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Non Profit Application Expo Chicago

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					Non-Profit Application
OVERVIEW

EXPO CHICAGO/2012 is offering limited exhibition space to international non-profit organizations. EXPO CHICAGO will work closely
with our non-profit exhibitors to move beyond the static paradigm of the ‘information table’, encouraging a presentation that more
appropriately reflects your core programming, while supporting the organization's marketing, fundraising and membership outreach.

We anticipate that participation in EXPO CHICAGO/2012 will provide our participating non-profit exhibitors unique access to a broad
list of international art dealers, esteemed collectors, prominent curators, global press and arts enthusiasts.

We are grateful for your interest to apply, and we encourage you to provide a project proposal along with your application.

BOOTH COST
$1,500 US Size: 200 square feet | standard light package
$3,000 US Size: 400 square feet | standard light package

PRICING INCLUDES
12’ high hard walls, painted white, lighting as indicated; exhibition catalog; exhibitor passes, VIP materials including
Opening Preview tickets and special event invitations; standard booth signage. Detailed information including order forms,
customizations, furniture, a/v and other options available at exhibitor’s expense provided at a later date upon acceptance.

IMPORTANT DATES 2012
First invoice:                                  Upon Acceptance
Second invoice:                                 June 1, 2012
Third invoice (inclusive of add-ons)            August 15, 2012
Exhibitor Move-in:                              Monday, September 17, 6 am - 12 noon (commercial shipments only)
Exhibitor Set-up:                               Monday, September 17, 12 noon continuing through Wednesday,
                                                September 19, 12 noon when a complete clean-up of show floor begins
Opening Preview:                                Wednesday, September 19, 2 - 8 pm
General Admission:                              Thursday, September 20 - Sunday, September 23
                                                Thursday, 11 am - 7 pm
                                                Friday, 11 am - 7 pm
                                                Saturday, 11 am - 7 pm
                                                Sunday, 12 noon - 6 pm
Exhibitor Move-out:                             Sunday, September 23, 6 pm - 10 pm
                                                Monday, September 24, 8 am - 6 pm



INFORMATION
EXPO CHICAGO/2012
Nicole Berry, Deputy Director
372 West Ontario
Suite 502, 60654
phone: 312.867.9220
fax: 773.345.0774
nberry@expochicago.com
www.expochicago.com
Non-Profit Application
SUMMARY

APPLICATION REQUIREMENTS
EXPO CHICAGO/2012 is open to all non-profit organizations. The number of participating organizations is limited. Decisions on
acceptance are made exclusively by the EXPO CHICAGO team. To apply, please complete the two page application form and
submit via email or mail (email is preferred).

APPLICATION TERMS
The terms applicable for EXPO CHICAGO/2012 are specified in the Regulations, Terms and Conditions pages included in
this document. The properly completed application bearing a legal signature and submitted by the deadline is understood
as an application and confirms no automatic right of acceptance. All applications are subject to written acceptance of
EXPO CHICAGO/2012.

APPLICATION DEADLINE | APRIL 20, 2012

APPLICATION CHECKLIST
H      Completed Application Form (two pages).
H        Brief gallery history.
H        A written proposal for your exhibition. If you are applying with artist film, please include DVD copies of the work.
         Minimum of three (max 10) JPGS of artwork you intend to present. Label all images w/name of artist, title, year
         and gallery.
H        Minimum of five (max 10) JPGS of artwork you intend to present. Label all images w/name of artist, title, year
         and gallery.
H        Further documentation as needed inclusive of extract or complete media artworks on DVD, catalogs, articles and
         supporting materials.
H        Visual documentation of all artists represented by the gallery (minimum 2 JPGS per artist).
H        Biographies and list of exhibitions by all artists represented by the gallery (including dates of birth).
Non-Profit Application
FORM 1


GALLERY NAME (List as it should appear in print materials. Hereinafter referred to as the “Exhibitor”)



OWNER                                                                                                              OWNER EMAIL



DIRECTOR/GALLERY CONTACT                                                                                           EMAIL




YEAR GALLERY OPENED



ADDRESS                                                                                                            CITY, STATE, COUNTRY, ZIP



TELEPHONE                                                                                                          FAX               WEBSITE



BILLING ADDRESS (if different from above)



