CONDITIONS OF EXHIBIT SPACE AGREEMENT

1.        Exhibitor agrees to abide by all the rules and regulations adopted by Show Management hereinafter referred to as Management in its opinion for the best interests of the show, and agrees that Management shall have the final decision in adopting any rule or regulation deemed necessary prior to, during, and after the Show.

2.        Exhibitor will be liable for, and will indemnify and hold harmless Management from any loss or damage whatsoever suffered by Management as a result of any loss or damages whatsoever occurring to or suffered by any person or company, including, without limiting the generality of the foregoing, Exhibitor, other exhibitors, Management, the owner of the building and their respective agents, servants and employees and attendees of the Show, either (a) on the said space or (b) elsewhere if said loss or damages arose from or were in any way connected with Exhibitor’s occupancy of said space.

3.        In the event of a claim (insurance or liability) Exhibitor agrees to pay all losses indirect and direct, incurred by Show Management including legal, in the form of a certified cheque immediately on demand, to Show Management.  Exhibitor assumes all responsibility for compliance with all pertinent ordinances, regulations and codes of duty authorized local, provincial and federal governing bodies concerning fire, safety and health, together with the rules and regulations of the operators and/or owners of the property wherein the Show is held.  Any violation charges will be the Exhibitor’s responsibility.  Management assumes no responsibility for loss or damage to Exhibitor’s goods nor personal injury to Exhibitor or anyone to or for whom Exhibitor may be responsible before, during the Show, nor after its closing.

4.        All electrical equipment or apparatus used in, or exhibited for sale in Canada, must be approved prior to the Show by Hydro authorities in the Province where the Show takes place unless the aforesaid had been given C.S.A. Certification.  Exhibitor agrees to abide by any decision made by the Hydro authority in the event of any dispute.  Equipment not so approved may be required to be removed from the Show.

5.        Displays must not protrude beyond the measured booth dimensions nor obstruct a clear view of the neighbouring booths, and may not be taller than stated in the Show Rules and Regulations.  Exhibitor may not attach his display to walls, structural supports, or flooring in the exhibit building by nails, screws, bolts or permanent cement nor may he suspend anything from the ceiling or rafters.  No Exhibitor shall permit the exposure of any unfinished surface to neighbouring booths.  If exhibitor fails to correct the unfinished part, Management will have the right to finish such outside partitions.  The cost of such repairs shall be paid by Exhibitor to Management upon demand being made there for.  Management reserves the right to restrict the use of glaring or irregular lighting effects and excessive noise.

6.        Exhibitor acknowledges that space assignments are not guaranteed and that Show Management shall be entitled to reallocate space assignments in its sole and absolute discretion, acting reasonably, to create an effective exposition including, without limitation, to optimize traffic control and exhibit exposure.  Every effort will be made to accommodate Exhibitors booth choices.  At Management’s sole discretion deposit will be returned if requirements cannot be met.  Without limiting Show Management’s right to allocate and reallocate space, Show Management agrees that it will endeavour to allocate exhibit space so that competitors are neither adjacent to nor opposite each other.  In the event that Exhibitor shall commit any material breach of this agreement (which shall be deemed to include the failure to make any payment due under this Agreement), then Exhibitor shall forfeit both the contract amount and its entitlement to space, whether assigned or unassigned, without prejudice to any other rights which Show Management may have as a consequence of the breach.  Exhibit space not claimed by 7:00 pm on the day before the show opens shall be forfeit.  Exhibitor will not assign this Agreement in whole or in part, nor sublet all or any part of the exhibit space assigned to the Exhibitor, nor permit the occupation of, part or share possession of all or the exhibit space without the prior written consent of Management.  Any consent is subject to the transferee exhibitor promptly executing a standard space agreement directly with Management.

7.        Management reserves the right at any time, acting reasonably, to reject, prohibit or remove exhibits or any part thereof and to expel Exhibitors or their personnel.  In the event the Exhibitor refuses to remove an exhibit , or part thereof, show Management shall be entitled, but not required to, remove the exhibit and store same and, in such case, Exhibitor will be liable for Show Management’s reasonable costs of doing so.

