HomeMy WebLinkAboutContract 48325 fJT'6 SECRETARY
OCA 2 a 2016 CONTRACT No. ----=
G1ZY SF("R5
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The 2017 NBAA Schedulers & Dispatchers Conference (SDC2017) ("Event") is produced by the
National Business Aviation Association, Inc. ("Show Management"). The Event is scheduled to
be held at the Fort Worth Convention Center in Fort Worth, Texas ("Facility") on Feb, 7-10,
2017. "Exhibitor" means, collectively, the entity that is applying to exhibit at the Event, the
authorized representative ("Representative") of that entity who is executing this contract on its
behalf and, where applicable, that entity's officers, employees, contractors and agents.
1. Effectiveness. This contract becomes binding once the Exhibitor's application has been accepted by
Show Management. Show Management reserves the right to reject applications with or without cause if in
the best interests of the Event.
2. Exhibit Space Assignment. Upon acceptance by Show Management, Exhibitor will be assigned
exhibit space in accordance with the procedures established by Show Management. Exhibitor will not be
assigned space until all fees due under this contract have been received and Exhibitor has no outstanding
obligations to Show Management. Show Management reserves the right to modify or relocate Exhibitor's
space at anytime if in the best interests of the Event. Exhibitor acknowledges that this contract, including
its cancellation provisions, will remain effective even if Show Management exercises its right to modify or
relocate Exhibitor's space.
3. Cancellation. Requests to cancel or reduce space from Exhibitor must be submitted in writing. The
parties acknowledge that the actual damages likely to result from Exhibitor's cancellation or space
reduction are difficult to estimate on the date of this contract and would be difficult for Show Management
to prove. Therefore, the parties intend that Exhibitor will remain liable for the original exhibit fee amount as
liquidated and agreed upon damages and not as a penalty.
4. Badge Registration. Show Management will define the "Official Hours," during which all individuals
attending the Event must be registered and in possession of a valid Event badge. Upon full payment of all
fees due under this contract, Exhibitor will receive an allotment of complimentary registrations as specified
by Show Management. Complimentary registrations may be used to register Exhibitor's officers,
employees, contractors, agents or guests. Additional registrations may be purchased at a fee determined
by Show Management.
5. Directory; Publicity. Show Management may list Exhibitor's name, trade names, product names and
Representative's name and contact details in any directory or other promotional materials. Show
Management shall not be liable for any errors in any listing or materials or for omitting Exhibitor from the
directory or other materials. Show Management may photograph or otherwise record Exhibitor's space,
booth, aircraft and personnel and use such photographs or recordings for any purpose. Exhibitor
acknowledges that Show Management and its partners may photograph or otherwise record any person
who attends the Event and, without any further notification, may use such photographs or recordings for
any purpose.
6. Sharing; Assignment. Exhibitor shall not assign, share or sublet its assigned space without the
written consent of Show Management. Show Management may allow Exhibitor to share its space with
another entity (that entity, a "Co-Exhibitor") if: (1) Co-Exhibitor meets any requirements of Show
Management, including those regarding membership; (2) Exhibitor and Co-Exhibitor each complete any
required forms and pay the applicable fee; and (3) Exhibitor and Co-Exhibitor have an established
business relationship.
7. Exhibit Space Operation. Exhibitor shall install and occupy its space in accordance with the rules
and timeline specified in the Exhibitor Service Kit. Exhibits must be designed and operated in a
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professional manner that respects the rights of other exhibitors and attendees, complies with the
applicable provisions of the Americans with Disabilities Act and similar regulations and does not conflict
with reasonable standards of decorum. All booths, display materials and demonstrations must be confined
within Exhibitor's space and must not interfere with aisle traffic at any time. Direct selling at Facility is
strictly prohibited. Exhibitor shall obtain the written permission of Show Management and Facility before
performing any activity that may conflict with Facility's insurance policy. Exhibitor shall not distribute any
advertising or promotional materials at the Event, except from Exhibitor's space or with the written
consent of Show Management. Exhibitor shall obtain any necessary rights prior to playing, performing or
displaying any work protected by copyright.
8. Compliance with Laws; Facility Regulations. Exhibitor shall comply with all national, state and
local laws and all rules and regulations of Facility, including any union labor work rules and fire and safety
regulations. Exhibitor shall obtain all permits and approvals required to exhibit at the Event and is
responsible for all taxes related to its activities at the Event.
9. Exclusive Services. Show Management and Facility have designated official contractors to perform
certain services for Exhibitor (those services, as listed in the Exhibitor Service Kit, "Exclusive Services").
Exhibitor shall not use any other contractors to perform Exclusive Services.