EXHIBITION FOCUS (CHECK ALL THAT APPLY):

H CONTEMPORARY ART                    H VIDEO
H MODERN ART                          H DESIGN
H PHOTOGRAPHY                         H DIGITAL ART
H EDITIONS                            H OTHER

APPLICATION REQUIREMENTS (ATTACH AS SEPARATE DOCUMENT(S):
BRIEF GALLERY HISTORY, CURRENT ARTIST LIST, EXHIBITION STATEMENT + MINIMUM OF 3 (MAX 10) JPGS OF ARTWORK YOU INTEND TO PRESENT


DESCRIPTION OF PROPOSED EXHIBITION/ARTISTS:




APPLICATION REQUIREMENTS (ATTACH AS SEPARATE DOCUMENT(S):
BRIEF GALLERY HISTORY, EXHIBITION STATEMENT + MINIMUM OF 5 (MAX 10) JPGS OF ARTWORK YOU INTEND TO PRESENT



CLEARLY DEFINED AND DOCUMENTED PROPOSAL FOR EXPOSURE PRESENTATION:




I AM APPLYING FOR NON-PROFIT BOOTH:           H SIZE NP-S (200 SQUARE FEET/18.6M2 WITH 10 LIGHTS)                   US $1,500
                                              H SIZE NP-M (400 SQUARE FEET/37.2M2 WITH 20 LIGHTS)                   US $3,000




                                                                           EXPO CHICAGO 2012             |   372 WEST ONTARIO, #303 | CHICAGO, ILLINOIS 60654 | 773.345.0774 FAX
Non-Profit Application
FORM 2



PAYMENT SCHEDULE
Exhibitor fees are due in three installments, with the first installment due upon acceptance; the second installment due June 1, 2012;
the third installment due August 15, 2012.

BOOTH FEE | METHOD OF PAYMENT

H CHECK


H CREDIT CARD______________________________________________________________________________ EXPIRATION DATE________________ CARD ID____________


H WIRE TRANSFER




H ______________________________________________________________________________________________________________________________________________________________________________




APPLICABLE REGULATIONS
The included Agreement (sometimes referred to hereinafter the as the “Application”), when countersigned by Exhibitor and
Expo Chicago (referred to hereinafter as “EC” or “Management”) becomes a binding contract regarding Exhibitor participation in the art
exposition known as Expo Chicago 2012 (the “Exhibition”). Until this Application is countersigned by EC it remains an offer by Exhibitor
to lease unit(s) at the Exhibition, and such offer will remain open for acceptance by EC until such time as Management receives
written notification from Exhibitor that Exhibitor withdraws the offer. Management makes no guarantee or commitment to Exhibitor
that Exhibitor’s Application will be accepted or that space will be available for Exhibitor at the Exhibition. Exhibitor acknowledges and
understands that the attached EC Regulations, Terms and Conditions are incorporated into this Application as material terms
of the Application, and such Regulations, Terms and Conditions shall become material terms of the contract between Exhibitor
and Management, upon Management accepting Exhibitor’s offer hereunder. By signing and submitting this Application, Exhibitor
acknowledges that he/she has read and understands the attached Regulations, Terms and Conditions, and same are incorporated
herein as material terms of this Agreement.




Gallery Name


Legally Binding Signature                                                                           Date



                                                         RETURN THIS PAGE + APPLICATION TO:
                                                         EXPO CHICAGO/2012
                                                         Nicole Berry, Deputy Director
                                                         372 West Ontario, Suite 502
                                                         Chicago, IL 60654
                                                         phone: 312.867.9220
                                                         fax: 773.345.0774
                                                         nberry@expochicago.com