8.       As general and continuing security to secure all of the Exhibitor’s obligations under this Agreement, the Exhibitor herby grants to Management a specific and fixed security interest in the Exhibitor’s property in the Show building.  The Exhibitor acknowledges that: the parties have not agreed to postpone time for attachment of the security interest; value has been five; the Exhibitor has rights in the said property; the Management’s security shall be deemed to have been perfected by possession.  In the event of default, the Management may exercise its right at and subject to existing law including the right to dispose of the property or appoint a receiver who shall be deemed the agent of the Exhibitor.  Overdue accounts shall bear interest at the rate of 2% per month (26.8% per annum) calculated and compounded daily.

9.        Exhibitor agrees that the booth must be moved in by 6:00 pm of the final move in day, and that all crates and boxes must be moved to storage, and out of the aisles by 8 pm so that aisle cleaning and carpeting can be done.  Exhibitors may continue to set up within their booth space until 10 pm.

10.      Exhibitor is responsible for the placement and cost of comprehensive liability insurance on products and completed operations, coverage with a minimum $2,000,000 limit of liability.  Exhibitor further agrees to add the Show Management company as additional insured to its policy and to provide proof of such insurance.  Exhibitor agrees to notify Show Management within 30 days of any notice of insurance cancellation by its own insurance company.  Exhibitor agrees to be responsible for adding the International Centre as co-insured with Show Management and further agrees to be solely responsible for all claims in the event of its failure to do so.

11.      Exhibitor agrees that Show Management may, at any time before, during or after the Show, make use of Exhibitor’s likeness (including the likeness of the Exhibitor’s representatives in the booth whether in photograph form or otherwise) image, name, trade name and/or trade mark in the promotion of the Show or any future show operated by Show Management provided, however, that such use is in good taste.

12.      Whereas and if feature exhibit space is provided promotionally or complimentarily, and exhibitor fails to occupy said exhibit space, or fails to honour its promotional obligations, exhibitor agrees to pay full and regular space rate for the booth upon demand.

13.      No Vacation or Time Share contesting will be permitted under any circumstances.  No contest ballots will be allowed which would obligate the winner to make any expenditure or security deposit by credit card or any other form of payment for any reason in connection with the contest or prize.

14.      Exhibitor will be responsible for removal of all Exhibits and materials from the show buildings and International Centre property by 3:00 pm on the final day of move out.  Any material left on the show floor or parking area after 3:00 pm will be stored at the exhibitor’s expense.  Exhibitor further agrees to reimburse Management for such additional moving and storage charges as may be levied by the building owners for any period beyond such date during which Exhibitor’s material remains in the said building.  Management may, at its own discretion, remove the exhibit equipment and appurtenances, charge the cost of removal to Exhibitor and dispose of the items as it sees fit without any liability.  Exhibitor  also agrees that no displays may be dismantled or goods removed during the entire run of the Show but must remain intact until the closing hour of the last day of the Show.

15.      Management reserves the right at its sole discretion to change the date or dates upon which the Show is to be held and shall not be liable in damages or otherwise by reason of any such change.  In addition, Management shall not be liable in damages or other wise for failure to carry out the terms of this agreement in whole or in part where caused directly or indirectly by or in consequence of fire, storm, flood, war rebellion, insurrection, riot, civil commotion, strike or by any cause whatever beyond the control of Management whether similar or dissimilar from the causes enumerated herein.  The International Home Show, The International Home & Garden Show and The Successful Gardening Show are trade names and/or trade marks of Showcase Marketing Ltd.

16.      All Exhibitors using Landscape materials, ponds or water features have agreed to provide a $1000.00 refundable security deposit against damages, water clean up, inappropriate storage and labour charges, for excessive materials left on site.  Deposit plus current bank interest will be refunded within one month after the show, pending no claims or damages reported.

17.      Food and Beverage Exhibitors agree to abide by the terms and conditions set forth by Sodexho, the Exclusive Food and Beverage supplier to the International Centre.

18.      Exhibitor agrees that this agreement represents the only contract or representation, written or verbal, for show space(s) and that no other guarantee or warranties are implied.  This Agreement shall not be supplemented or otherwise affected by any Exhibitor purchase order or like document.

Exhibitor Initials: ________