10. Exhibitor Appointed Contractors. Exhibitor may use a contractor not listed in the Exhibitor Service
Kit (an "EAC") if: (1) the service to be performed by the EAC is not an Exclusive Service; (2) Exhibitor
submits to Show Management a completed Intent to Use Exhibitor Appointed Contractor form naming the
EAC; (3) the EAC submits to Show Management a completed Exhibitor Appointed Contractor application,
agreeing to all the terms thereof, including insurance and indemnification requirements; and (4) the EAC
has been approved by the Facility, where applicable. Exhibitor is responsible for ensuring these
requirements have been met. Show Management may deny an EAC access to the Event when these
requirements have not been met or when in the best interests of the Event. Show Management will not be
responsible for any lost profits or any damages of Exhibitor that result. Each EAC may be required to
provide evidence of compliance with insurance requirements.
11. Children. Exhibitor acknowledges that children under 12 are prohibited from attending the Event and
that children ages 12 to 17 may attend the Event (1) only during Official Hours and (2) only if they (i)
register and pay appropriate fees and (ii) are accompanied by an adult at all times.
12. Insurance Requirements. [omitted]
13. Indemnification; Assumption of Risk. Exhibitor shall indemnify Show Management and Facility,
and their parent and subsidiary companies, shareholders, officers, employees, agents and contractors,
against all losses, damages, claims, demands, actions, penalties, judgments and liabilities (including court
costs and reasonable attorneys' fees) that arise from any acts or omissions of Exhibitor or any of
Exhibitor's EACs related to the Event, including, without limitation, any activities they may be conducting
at the Event, or from any breach by Exhibitor of any term of this contract. Exhibitor assumes full
responsibility for any risk of bodily injury, death or property damage or loss arising out of or related to
Exhibitor's participation at the Event, whether caused by negligence, intentional act or otherwise. The
parties intend that this indemnification and assumption of risk be construed only to the extent permitted
under Texas law.
14. Waiver of Liability. Under no circumstances will Show Management be liable for any lost profits or
any incidental, special, indirect, punitive or consequential damages of Exhibitor, regardless of whether
such losses or damages were foreseeable or Show Management was informed of the possibility of such
losses or damages. The maximum liability of Show Management under any circumstances will not exceed
the exhibit fee actually paid by Exhibitor to Show Management.
15. Cancellation of Event. If Show Management cancels the Event due to circumstances beyond its
reasonable control, then it shall refund to Exhibitor the amounts paid under this contract, minus a share of
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the costs incurred by Show Management, in full satisfaction of liabilities to Exhit itor—If-S.4ow_Manag_ ent
cancels the Event for any other reason, then Show Management shall refund to Exhibitor the amounts
paid under this contract, in full satisfaction of liabilities to Exhibitor. No cancellation will be deemed to
have occurred, and no refund will be due to Exhibitor, if Show Management reschedules the Event for
dates within one week of the originally scheduled dates or selects a different exhibit facility within the
same metropolitan area.
16. Violations. Upon the violation by Exhibitor of any of the terms of this contract, Show Management
may take one or more of the following actions: (1) require modifications to Exhibitor's booth or space at
Exhibitor's expense; (2) cancel Exhibitor's exhibit space assignment; (3) declare Exhibitor ineligible for
priority lotteries at future events produced by Show Management; or (4) disqualify Exhibitor from
exhibiting at future events produced by Show Management. These remedies are illustrative only and do
not limit any remedies described elsewhere in this contract or otherwise available by law.
17. Severability. The parties intend that, if any provision of this contract is held to be unenforceable, then
that provision will be modified to the minimum extent necessary to make it enforceable and the rest of the
contract will remain in effect as written,
18. Representative; Communications. Show Management shall direct communications related to the
Event, including notices under this contract and additional rules and regulations, to the Representative by
email, mail or hand delivery. Notices from Exhibitor to Show Management, including the designation of a
new individual as Representative, must be sent by email to exhibits@nbaa.org, by mail or overnight
carrier to NBAA, Attn. Exhibit Services, 1200 G Street NW, Suite 1100, Washington, DC 20005, USA or
by hand delivery.
19. Rules and Regulations. Show Management or Facility may adopt or amend rules and regulations
governing the Event at any time. Such rules and regulations, including those found on Show
Management's website (https://www.nbaa.org/events/sdc/2017/ and associated pages) and in the
Exhibitor Service Kit, are an integral part of this contract and are incorporated herein by reference.
20. Waiver; Entire Agreement. No waiver of satisfaction of a condition or failure to comply with an
obligation under this agreement will be effective unless it is in writing and signed by the party granting the
waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or failure to
comply with any other obligation. This contract, including any additional rules or regulations adopted by
Show Management in accordance with section 19, constitutes the entire understanding between the
parties with respect to the subject matter of this contract and supersedes all other agreements, whether
written or oral, between the parties.
21. Governing Law. The laws of the state of Texas, without giving effect to its principles of conflicts of
law, govern all matters arising out of this agreement or Exhibitor's participation at the Event,
NATIONAL BUSINESS AVIATION CITY OF FORT WORTH - DEPT. OF AVIATION
ASS ON I C.
By: By:
Mike Nichols Name:
VP, Operational Excellence & fop Title: Asrf G•�y
Professional Development �� "000000°ao°�
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Date: 7r:k,691 7 �
$ AP ROVED AS TO FORM AND LEGALITY:
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