                                                                   EXPO CHICAGO 2012      |   372 WEST ONTARIO, #303    | CHICAGO, ILLINOIS    60654   | 773.345.0774 FAX
Expo Chicago                                                        discretion at any time. The design, location and place-             of this Agreement (or any other supplemental documents
Regulations, Terms and Conditions                                   ment of Unit(s) shall be controlled and approved by EC              incorporated herein such as the Exhibitor Kit as refer-
This Agreement (sometimes also referred to herein as the            exclusively, in its sole discretion. Furthermore, EC does           enced above) and upon Exhibitor’s default hereunder EC
“Application”) is between the Exhibitor listed on the               not represent warrant or guarantee that the actual dimen-           may immediately terminate this Agreement without written
“Application” page to this Agreement and Expo Chicago,              sions of any Unit(s) will be exact, it being understood that        notice to Exhibitor. Upon such termination, EC may,
an Illinois-based LLC, doing business as Expo Chicago               there may be minor variations in such dimensions.                   among other remedies it may have, remove Exhibitor from
(hereinafter referred to as “EC” or “Management”).                  Should the final floor plan received by EC depicting the            the Exhibition. EC shall have all remedies available to EC
The goals of the art exposition, known as Expo Chicago              actual Unit size to be leased to Exhibitor differ from the          at law and in equity in the event of Exhibitor’s default
(“Exhibition”) to be held Wednesday, September 19 through           approximate Unit square footage or dimensions stated                under this Agreement, which remedies are cumulative and
Sunday, September 23, 2012 at the Navy Pier Festival Hall,          herein, the final floor plan shall control and same shall be        not mutually exclusive. In the event of any such default,
600 East Grand Avenue, Chicago, IL 60611, is the exhibi-            deemed to amend this Agreement so that the dimensions               EC may recover from Exhibitor damages computed in
tion and sale of contemporary art and, design by art                of the Unit size depicted in the final floor plan shall             accordance with the following, in addition to its other
galleries, art dealers and professionals; and to encourage          replace the approximate dimensions stated herein.                   remedies: (a) any unpaid rent and other sums due under
meetings, lectures and interaction between galleries, artists,      5. Aesthetic Standards: Exhibitor agrees to exhibit an              this Agreement which have been earned at the time of
architects, designers, collectors, corporate and museum             appropriate number and quality of artwork, in accordance            such default or termination; plus (b) the unpaid rent and
curators, critical writers, educators and students of the           with the standards generally used by industry profession-           other sums due under this Agreement for the balance of
arts. With these goals in mind, and in consideration of             als. Management reserves the right to reduce the number             the term after the time of default; plus (c) any other
the terms and conditions contained herein, and other valu-          of exhibited artwork if the proposed quantity or quality of         amount necessary to compensate EC for all damages or
able consideration, the receipt of which each party                 the artwork interferes with the general presentation of the         detriment proximately caused by Exhibitor’s failure to
acknowledges, Exhibitor and EC hereby agree as follows:             Exhibition or if the presented works do not correspond to           perform its obligation under this Agreement or which in
1. Lease: This Agreement shall constitute the Exhibitor’s           information provided by Exhibitor on its Application.               the ordinary course of things would be likely to result
lease of booth space (“Unit(s)”) at the Exhibition from             Exhibitor agrees to abide by the aesthetic standards set            therefrom, including, attorneys’ fees and costs; plus (d) at
September 16, 2012 on or after 8:00 a.m., through                   forth by EC or as determined or promulgated by the or-              EC’s election, such other amounts in addition to or in lieu
September 24, 2012, no later than 6:00 p.m. Exhibitor               ganizers of the Exhibition, and agrees to be bound by all           of the foregoing as may be permitted from time to time by
hereby leases one or more Units as indicated on the                 rules, regulations, terms and conditions as promulgated             the laws of the State of Illinois; plus (e) interest on a per
Application page of this Agreement) from EC. The rental             by EC from time to time in connection with the Exhibition.          annum basis thereon at the highest lawful rate under law;
of each Unit shall include:                                         6. Alterations: Painting or other alterations of Exhibition         and (f) EC’s reasonable attorney’s fees and costs of
   • Floor space as indicated                                       space must have Management’s written approval in                    collection.
   • 12’ high back and side walls; painted white                    advance, be coordinated with the appropriate service                10. Force Majeure: EC may change the location, dates
