Exhibitor hereby agrees to be bound by these Exhibition Rules and Regulations that are included as part of the Agreement for exhibit space. NPMA reserves the right to render all interpretations and decisions, should questions arise, and to change or establish further rules and regulations as it may deem necessary in NPMA’s sole discretion. Exhibitor further agrees to adhere to and be bound by
Space Assignments: NPMA shall use its best efforts to locate the Booth in one of the locations designated by Exhibitor on the front side hereof, to provide physical separation of the Booth from the Booths of those competitors from whom Exhibitor has requested such separation on the front side hereof. Notwithstanding the above, NPMA reserves the right to change location assignments at any time, as it may in its sole discretion deem necessary.
Payment: Exhibitors that are an adjunct or subsidiary of member companies, but are not members of NPMA shall pay the non-member exhibit rates. If full payment is not received by June 1, 2020 — NPMA reserves the right to release its space and put up for resale.
Hospitality Suites and Special Events: Hospitality suites and special event space at the headquarters hotel will be registered to the Exhibitors and event sponsors. Hospitality Suites and special events shall not be open during regularly scheduled hours of meetings, exhibits, or other PestWorld functions.
Exclusion: NPMA shall have the right to exclude or to require modifications of any display or demonstrations, which in its sole discretion, it considers unsuitable to or not in keeping with the character of the Exposition. NPMA shall have the right to prohibit the use of amplifying equipment or music, which, in its sole discretion, it considers objectionable. No copyrighted music, video or other recordings may be played at any time unless properly licensed and approved in advance by NPMA. NPMA shall have the right to demand modifications of the appearance or dress of persons or mannequins used in connection with displays or demonstrations.
Assignments and Sublease: Exhibitor shall not sub-let the Booth assigned by NPMA nor shall Exhibitor assign this Lease in whole or in part.
Liability and Insurance: This agreement shall not constitute or be considered a partnership, employer-employee relationships, joint venture or agency between NPMA, managers or owners of said facility and Exhibitor. Exhibitor hereby agrees to and does indemnify, hold harmless and defend NPMA, managers or owners of said facility from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever (including but limited to cost, interest and attorney’s fees) which NPMA, managers or owners of said facility may incur, suffer, be put to, pay or be required to pay incident to arise directly or indirectly from any intentional or negligent act or omission by Exhibitor or any of its employees, servants, or agents. Exhibitor further agrees that NPMA, managers or owners of said facility and its respective agents and employees shall not be responsible, in any way, for (i) damage, loss or destruction of any property of Exhibitor or (ii) injury to Exhibitor or its representatives, agency, employees, licensees or invitees.
Exhibitors are advised to obtain insurance policies covering the transportation of exhibit materials to the Exposition, during the Exposition, and return. Exhibitors must also have public liability, bodily injury and property damage insurance with limits of at least $1 million. Such insurance shall name NPMA and the facility as additional insureds. Upon request, Exhibitor shall provide a certificate of insurance to NPMA or may be barred from the Exposition. Exhibitors are also advised to consider purchasing event cancellation insurance to protect against any losses in connection with the Force Majeure clause below.
Protection from Disputes and Litigation: Notwithstanding any other provision of this Agreement, Exhibitors that are currently, or have previously been, involved in claims or litigation against each other, shall not involve NPMA and its respective employees, agents and representatives in any manner in their dispute, regardless of the factual or legal basis upon which the existence of such liability is asserted. Any Exhibitor that does so shall be responsible for all costs incurred by NPMA in defending against such involvement or action, including reasonable legal fees and expenses. NPMA will not eject, cancel, or remove an exhibitor from their contracted space due to current legal disputes or litigation, unless presented with legally binding documentation evidencing a decision has been made in a court of law (and the exhibitor seeking such action shall agree in advance to pay NPMA’s legal costs for such review as well as indemnify and hold NPMA harmless from any claim by the exhibitor against which action is requested). When asked, NPMA will make every effort to relocate competing or conflicting parties to locations in the hall away from the each other’s location.
Cancellation or Postponement of Exposition for Force Majeure: Performance by either party is subject to acts of God, war, government regulation, disasters, fires, disease, strikes, terrorism or threats of terrorism, civil disorders, curtailment of transportation facilities preventing or unreasonably delaying at least 25% of attendees and guests from attending the Exposition, or other similar causes, including emergency and non-emergency conditions, beyond the control of the parties making it inadvisable, illegal, impossible, or commercially impractical to hold the Exposition, for the facility to provide the exhibition and related facilities and/or services for the Exposition, or for either party to fully perform the material terms of the Agreement. NPMA shall have the sole discretion to decide whether such a Force Majeure situation exists or is anticipated. In the event that NPMA cancels the Exposition, the obligations of the parties under this Agreement shall be automatically terminated and all rental payments made under this Lease shall be refunded to Exhibitor, less a pro-rata share of expenses actually incurred by NPMA in connection with the Exposition.
Handling and Storage: NPMA and the owners or managers of the facility where the Exposition is to be held shall not accept or store display materials or empty crates and Exhibitor shall make its own arrangement for shipment, delivery, receipt and storage of such materials and empty crates. Such arrangement may be made through the Official Drayer if desired, and Exhibitor shall in any event provide the Official Drayer with copies of all bills of lading. All shipments and deliveries to the Exposition shall be prepaid. Exhibitor shall not incur any obligation to the Official Drayer merely by reason of providing copies of any bill of lading hereunder.
