and Next Level Fairs and Art Palm Beach (hereinafter referred to as “APB”). 

The terms and conditions of this Agreement (and any addenda attached hereto) shall be the terms and conditions applicable to Exhibitor’s lease of booth space at the Exhibition from APB.  The exhibition will be located in Palm Beach County during the dates of January 16 - January 20, 2019 and/or such January dates as may be modified or rescheduled for the same fair by APB by November 1, 2018. The terms and conditions of this Agreement shall also cover any additional days required for Exhibitor to move-in and move-out of the booth space at the Exhibition. Now therefore, in consideration of the terms and conditions contained herein, and other valuable consideration, the receipt of which each party acknowledges, Exhibitor and APB agree as follows:

1. APB strictly relies on all representations made by the Exhibitor in the fair Application/Agreement as well as adherence to all Rules and Regulations which are part of this Agreement.  If representations are incorrect or untruthful or Exhibitor fails to observe the Rules and Regulations contained herein, APB reserves the right to immediately terminate this contract without refund and/or further obligation to the Exhibitor.

2. Exhibitor hereby leases the booth space at the rental price (both subject to adjustment as stated herein) described on page 1 of the Agreement, exclusive of applicable state and local taxes, plus decoration, cooperative advertising charges and other costs and charges as set forth below, all of which additional costs and charges shall be invoiced directly to Exhibitor and considered to be additional rent due to APB hereunder. All payments made pursuant to this Agreement shall be made exclusively in US currency. Payments made hereunder may be made by cash, credit card, check drawn on a US bank or bank wire transfer.

3. APB does not guarantee specific booth placements, booth configuration or booth square footage. APB reserves the right to make changes in booth assignments, booth placements, booth square footage and/or booth configuration within the Exhibition at its sole discretion at any time. The design and placement of booths shall be controlled and approved by APB exclusively, in its sole discretion. Furthermore, APB does not represent warrant or guarantee the final square footage of any booth space leased hereunder, it being expressly understood by Exhibitor the actual square footage of a booth leased hereunder shall be unknown until a final floor plan is received by APB. Should the final floor plan received by APB(depicting the actual booth size to be leased to Exhibitor) differ from the approximate booth square footage stated herein, the final floor plan shall control and same shall be deemed to amend and supplement this Agreement so that the square footage of the booth size depicted in the final floor plan shall replace the approximate square footage stated herein, and the rental payments hereunder will be adjusted accordingly.

4. The balance of the rental price (i.e. less the deposit already received by APB) shall be paid by Exhibitor in equal installments Aug 1, 2018; September 1, 2018 and November 1, 2018.  Any additional charges, such as decor and lighting, will be due on December 1, 2018. In the event Exhibitor fails to make any such scheduled payments and/or if any payment due hereunder is delinquent more than five (5) calendar days past the due date, the Exhibitor’s booth location may be assigned to a non-preferential area or any other area at the sole discretion of IFAE and any early booking discount is lost and the booth rental price will revert to the standard price of $58 per square foot.  Unless payment is received by due date by wire or check, Exhibitor hereby authorizes payments as due above to be charged when payments are due to the credit card furnished with this application or on file with APB with the 3% service fee added to the installment due. 

5. In the event that Exhibitor fails to make rental payments as agreed herein or breaches any term or condition contained herein, Exhibitor shall be in default hereunder, and APB shall have the right to retain Exhibitor’s deposit and all other monies paid hereunder, and reserves any other remedies it may have in law or in equity with respect to any default by Exhibitor hereunder. In the event of default by Exhibitor, APB shall have the right, but not the obligation, to lease the subject booth space to another exhibitor prior to the Exhibition. In the event IFAE is unable to lease all of the defaulting Exhibitor’s booth space, Exhibitor shall remain liable for the full balance due under the terms of this Agreement, including any APB cooperative advertising fees, lighting and decorating fees, together will all costs of collection, including but not limited to, all reasonable attorneys’ fees, court costs and interest. In addition to any other defaults enumerated herein, Exhibitor shall be in default hereunder if Exhibitor fails to observe or perform any of the other terms, covenants and conditions of this Agreement (or any other supplemental documents incorporated herein such as the Exhibitor Manual as referenced below) and such default shall continue for more than fifteen (15) days after written notice from APB to Exhibitor. Exhibitor shall have ten (10) days after written notice from APB to cure any monetary default. APB shall have all remedies available to APB at law and in equity in the event of Exhibitor’s default under this Agreement, which remedies are cumulative and not mutually exclusive, including, but not limited to, the right of acceleration. In the event of such default, APB may recover from Exhibitor damages computed in accordance with the following formula, in addition to its other remedies: (a) any unpaid rent and other sums due under this Agreement which have been earned at the time of such default or termination; plus (b) the unpaid rent and other sums due under this Agreement for the balance of the term after the time of default; plus (c) any other amount necessary to compensate APB for all the detriment proximately caused by Exhibitor’s failure to perform its obligation under this Agreement or which in the ordinary course of things would be likely to result therefrom, including, attorneys’ fees and costs; plus (d) at APB’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of Florida; plus (e) interest thereon at eighteen percent (18%) per annum.                                                   

