible for the Booth Fee, and no refund shall be given by YW. Exhibitor expressly holds YW harmless and hereby expressly releases YW from any and all claims and actions, including without limitation, claims and actions arising out of the postponement or cancellation of the YW, and claims and actions directly or indirectly related to any loss, damage or injury incurred by Exhibitor or Exhibitor’s guests, invitees, agents, servants, contractors or employees.

Notwithstanding the foregoing, in the event this contract or any of the terms of this contract are not enforceable by a court of competent jurisdiction, Exhibitor hereby expressly agrees the maximum liability of YW arising out of any tort, contract, legal or equitable claim or cause of action, whether cumulative or singular, joint or severally, shall be limited to Exhibitor’s Booth Fee paid to YW for the booth space.

Indemnity and Insurance
Exhibitor will protect, indemnify, defend, save and hold harmless YW and its parents, affiliates, agents, officers, and employees against all claims, liabilities, losses, damages, governmental charges, and costs (including attorneys’ fees and court costs) arising out of, caused by, or related to (1) Exhibitor’s participation in the YW or Exhibitor’s installation, removal, maintenance, occupancy, or use of the Facility or any part thereof; (2) any act or omission to act of Exhibitor or its guests, invitees, employees, agents, or contractors; (3) the use of any patents, trademarks, copyrights, or other intellectual property rights owned by a third party; or (4) any breach by Exhibitor or YW of its obligation under this Agreement. Exhibitor will protect, indemnify, defend, and save the Facility and the host city for the Exposition, including its affiliates, divisions and employees and agents, harmless against all claims, losses, and damages to persons and property, governmental charges and fines, and attorneys’ fees arising out of or caused by Exhibitor’s negligence, recklessness, or intentional misconduct during the installation, removal, maintenance, occupancy or use of the Facility or any part thereof, excluding any such liability caused by the negligence, recklessness, or intentional misconduct of the Facility and the host city, or its divisions, employees or agents.

Exhibitor will maintain a policy of commercial general liability insurance including coverage for bodily injury and death, completed operations, personal injury liability and product liability coverages, with limits of at least $1,000,000.00 per occurrence, listing YW, Facility, the host city and their respective parents, partners, affiliates, subsidiaries, divisions, employees, agents and representatives as “additional insured’s” as respects the operations of Exhibitor or Exhibitor’s contractors.

Miscellaneous
These items and any rules & regulations of YW or Facility constitute the entire agreement between Exhibitor and MBBE, and such Agreement may not be modified except in writing signed by the parties hereto. If any provision is invalid or unenforceable under applicable law, it is to that extent deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will be construed in accordance with the law of the State of California, regardless of the location of the Exhibit or Exhibitor in any claim, action or proceeding shall be commenced in the State of California. Exhibitor understands and acknowledges that this application becomes a binding Agreement when it is accepted in writing by YW. Exhibitor has read, understood, and agree to be bound by the terms and conditions of this Agreement.

Nothing contained herein shall create or be construed as creating a partnership, agency or joint venture relationship between the parties hereto and no party will have the authority to bind the other in any respect. Each party will be solely responsibility for all wages, income taxes, worker’s compensation or other requirements for its respective personnel.

Each party represents that it has the full right, power and authority to enter into and execute this Agreement and to perform its obligations hereunder.