Orlando Health and Fitness Show

May 17–18, 2008

By becoming an exhibitor, you agree to the following Terms and Conditions:

EVENT TERMS AND CONDITIONS
Event Spaces are available and assigned on a first-come, first-serve basis. CECF will cooperate with Vendor to honor its requests for a specific Event Space if available. Vendor shall operate and maintain its Event Space during the entire Event and may not shut down during the Hours of Operation except in an emergency and only with the permission of CECF. A representative of Vendor must be present in the Event Space at all times during the Event. Vendor may not set up its Event Space before the Check-In / Set-Up time and must break-down and vacate the Event Space during the Check-Out Period. Vendor shall arrive at the Event in sufficient time after the Check-In / Set-Up Time to have its Event Space fully installed and operational prior to the Start Time of the Event. Vendor must properly secure all tents and weigh them down with sandbags, water barrels or similar items. Vendor may not cancel or terminate this Agreement for any reason. All deposits and fees are non-refundable in all circumstances, including, without limitation, if the Event is shortened or cancelled due to rain or other weather condition or event of force majeure. Unless otherwise agreed upon in writing on the first page of this Agreement, CECF will furnish no chairs, tables, tents, extension cords, lights or other equipment to Vendor. CECF must approve all uses of extension cords. Vendor must provide all electrical power at its own expense (unless purchased through CECF).

CECF provides the Event Space “as is”. Vendor shall maintain its Event Space in a clean and organized manner. Vendor must properly dispose of all trash and hide it from view. Vendor must leave the Event Space trash-free and in the same condition as when the Event Space was provided to it. Vendor may not use profane or derogatory language or engage in vulgar conduct. Vendor may not possess, store or consume in or around the Event Space any of the following: alcohol; illegal drugs; drug paraphernalia; guns or other weapons of any kind; ammunition; counterfeit items; unlicensed merchandise; sexually suggestive, racist or discriminatory oriented items; noisy items; or other items that CECF deems a nuisance, inappropriate or unsuitable. CECF may remove or cause the removal of any items from the Event Space that are prohibited or which it deems a nuisance, inappropriate or unsuitable. At no time during the Event may representatives of Vendor consume or be under the influence of alcohol or illegal drugs or wear or display any attire, buttons, badges or literature that promotes the doctrine, belief or dogma of that representative or Vendor.

Vendor may only display signs with the name of its organization, and it may not advertise or display signs, banners or products that are in direct or indirect competition with CECF. Signage may not interfere with neighboring Event Spaces. Vendor may not block access to other Event Spaces. No equipment or merchandise may extend beyond the designated Event Space. Vendor shall collect all cash and checks and be responsible for all charges and credit transactions for merchandise sold or ordered from Vendor. Vendor shall collect and pay all applicable sales, use and other taxes applicable to its participation at the Event. Unless otherwise agreed upon in writing on the first page of this Agreement, Vendor will not have the exclusive showing of any particular line of merchandise or type of service during the Event. Vendor will be solely responsible for securing its Event Space and any belongings in or around its Event Space. CECF will have no liability for any personal injury, property damage, loss (including loss due to theft, destruction or disappearance) or theft, and CECF will have no obligation to provide security to prevent or insurance to cover any such injury, damage, loss or theft. Vendor must have, possess on-site and properly display during the Event all necessary permits and licenses of any federal, state or local governmental agency or authority applicable to its participation in the Event. Vendor may not use “Championship Events of Central Florida” or the name of the Event without the prior written consent of CECF.

In addition to any other termination rights in this Agreement, CECF may terminate this Agreement immediately if Vendor is in breach or violation of any term of this Agreement.Vendor will maintain liability and property insurance with reputable insurance carriers with coverage of no less than $1,000,000 per incident or occurrence. The policies evidencing such insurance shall name CECF as an additional insured and loss payee (at no cost to CECF), must include a provision by which the insurance carrier waives its rights of subrogation against CECF and contain language substantially as follows: “Championship Events of Central Florida, LLC is named as an additional insured and loss payee. The insurance afforded by this endorsement for the additional insured shall apply as primary insurance, and any other insurance maintained by the additional insured shall be excess only and not contributing with the insurance afforded by this endorsement.” Prior to the commencement of the Event, Vendor shall furnish CECF with a Certificate of Insurance and a copy of the liability insurance endorsement evidencing such coverage.

Vendor shall indemnify and hold CECF and its members, managers, officers, directors, employees and agents harmless from all claims, actions, suits, proceedings, causes of action, losses, damages, liabilities, judgments, fines, costs and expenses (including attorneys’ fees) that are alleged or asserted against or incurred by CECF arising out of or relating in whole or in part to: Vendor’s participation in the Event (including, without limitation, transactions between Vendor and any customer or Event participant); any act or omission of Vendor, its agents or employees (including, without limitation, any act or omission causing personal injury or death or property damage); the nonpayment of any sales or other taxes; and the enforcement of this indemnity.

CECF WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EVENT, EVEN IF CECF HAS BEEN NOTIFIED OR ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. IN NO EVENT WILL THE TOTAL LIABILITY OF CECF FOR ANY CAUSE ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY VENDOR TO CECF UNDER THIS AGREEMENT. THE PRECEDING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

Capitalized words and terms not defined in these Terms and Conditions have the meanings given to them on the first page of this Agreement. Vendor may not assign any of its rights or delegate any of its duties or obligations in this Agreement, including, without limitation, its use of the Event Space. This Agreement may not be changed or modified, except by an instrument in writing and signed by CECF. This Agreement will be governed by the laws of the State of Florida. This Agreement is the entire understanding and agreement of the parties relating to its subject matter and supersedes all other understandings and agreements of the parties relating to its subject matter.