6. Representations: APB makes no representations or warrantees, other than contained herein, as to past or expected event attendance, past or expected exhibitor sales, specific promotional activities, or in reference to special events which may be scheduled as be part of any show. Exhibitors acknowledges that it has had sufficient time to review APB’s past performance as a show organizer in making their decision as to participation in the event contracted herein.

7. Exhibitor agrees to abide by the aesthetic standards set forth by APB or as determined or promulgated by the organizers of the Exhibition, and Exhibitor agrees to be bound by all rules, regulations, terms and conditions contained in the Exhibitor’s Manual, to be supplied to Exhibitor after this Agreement has been executed by APB and Exhibitor.

8. This Agreement when signed by Exhibitor shall constitute an agreement for exhibit space in APB but only when duly countersigned by APB or its agents and representatives. It is subject to review and approval by APB or its agents and representatives who reserve the right to reject any application for any reason. All applications will be accepted only in writing by APB and such decisions are at the sole discretion of APB. There exists no obligation by APB to any applicant until a completely executed Agreement has been signed by both the Exhibitor and APB. 

9. Walls, lighting, fair design, labor, etc., are all furnished by APB to guarantee uniformity of overall design of the Exhibition. The booth will be integrated into the overall design of the Exhibition.

10. Included in the rental price of the booth shall be: 12’-high hardwall dividers as per fair regulations and standard allocations and exhibitor signs. Extra wall, special walls, walls higher than 12’, custom flooring, booth trim, miscellaneous electrical services, additional signage, furniture, custom drapery, shelving, closets, sculpture pedestals, sculpture drayage and labor furnished for exhibitor-supplied materials are available at additional charge. Prices are outlined in the electronic Exhibitor Information. 

11. All Exhibitors displaying jewelry should verify requirements regarding individual booth security with their product liability insurer. All Exhibitors displaying jewelry are required by APB to order a safe for their booth. Details of safe procurement for the Exhibition are set forth in the Exhibitor Manual, which shall be provided under separate cover to Exhibitor as aforesaid. All individual booth security must be arranged through APB operations department. All fees associated with individual booth security are the sole responsibility of each Exhibitor.

12. Exhibitors in APB will be vetted. Exhibitor agrees to abide by all vetting rules as may be set forth by APB and the subsequent decisions of the Vetting Committee with regard to all proposed exhibitions at APB. 

13. The liability of APB for failure to perform its obligations under this Agreement is limited to a refund of the Exhibitor’s deposits paid hereunder. In the event APB shall be in default hereunder in any respect, such default shall not give rise to any rights or remedies in Exhibitor unless and until such default shall continue for more than thirty (30) days after APB’s actual receipt of written notice thereof from Exhibitor (or, as to defaults not susceptible of being cured within such thirty-day period, Next Level Fairs fails to commence the cure thereof within such period and thereafter diligently prosecute the same to completion). Further, if APB is delayed or prevented from performing any of its obligations under this Agreement by reason of strike,  labor troubles, governmental action or governmental prohibition or any cause whatsoever beyond APB’s control, the period of such delay or such prevention shall be deemed added to the time herein provided for the performance of any such obligation by APB, in its sole discretion, may cancel this Agreement and the parties hereto shall be released of all further obligations and liabilities each may have to the other. 