   • General publicity of the Exhibition                            provider, and paid for by Exhibitor.                                and times of the Exhibition at any time and shall provide
   • Two general Unit signs per Exhibitor                           7. Catalog: Exhibitor shall be listed in the catalog of the         Exhibitor with written notice of such changes. In the event
   • Exhibitor and VIP passes as indicated                          Exhibition.                                                         that Management for any reason is prevented from hold-
   • Standard lighting package as indicated.                        8. Freight and Shipping: All freight arriving at the                ing the Exhibition, or if the Exhibition facility or any part
The Unit space leased to Exhibitor must be returned in              Exhibition via commercial or common carrier must be                 thereof shall be destroyed or damaged by fire casualty,
the same condition as delivered; loss or damage to those            palletized or crated allowing for transfer via forklift. (a)        Act of God, or other cause; or if by reason of government
facilities will be the Exhibitor’s sole responsibility. The         Freight arriving via common carrier that is loose-loaded will       restriction the use of said Exhibition facility or the produc-
rental price is exclusive of applicable state and local             be unloaded on an hourly basis. (b) All freight arriving via        tion of the Exhibition is prevented, the Exhibitor waives
taxes, costs for upgrades, optional services and addi-              common carrier on pallets will be unloaded on a per pallet          any claim for damages or compensation which might arise
tional facilities, and other costs and charges as set forth         charge. c) Charges for unloading will be billed to                  by reason thereof. Further, if EC is delayed or prevented
herein. All such costs shall be considered rent hereunder.          Exhibitor’s credit card. (d) Exhibitor shall comply with all        from performing any of its obligations under this Agree-
Exhibitors will provide a credit card to EC against which           instructions (written or verbal), directives, rules, regulations,   ment by reason of strike or labor troubles or any cause
the additional costs will be charged. Optional services             standards or protocols (collectively “Shipping Instructions”)       whatsoever beyond EC’s control, the period of such delay
and facilities include doors, additional walls, telephone,          given by or promulgated by EC regarding the shipping and            or such prevention shall be deemed added to the time
furniture and additional or upgraded lighting. Exhibitor            transportation of freight to and from the Exhibition.               herein provided for the performance of any such obliga-
agrees to pay all additional costs, charges and fees as             (e) Exhibitor shall be solely responsible for ensuring that its     tion by EC, or EC, in its sole discretion, may cancel this
directed by EC, either directly to EC or to any third party         common carrier(s), shipper(s) and/or freight forwarder(s)           Agreement and the parties hereto shall be released of all
designated by EC.                                                   (collectively the “Shippers”) comply with EC’s shipping             further obligations and liabilities each may have to the
2. Acceptance: The “Application” page of this Agreement             instructions. (f) Exhibitor must remain with all artwork and        other.
signed by Exhibitor constitutes an offer by Exhibitor to            other items, and/or their freight, until the designated Ship-       11. Exhibitor’s Expenses: The Exhibitor assumes full
lease one or more Units from EC. This Agreement will                per has removed same from the Exhibition premises. (g)              responsibility for the payment of the total expenses
become a binding contract between Exhibitor and EC only             Exhibitor agrees to indemnify, defend and hold EC, its              incurred by Exhibitor, its management or by third parties
when EC countersigns and returns the Agreement by                   employees, agents, invitees, licensees and contractors,             in connection with the operation of its Unit(s).
facsimile, e-mail or U.S. mail to Exhibitor, its agents or          and the owner and operator of Exhibition facility, harmless         12. Taxes: It is not the responsibility of EC to advise ex-
representatives. Until such time as EC countersigns and             for any claims arising out of the actions of Exhibitor’s            hibitors of requirements or obligations to pay any city, state or
returns this Agreement to Exhibitor, this Agreement                 Shippers. (h) EC shall have the right to refuse access to the       local taxes, and Exhibitor shall be solely responsible for any
shall remain an open offer by Exhibitor to lease the                Exhibition, or remove from the Exhibition premises, any             such payments. Notwithstanding the foregoing, EC may, at its
Unit(s) and such offer can only be revoked or rescinded             Shipper that is not approved by EC or does not follow the           discretion, separately identify in billing statements any sales,
by Exhibitor upon written notice delivered to EC prior to           Shipping Instructions. (i) A failure of Exhibitor’s Shipper(s)      license, occupancy or other taxes or charges levied by the
