Health + Fitness Business Sales Kit 2008 - (Page 14) 2 of 5 2008 Health + Fitness Business Exhibit Space Contract Terms and Conditions 1. Defined Terms: Health + Fitness Business, currently scheduled to be held on July 17-18, 2008 at the Colorado Convention Center. Event is owned, produced and managed by Nielsen Business Media ("Nielsen"). "Organizer" means, collectively, Nielsen, its officers, directors, shareholders, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. "Exhibitor" means, collectively, (i) the company or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by Nielsen in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives and/or invitees, as applicable. 2. Contract Acceptance: This contract shall become binding and effective only when it has been signed on the facing page by Exhibitor and counter-signed on the facing page by a duly authorized representative of Nielsen. 3. Assumption of Risks; Releases: Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with Exhibitor’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable for, and Exhibitor hereby releases all of them from, and covenants not to sue any of them with respect to, any and all risks, losses, damages and liabilities whether described in this paragraph or not. 4. Indemnification: Exhibitor shall indemnify, defend (with legal counsel satisfactory to Nielsen), and hold Organizer and the Exhibit Facility harmless from and against any and all claims, demands, suits, liabilities, damages, losses, costs, fees (including attorneys’ fees) and expenses which result from or arise out of or in connection with: (a) Exhibitors’ participation or presence at the Event; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this contract or any other contract, arrangement or agreement; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract or any other contract, arrangement or agreement; (d) any violation or infringement (or claim of violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; (f) harm or injury (including death) to Exhibitor; and (g) loss of or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. 5. Limitation of Liability: Under no circumstances shall Organizer or the Exhibit Facility be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not apprised of the possibility of any such lost profits or damages. In no event shall Organizer’s maximum liability under any circumstance exceed the amount actually paid to Nielsen by Exhibitor for exhibit space rental pursuant to this contract. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matter. Management may employ reputable guards during the course of the exhibition to regulate the flow of attendees at the Event. These guards are not security guards. Neither Organizer, nor the owners or lessors of the Event Facility, shall assume any responsibility for Exhibitor’s personal or other property. As a condition of exhibiting at the Event, Exhibitor shall insure its property against damage, loss and theft. 6. Qualifications of Exhibitor: Nielsen, in its sole discretion, determines whether a prospective exhibitor is eligible to participate in the Event. Eligibility is generally limited to persons or firms that supply products and services to the SPECIFIED outdoor industry. Applicants may be required to submit a description of the nature of their business and the items to be exhibited. Nielsen reserves the right to restrict or remove any exhibit that Nielsen, in its sole discretion, believes is objectionable or inappropriate. 7. Assignment of Space: Exhibit space shall be assigned by Nielsen in its sole discretion for the Event and for the Event Dates only. That assignment does not imply that similar space will be assigned for future Events. Nielsen reserves the right to change the floorplan or to move an Exhibitor to another booth location prior to or during the Event for any or no reason. 8. Booth Placements: Nielsen will attempt to honor all booth placements based on the previous Event if application and payment are made within stipulated time limit. However, Nielsen reserves the right to make alternative placement. Offers made as to location of space are current policy and not a guarantee. Nielsen shall be the final authority in assigning space. Nielsen may refuse acceptance of any contract for any or no reason. Nielsen reserves the right to determine the eligibility of any company or product for inclusion in the Event. No exhibitor shall exhibit or permit to be exhibited in the space allocated to it any merchandise other than that specified in its application. Nielsen further reserves the right to add, alter or delete from the Event’s floorplan at any time in its sole discretion. 