14. Neither APB, nor the lessor of the Exhibition facility, will accept any responsibility for the well-being of any art and materials consigned to or in the possession of any Exhibitor during the Exhibition. The Exhibitor waives any and all claims against APB, its contractors, agents, employees, invitees and licensees and the lessor of the Exhibition facility for loss, theft, damage, or destruction by fire, water or otherwise, or delay in delivery or handling of any artwork, crates, packing materials, or any other items of Exhibitor, on the Exhibition premises at any time as well as for injury to itself, its agents, servants and/or employees while on the Exhibition premises, and for any damage of any nature including damage to its business by reason of the failure to provide booth space for its exhibit or for any failure to hold the Exhibition as scheduled. All Exhibitor’s personal property of every kind of description which may at any time be in the booth space or on the Exhibition premises shall be at Exhibitor’s sole risk, or at the risk of those claiming under Exhibitor, and APB shall not be liable for any damage to said property or loss suffered by the business or occupation of Exhibitor caused in any manner whatsoever, including theft. APB shall not be liable for any such injury or damage caused by other exhibitors or any other person(s) either on the Exhibition premises or elsewhere. APB shall not be liable for any latent defect in construction. APB shall not be responsible for damage or loss of property of Exhibitor kept or stored on the Exhibition premises no matter how caused.

15. Exhibitor agrees to indemnify and hold APB, its employees, agents, invitees, licensees and contractors, and the lessor of the Exhibition facility, harmless for any claims arising out of negligence of Exhibitor, its agents, or employees. Exhibitor must remain with all artwork and other items, and/or their freight, until the designated shipper has removed same from the Exhibition premises. In addition to the foregoing, Exhibitor agrees to indemnify and save APB harmless from and against any and all claims and demands for, or in connection with, any accident, injury or damage whatsoever caused by any person or property arising directly or indirectly, out of the business conducted in or the use and/or occupancy of the Exhibition premises, booth space or any part thereof, or arising directly or indirectly, from any act or omission of Exhibitor or any concessionaire or sub-exhibitor or their respective licensees, servants, agents, employees, contractors or invitees, and from and against any and all cost, expense and liabilities incurred in connection with any such claims and/or proceedings brought thereon. The general liability coverage maintained by Exhibitor pursuant to this Agreement shall specifically insure the contractual obligation of Exhibitor as set forth in this section and/or as provided in this Agreement.

16. Exhibitor must carry worker’s compensation, commercial general liability, personal injury and blanket contractual liability insurance at limits of at least $1,000,000 per occurrence and $2,000,000 per aggregate. These coverages must be evidenced by a certificate of insurance with a 30-day notice of cancellation provision to the insured and naming APB and the Palm Beach County Convention Center as additional insured and to be provided at least thirty (30) days before the proposed Exhibition start date. It is strongly recommended Exhibitor also carry insurance to cover loss, damage, or injury to any property of the Exhibitor or to any of his officers, agents, employees or contractors, whether attributable to accident, fire, theft or any other cause whatsoever. While APB may provide security guards, it is done solely as an accommodation to Exhibitor. Exhibitor expressly agrees to save and hold harmless APB, the lessor of the Exhibition facility, their management, agents, employees, licensees, invitees and contractors from any and all claims, liabilities and losses for injury to persons (including death) or damage to property arising in connection with Exhibitor’s use of the booth space and the Exhibition premises, and in connection with security personnel provided by APB.

17. Exhibitor shall make no assignment or subletting nor shall Exhibitor enter into license or concession agreements or mortgage or hypothecate this Agreement or Exhibitor’s interest in and to the booth space or Exhibition premises or any part thereof or permit any other party to conduct business or manage the booth space or control the operation thereof (hereinafter collectively referred to as “Transfer”), without the prior written consent of APB, which consent may be granted or withheld at IFAE’s sole discretion. Consent by APB to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. Any Transfer by Exhibitor in accordance with this section shall be only for the purpose and use hereinabove specified and for no other purpose, and in no event shall any Transfer release or relieve Exhibitor from any obligations under this Agreement. Any permitted transferee shall assume Exhibitor’s obligations hereunder and shall deliver to APB an assumption agreement in form satisfactory to APB within five (5) days after the effective date of the Transfer. Exhibitor agrees to pay APB’s attorneys’ fees incurred in connection with the review and/or preparation of any documents in connection with any Transfer, and in the event of a Transfer for rentals in excess of those rentals reserved hereunder, Exhibitor shall pay all of such excess rent to APB. Any attempt Transfer without APB’s consent shall not be binding upon APB and shall confer no rights upon any third person.