EC’s written acceptance of such offer. There exists no              to observe or follow any Shipping Instructions shall be             authority of the state, city, or other governmental unit having
obligation by EC to Exhibitor until a completely executed           deemed a material non-curable breach of this Agreement,             jurisdiction at the site of the Exhibition, and Exhibitor shall be
Agreement has been signed by both the Exhibitor and EC.             entitling to EC all remedies hereunder and at law.                  responsible for the payment of all such amounts upon receipt
Upon acceptance of the Application, Exhibitor will be notified      9. Default: In the event that Exhibitor fails to make any           of such billing statements. If Exhibitor is tax exempt, Exhibitor
in writing and will receive separately via email an Exhibitor Kit   payment as agreed herein or breaches any term or                    must provide Management with taxpayer exemption number
which provides for Unit allocation and order forms for              condition contained herein, Exhibitor shall be in default           in its Application.
upgrades, options and additional services and facilities at the     hereunder, and EC shall have the right to retain Exhibitor’s        13. Limitation of Liability: The liability of EC for failure to
Exhibition, which terms are made a part of this Agreement.          deposit and all other monies paid hereunder. EC shall               perform its obligations under this Agreement is limited to
3. Payment: The balance of rental price (i.e. less the              have the right to accelerate and collect all sums due but           a refund of the amounts paid hereunder by Exhibitor for
deposit already received by EC) shall be paid by Exhibitor          not yet paid hereunder, including all rental installment            rent. In the event EC shall be in default hereunder in any
in three installments, the first of which is due upon accept-       payments. In the event of a default by Exhibitor, EC shall          respect, such default shall not give rise to any rights or
ance; the second due June 1, 2012; and the final payment            have the right, but not the obligation, to lease the subject        remedies in Exhibitor unless and until such default shall
due on or before August 15, 2012. All payments made pur-            Unit space(s) to another Exhibitor prior to the Exhibition.         continue for more than thirty (30) days after EC’s actual
suant to this Agreement shall be made exclusively in U.S.           In the event EC is unable to lease all of the defaulting            receipt of written notice thereof from Exhibitor (or, as to
currency. If Exhibitor fails to pay any sums when due,              Exhibitor’s Unit space(s), Exhibitor shall remain liable for        defaults not susceptible of being cured within such 30
Management has the option to declare all sums owed under            the full balance due under the terms of this Agreement,             day period, EC fails to commence the cure thereof within
this Agreement immediately due and payable. Payments must           including any EC catalog and advertising fees, any other            such period and thereafter diligently prosecute the same
be made by cash, credit card, check drawn on a U.S. bank, or        costs and charges due hereunder, together with all costs            to completion). Management, its officers and directors, or
bank wire transfer.                                                 of collection incurred by EC, including but not limited to,         the owner and operator of the Exhibition facility, shall not
4. Design and Placement: EC does not guarantee                      all reasonable attorneys’ fees and court costs. In addition         be liable to the Exhibitor, its employees, or representa-
specific Unit placement or location in the Exhibition and           to any other defaults enumerated herein, Exhibitor shall            tives, or any other person for injury, damage, or loss of
reserves the right to make changes in Unit placement,               be in default hereunder if Exhibitor fails to observe and           any kind whatsoever, arising from any cause whatsoever,
configuration and location within the Exhibition at its sole        perform any of the other terms, covenants and conditions            or arising in connection with this Agreement or the Exhibition.
14. Risk of Loss: Exhibitor is solely responsible and liable        hibitor or to any of his officers, agents, employees or con-       der of this Agreement, or the application of such term or
for, its artwork presented at the Exhibition, and all informa-      tractors, whether attributable to accident, fire, theft or any     provision to persons or circumstances other than those as
tion given to the public by Exhibitor. Neither EC, nor the          other cause whatsoever.                                            to which it is held illegal, invalid or unenforceable, shall not
owner and operator of the Exhibition facility, will accept any      17. Assignment: Exhibitor shall make no assignment or              be affected thereby and each term and provision of this
responsibility for the well-being of any art and materials          subletting nor shall Exhibitor enter into license or conces-       Agreement shall be valid and be enforced to the fullest
consigned to or in the possession of any Exhibitor during           sion agreements or mortgage or hypothecate this Agree-             extent permitted by law. (j) This Agreement and any dispute,