Cancellation of Contract: Cancellations by the exhibitor of booth space contracts must be received in writing. Cancellations received before June 1, 2020, will be refunded, less a cancellation and processing fee of Five Hundred Dollars ($500.00) per one hundred (100) square feet of space rented. No refund will be made of the deposit and subsequent payment if notice of cancellation is after June 1, 2020.
Security: NPMA shall provide twenty-four (24) hour guard service throughout the installation of exhibits and booths, closed hours, and dismantling of exhibits and booths. Please note, this is perimeter security only. Exhibitor is still responsible for their equipment and materials.
Entire Agreement: This instrument contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any representations or modifications concerning this instrument shall be of no force or effect excepting a subsequent modification in writing signed by the parties hereto.
Partial Invalidity: If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Captions: All captions as to contents of the particular provisions hereof are intended for convenience of reference only and are not to be considered in construing this instrument.
Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.
Facility Hold Harmless Clause: In addition to all other provisions of this Agreement, “Exhibitor assumes entire responsibility and hereby agrees to protect, indemnify, defend, and save harmless the Gaylord Opryland Resort & Convention Center and their respective partners, directors, officers, employees and agents “the Indemnity” against all claims, losses and damages to persons or property, governmental charges or fines and attorney’s fees arising out of or caused by Exhibitor’s installation, removal maintenance, or occupancy or use of the exhibition premises or part thereof, excluding any such liability caused by the sole negligence of the indemnities. In addition, Exhibitor acknowledges that neither, the Gaylord Opryland or any of the other Indemnities maintain insurance covering Exhibitor’s property and that it is the sole responsibility of the Exhibitor to obtain business interruption and property damage insurance covering such losses of Exhibitor.”
Use of Space: Vendors may use exhibit booths provided they can be accommodated within their individual exhibit space and do not violate fire safety laws. Exhibits must be constructed so as not to obstruct the general view or the view of neighboring exhibits. Interference with the lighting and space of other exhibitors is prohibited. The NPMA reserves the right to restrict exhibits that, because of method of operation, materials, or for any reason, become objectionable. All sound equipment must be regulated so that it does not disturb neighboring exhibits or the conference sessions. The NPMA reserves the right to determine at what point sound constitutes interference with others and must be discontinued. Due to licensing and copyright regulations by ASCAP/BMI regarding music at public meetings, conventions and shows, exhibitors may not play music during the exhibition, either live or recorded. Attendants, models, and other employees and representatives of Exhibitor must confine their activities to the contracted exhibit space. All solicitation, demonstration and other promotional activities (including mascots/ characters/hired entertainment) must be confined to the limits of the contracted exhibit space. NPMA reserves the right to remove exhibit personnel or remove an exhibitor from their contracted space without a refund and may affect the exhibitor’s status in future booth space drawings if an exhibitor is in violation of the above conduct guidelines. Exhibitor personnel and representatives may not enter the exhibit space or loiter in the area of another exhibitor without permission from that exhibitor, and at no time may anyone enter an exhibit space that is not staffed. Violators may be ejected from the Show. Exhibitor shall not photograph or video an exhibit or product of another exhibitor unless such photography or videography is approved in writing by the other exhibitor or NPMA. Booths must be staffed during all Show hours. No area of the Facility shall be used for any improper, immoral, illegal or objectionable purpose.
Buyer Activities: Exhibitors are not permitted to host or sponsor any event off the Show floor that attracts buyers during exhibit hours unless such event is approved in writing by NPMA.
Outboarding: “Outboarding” occurs when a company that is eligible to exhibit at the Show does not exhibit, but hosts buyers at a venue away from the Show during set-up days or Show days. Companies that engage in outboarding may be prohibited from exhibiting at the Show for one to three years as determined by the NPMA and may be subject to loss of seniority points. Registration credentials will not be issued to any employee of a company prohibited from exhibiting due to outboarding.
Professional Conduct and Attire: Exhibitors should adhere to professional standards of behavior. All Exhibitor personnel and their contractors must wear appropriate apparel at all times. This requirement prohibits, among other items, bathing suits, thongs, lingerie, excessively short skirts, painted bodies and transparent apparel. NPMA reserves the right to make determinations on appropriate apparel. Business or business casual attire is recommended. Exhibitors who are uncertain with regard to compliance with the appropriate apparel and entertainment regulations are encouraged to consult with NPMA in advance of the Show.
Character of Display: Any materials not in keeping with the character and standards of the NPMA may not be distributed or utilized by any exhibitor. The NPMA reserves the right to prohibit or evict any exhibit that, in the opinion of the NPMA, detracts from the general character of the exhibition as a whole. This reservation includes persons, things, conduct, printed matter or anything of a character that the NPMA finds objectionable. In the event of such restriction or eviction, the NPMA and its employees and agents shall not be liable for any refunds of rentals or other exhibit expenses.
Care of Exhibitor Space: Exhibitor must keep their booth clean, manned, and in good order. Exhibitor must leave their booth space in good order after the booth has been dismantled at the close of the show, and shall break down and dispose of all cardboard boxes and refuse. If an exhibitor fails to dispose of cardboard boxes and refuse, exhibitor shall incur a mandatory clean-up fee of $50.
Damages: Exhibitor is liable for any damage caused to the building floors, walls, curtains, drapes, standard booth equipment, or another exhibitor’s property.
Unoccupied Space: If exhibitor fails to occupy space contracted by the opening of the show or fails to comply in any other respect with the terms of this agreement without prior permission from NPMA, then NPMA shall have the right to use such space in any manner without releasing exhibitor from paying the sum agreed upon in the exhibitor contract.
Exhibitors are accepted at the sole discretion of NPMA staff. Exhibitors shall not indicate or imply any endorsement by NPMA or its officials.