18. The following additional covenants, terms and conditions are incorporated herein and made a part hereof: Typed or handwritten covenants signed and dated by both parties, terms and conditions contained in this Agreement shall supersede and control over conflicting pre-printed covenants, terms and conditions.

19. All sums of any kinds and character not paid by Exhibitor on their due date shall bear interest at 18% per annum unless otherwise provided specifically to the contrary herein. If all financial obligations are not paid in full by registration date, the Exhibitor will not be permitted on the show floor for setup or exhibition. If APB advances any funds to cure any default by Exhibitor or performs any obligation on behalf of Exhibitor which requires an expenditure, Exhibitor shall be obligated to reimburse APB, immediately upon demand therefore, for all such advances and expenditures, together with an administrative/overhead charge equal to 15% of the amount thereof, plus interest thereon at 18% per annum from the date such funds are advanced or such expenditure is made. Should Exhibitor fail to pay when due any installment of rent or any other sum payable to APB under the terms of this Agreement, then, at APB’s option, a charge equal to five (5%) percent of the amount due shall be imposed to compensate APB for its administrative costs in dealing with such late payment. Unless otherwise expressly provided herein, any consent or approval of APB may be granted or withheld by APB in APB’s reasonable discretion.

20. Regular Price, Cash Discount Price, Credit Card Payments: Prices contracted herein reflect a cash discount of 3%. Payments made by cash, check, or wire transfer are considered cash payments. Regular prices for all contracted space are 103% of the cash price and the regular price may be paid by credit card. The Exhibition reserves the right to accept only credit cards of its designation at any time and/or to terminate acceptance of any and all credit cards for booth payments at any time. Such termination shall have no effect upon the respective party’s financial obligations hereunder. In the event of any dispute, financial or otherwise, the Exhibitor specifically hereby agrees that credit card payments made pursuant to this agreement are not subject to dispute or charge back with the credit card company and that any dispute must be resolved directly with APB in accordance with the legal procedures and remedies set forth herein.

21. Each exhibitor may be required to book a minimum of one hotel room  in any Palm Beach County hotel for the period January 16 -20, 2019 as a condition of fair participation and a further obligation of this agreement. This enables Art Palm Beach to satisfy room night requirements of the Palm Beach County Convention Center. An exhibitor may arrange with another exhibitor booking multiple rooms for this period to assume their individual obligation. Such agreement for transfer of this obligation by an Exhibitor must be approved in writing by Art Palm Beach.

22. Whenever notice shall or may be given to either of the parties by the other, each such notice shall be by registered or certified mail with return receipt requested, at the respective addresses of the parties as contained herein or to such other address as either party may from time to time designate in writing to the other. Any notice under this Agreement delivered by mail shall be deemed to have been given three (3) days after it is placed in the mail with sufficient postage prepaid. This Agreement contains all of the agreements between the parties hereto, supersedes all prior and/or contemporaneous agreements and understandings and it may not be modified in any manner other than by an agreement in writing signed by all the parties hereto or their successors in interest. The terms, covenants, and conditions contained herein shall inure to the benefit of and be binding upon APB and Exhibitor and their respective heirs, personal representatives, successors and assigns, except as may be otherwise expressly provided in the Agreement. Exhibitor acknowledges that neither APB nor any broker has made any representations to or agreements with Exhibitor which are not contained in this Agreement. All obligations of Exhibitor which are or may be intended by their nature to be performed and/or complied with after the expiration or earlier termination of this Agreement shall survive such expiration or termination. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined by a court of competent jurisdiction to be held illegal, invalid or unenforceable, then same shall be deemed deleted from this Agreement as if never included herein; but the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