the Exhibition. The Exhibitor waives any and all claims             ment or Exhibitor’s interest in and to the Unit space or           disagreement, or issue of construction or interpretation
against EC, its contractors, agents, employees, invitees and        Exhibition premises or any part thereof or permit any other        arising hereunder whether relating to its execution, its valid-
licensees and the owner and operator of the Exhibition              party to conduct business or manage the Unit space                 ity, the obligations provided herein or performance shall be
facility for loss, theft, damage, or destruction by fire, water     or control the operation thereof (hereinafter collectively         governed or interpreted according to the internal laws of the
or otherwise, of any art work, crates, packing materials, or        referred to as “Transfer”), without the prior written consent      State of California without regard to choice of law consider-
any other items of Exhibitor, on the Exhibition premises at         of EC, which consent may be granted or withheld at EC’s            ations. Except to the extent that the parties have agreed to
any time as well as for injury to itself, its agents, servants      sole discretion. Consent by EC to any Transfer shall not           submit matters to arbitration, the courts of the State of
and/or employees while on the Exhibition premises, and for          constitute a waiver of the necessity for such consent to any       California shall have exclusive jurisdiction over any cause or
any damage of any nature including damage to its business           subsequent Transfer. Any Transfer by Exhibitor in accor-           controversy arising under the terms of this Agreement or
by reason of the failure to provide Unit space for its exhibit      dance with this section shall be only for the purpose and          between the parties as the result of any act taken or failure
or for any failure to hold the Exhibition as scheduled. All         use hereinabove specified and for no other purpose, and in         to act not taken by either party pursuant to this Agreement.
Exhibitor’s personal property of every kind of description          no event shall any Transfer release or relieve Exhibitor from      (k) The parties agree to waive trial by jury in any and all
which may at any time be in the Unit space or on the Exhi-          any obligations under this Agreement. Any permitted                litigation arising from this Agreement. (l) In the event of any
bition premises shall be at Exhibitor’s sole risk, or at the risk   transferee shall assume Exhibitor’s obligations hereunder          arbitration or litigation between the parties under this
of those claiming under Exhibitor, and EC shall not be liable       and shall deliver to EC an assumption agreement in form            Agreement, the prevailing party shall be entitled to reason-
for any damage to said property or loss suffered by the             satisfactory to EC within five (5) days after the effective date   able attorneys’ fees and costs, in the arbitration and at both
Exhibitor caused in any manner whatsoever, including theft.         of the Transfer. Exhibitor agrees to pay EC’s attorneys’ fees      trial and appellate levels. (m) The parties have participated
EC shall not be liable for any such injury or damage caused         incurred in connection with the review and/or preparation of       jointly in the negotiation and preparation of this Agreement.
by other exhibitors or any other person(s) either on the            any documents in connection with any Transfer, and in the          In the event an ambiguity or question of intent or interpreta-
Exhibition premises or elsewhere. EC shall not be liable for        event of a Transfer for rentals in excess of those rentals         tion arises, this Agreement shall be construed as if drafted
any patent or latent defect in construction of the Unit space       reserved hereunder, Exhibitor shall pay all of such excess         jointly by the parties and no presumption or burden of proof
or Exhibition facility. While EC may provide security guards,       rent to EC. Any attempt Transfer without EC’s consent shall        shall arise favoring or disfavoring any party by virtue of the
it is done solely as an accommodation to Exhibitor. The             not be binding upon EC and shall confer no rights upon any         authorship of any of the provisions of this Agreement.
Exhibitor expressly agrees to save and hold harmless EC,            third person.                                                      (n) The parties intend that each covenant, term and condi-
the owner and operator of the Exhibition facility, their            18. General Terms: (a) All sums of any kinds and character         tion contained herein shall have independent significance.
management, agents, employees, licensees, invitees and              not paid by Exhibitor on their due date shall bear per annum       If any party has breached any covenant, term or condition
contractors from any and all claims, liabilities and losses for     interest at the highest lawful rate under law. (b) If EC           contained herein in any respect, the fact that there exists
injury to persons (including death) or damage to property           advances any funds to cure any default by Exhibitor or per-        another covenant, term or condition relating to the same
arising in connection with Exhibitor’s use of the Unit space        forms any obligation on behalf of Exhibitor which requires         subject matter (regardless of the relative levels of