9. Cancellation by Exhibitor: If Exhibitor desires to cancel this contract, Exhibitor may only do so by giving notice thereof in writing sent to Nielsen with evidence of receipt. In such case, Exhibitor will continue to be liable for 100% of the total exhibit fee unless the written notice of cancellation is received by Nielsen no later than April 16, 2008. If written notice of cancellation is received between January 10, 2008 and April 16, 2008, Exhibitor will be liable for 50% of the total exhibit fee. All cancellations prior to January 10, 2008 will be liable for 25% of the total exhibit fee. Because these dates are related to the Event Dates and not to the date of this contract, these dates shall apply regardless of the date on which this contract is executed. This amount is considered to be liquidated and agreed upon damages, for the damages Nielsen will suffer as a result of Exhibitor’s cancellation. This provision for liquidated and agreed upon damages is a bona fide provision and not a penalty. The parties understand that the withdrawal of the space reserved from availability at a time when other parties would be interested in applying for it, will cause the Organizer to sustain damages. In this situation, the Organizer’s damages will be substantial, but they will not be capable of determination with mathematical precision. Therefore, the provisions for liquidated and agreed upon damages have been incorporated into this Agreement as a valid pre-estimate of these damages. The date of cancellation shall be the date Nielsen receives the notice. Nielsen reserves the right to treat Exhibitor’s downsizing of booth space as cancellation of the original contract and an offer to purchase new booth space. Exhibitor may be required to move to a new location if it requests a downsizing of space. 10. Cancellation by Nielsen: If Exhibitor fails to make a payment required by this contract in a timely manner, Nielsen may terminate this contract (and Exhibitor’s participation in the Event) without further notice and without obligation to refund any monies previously paid. Nielsen reserves the right to refuse Exhibitor permission to move-in and set-up an exhibit if Exhibitor is in arrears of any payment due to Organizer. Nielsen is expressly authorized (but has no obligation) to occupy or dispose of any space vacated or made available because of action taken under this paragraph in any manner it desires, and without releasing Exhibitor from any liability hereunder. Nielsen may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under this contract or any other contract or arrangement with Organizer, without any obligation on Nielsen’s part to refund any payments previously made and without releasing Exhibitor from any liability arising as result of or in connection with such breach. If Nielsen removes or restricts an exhibit that Nielsen considers to be objectionable or inappropriate, no refund will be due to Exhibitor. 11. Cancellation of the Event: If Nielsen cancels the Event due to circumstances beyond the reasonable control of Nielsen (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility), Nielsen shall refund to Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred by Organizer, in full satisfaction of all liabilities of Organizer to Exhibitor. Nielsen reserves the right to cancel, rename or relocate the Event or change the Event Dates. If Nielsen changes the name of the Event, relocates the Event to another event facility within the same city, or changes the Event Dates to dates that are not more than 30 days earlier or 30 days later, no refund will be due to Exhibitor, but Nielsen shall assign to Exhibitor, in lieu of the original space, other space as Nielsen deems appropria http://HealthandFitnessBiz.com
Table of Contents Feed for the Digital Edition of Health + Fitness Business Sales Kit 2008 Welcome Who Attends HFB? TotalReachTM Packages Digital Marketing Solutions Sponsorship Opportunities 07 Retail Businesses in Attendance Show Schedule Contacts 2008 Updates & Statistics 2008 Health + Fitness Business Exhibit Space Contract 2008 Health + Fitness Business Listings and Product Categories 2008 Company Information Form 2008 TotalReach Packages Health + Fitness Business Sales Kit 2008 Health + Fitness Business Sales Kit 2008 - (Page 1) Health + Fitness Business Sales Kit 2008 - Welcome (Page 2) Health + Fitness Business Sales Kit 2008 - Who Attends HFB? (Page 3) Health + Fitness Business Sales Kit 2008 - TotalReachTM Packages (Page 4) Health + Fitness Business Sales Kit 2008 - TotalReachTM Packages (Page 5) Health + Fitness Business Sales Kit 2008 - TotalReachTM Packages (Page 6) Health + Fitness Business Sales Kit 2008 - Digital Marketing Solutions (Page 7) Health + Fitness Business Sales Kit 2008 - Sponsorship Opportunities (Page 8) Health + Fitness Business Sales Kit 2008 - 07 Retail Businesses in Attendance (Page 9) Health + Fitness Business Sales Kit 2008 - Show Schedule (Page 10) Health + Fitness Business Sales Kit 2008 - Contacts (Page 11) Health + Fitness Business Sales Kit 2008 - 2008 Updates & Statistics (Page 12) Health + Fitness Business Sales Kit 2008 - 2008 Health + Fitness Business Exhibit Space Contract (Page 13) Health + Fitness Business Sales Kit 2008 - 2008 Health + Fitness Business Exhibit Space Contract (Page 14) Health + Fitness Business Sales Kit 2008 - 2008 Health + Fitness Business Listings and Product Categories (Page 15) Health + Fitness Business Sales Kit 2008 - 2008 Company Information Form (Page 16) Health + Fitness Business Sales Kit 2008 - 2008 TotalReach Packages (Page 17)
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