23. Confidentiality: This Agreement, its terms and conditions, and the discussions, writings and negotiations of the parties hereto prior to the effective date of the Agreement, and the terms and conditions of any addenda prepared in connection with this Agreement (collectively the “Confidential Information”), shall not be disclosed to any third parties for any reason whatsoever and the parties hereto shall keep all Confidential Information and any matters relating to this Agreement, and any addenda prepared in connection with this Agreement confidential and shall not make any disclosures thereof, except for legal, accounting or tax purposes, or as required by law. The barred disclosures referred to in this section include any such disclosures by oral communication, written communication, television, audio, press, wire, internet and all other media. The terms and conditions of this Paragraph shall survive the termination or cancellation of this Agreement. Exhibitor agrees and acknowledges that the Confidential Information, as it exists from time to time, is a valuable, special and unique asset of APB and that the terms and conditions of this Paragraph are reasonable and necessary to protect the legitimate business interests of APB. Exhibitor hereby acknowledges a violation or threatened violation of the terms and conditions of this Paragraph, either by Exhibitor or Exhibitor’s employees, agents and representatives, would cause irreparable injury to APB. Accordingly, Exhibitor acknowledges, consents and agrees that in the event of any such violation or threatened violation, APB shall be entitled to immediately cancel the participation of the exhibitor in the event with forfeiture of all funds paid to date. In addition, the exhibitor agrees to immediately pay the sum of $10,000 to APB in addition to any sums contractually owed as an agreed partial penalty for violation of this confidentiality agreement. It is agreed that APB may commence an action for any preliminary, temporary and permanent injunctive relief and other equitable relief and it shall be entitled to any such relief without the necessity of alleging or providing actual damages, irreparable harm or lack of adequate remedy at law and without posting a bond, and APB shall further be entitled to such other rights and remedies it may have at law or in equity, which rights and remedies shall be cumulative and in addition to any other rights or remedies available to APB.

24. This Agreement is governed solely by the laws of the State of Florida. In the event of any and all litigation arising from this Agreement, the parties hereby agree that the sole venue for all legal action shall lie exclusively in the appropriate Courts of Dade County, Florida. The parties agree to waive trial by jury in any and all litigation arising from this Agreement. In the event of any arbitration or litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in the arbitration and at both trial and appellate levels. The parties have participated jointly in the negotiation and preparation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties intend that each covenant, term and condition contained herein shall have independent significance. If any party has breached any covenant, term or condition contained herein in any respect, the fact that there exists another covenant, term or condition relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first covenant, term or condition. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. APB may, in its sole and absolute discretion, waive any covenant, term or condition or the breach thereof contained herein, however, no covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of APB, and any waiver of the breach of any covenant, term or condition contained herein shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. This Agreement shall bind both APB and Exhibitor and their assigns or successors, and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be. This Agreement shall not take effect and there shall be no obligation by either party unless it is countersigned by APB. It shall be effective on the date countersigned by APB. This Agreement is fully or partially assignable by APB in its sole discretion.

25. Upon acceptance by APB and countersignature of this document, a copy will be returned to the Exhibitor. This Agreement is not subject to cancellation or modification after execution and countersignature, except by mutual written agreement between the parties hereto. Failure of Exhibitor to return a signed Agreement to APB within 30 days of acceptance will result in a forfeiture of the previously furnished application deposit. Exhibitor agrees to be bound unconditionally by the APB rules and regulations as may be set forth by APB in addition to those set out in Addendum A.

26. No Representations and Contractual changes: The parties agree that there are no representations, verbal or written, other than contained herein concerning this agreement or fair participation.  Only conditions outlined in this agreement shall govern the parties and the Exhibitor's participation in the exhibition. Any modification of this agreement in any manner must be in writing and signed by both parties to this agreement.  

By execution of this Agreement, Exhibitor acknowledges and accepts the Rules and Regulations set out in Addendum A and attached hereto. The Exhibitor promises to abide by the Rules and Regulations contained in this Agreement and such further rules and regulations as may be implemented by APB and/or its Dealers’ Advisory Committee governing the terms of the Exhibition. Exhibitor’s use of the booth space and the Exhibition premises shall be subject at all times to those rules and regulations adopted by APB. 

I/We have read this Agreement on behalf of Exhibitor in its entirety, including the Rules and Regulations set out in Addendum A, and as agents of Exhibitor, agree that Exhibitor shall be bound by the terms and conditions herein.