and the Exhibition premises, and in connection with security        an expenditure, Exhibitor shall be obligated to reimburse          specificity) which the party has not breached shall not
personnel provided by EC.                                           EC, immediately upon demand therefore, for all such                detract from or mitigate the fact that the party is in breach
15. Indemnification: Exhibitor agrees to indemnify, defend          advances and expenditures, together with an ministrative/          of the first covenant, term or condition. (o) The rights and
and hold EC, its employees, agents, invitees, licensees and         overhead charge equal to fifteen (15%) percent of the              remedies provided by this Agreement are cumulative, and
contractors, and the owner and operator of the Exhibition           amount thereof, plus interest thereon at the highest lawful        the use of any one right or remedy by either party shall not
facility, harmless for any claims arising out of negligence of      rate per annum under California law, from the date such            preclude or waive its right to use any or all other remedies.
Exhibitor, its agents, or employees. In addition to the fore-       funds are advanced or such expenditure is made. Should             Said rights and remedies are given in addition to any other
going, Exhibitor agrees to indemnify, defend and save EC            Exhibitor fail to pay when due any installment of rent or any      rights the parties may have by law, statute, ordinance, or
harmless from and against any and all claims and demands            other sum payable to EC under the terms of this Agreement,         otherwise. (p) EC may, in its sole and absolute discretion,
for, or in connection with, any accident, injury or damage          then, at EC’s option, a charge equal to five (5%) percent of       waive any covenant, term or condition or the breach thereof
whatsoever caused to any person or property arising                 the amount due shall be imposed to compensate EC for its           contained herein, however, no covenant, term or condition
directly or indirectly, out of the business conducted in or the     administrative costs in dealing with such late payment. (c)        or the breach thereof shall be deemed waived, except by
use and/or occupancy of the Exhibition premises, Unit               Unless otherwise expressly provided herein, any consent or         written consent of EC, and any waiver of the breach of any
space or any part thereof, or arising directly or indirectly,       approval of EC may be granted or withheld by EC in EC’s            covenant, term or condition contained herein shall not be
from any act or omission of Exhibitor or any concessionaire         sole discretion. (d) Except as otherwise expressly set forth       deemed to be a waiver of any preceding or succeeding
or sub-exhibitor or their respective licensees, servants,           herein, whenever notice shall or may be given to either of         breach of the same or any other covenant, term or
agents, employees, contractors, invitees or licensees, and          the parties by the other, each such notice shall be by regis-      condition. This Agreement shall bind both EC and Exhibitor
from and against any and all cost, expense and liabilities          tered or certified mail with return receipt requested, at the      and their assigns or successors, and the heirs, assigns,
incurred in connection with any such claims and/or                  respective addresses of the parties as contained herein or         administrators, legal representatives, executors or succes-
proceedings brought thereon. The general liability coverage         to such other address as either party may from time to time        sors as the case may be.
required by Exhibitor pursuant to this Agreement shall              designated in writing to the other, and, if to EC, such notice
specifically insure the contractual obligation of Exhibitor as      shall be copied to Valerie Pistole, Esq., Law Offices of
set forth in this Agreement. In addition to the foregoing,          Walter & Pistole, 670 W. Napa Street, Suite F, Sonoma, CA
Exhibitor agrees to indemnify, defend and hold Management           95476. Any notice under this Agreement delivered by mail
and facility harmless from and against any claim whatsoever         shall be deemed to have been given three (3) days after it is
for injury, loss or damage resulting from any action or             placed in the mail with sufficient postage prepaid. (e) This
omission of the Exhibitor or its employees, agents or repre-        Agreement and the Exhibitor Kit contain all of the agree-
sentatives and any claims made by an artist represented by          ments between the parties hereto, supersedes all prior
an Exhibitor arising out of or under the provisions of the          and/or contemporaneous agreements and understandings.
Visual Artists Rights Act of 1990.                                  (f) The terms, covenants, and conditions contained herein
16. Insurance: Without limiting Exhibitor’s indemnification         shall inure to the benefit of and be binding upon EC and Ex-
provided in this Agreement, Exhibitor must carry worker’s           hibitor and their respective heirs, personal representatives,
compensation, commercial general liability, personal injury         successors and assigns, except as may be otherwise
and blanket contractual liability insurance at limits of at         expressly provided in the Agreement. (g) Exhibitor
least $1,000,000 per occurrence and $3,000,000 per                  acknowledges that neither EC nor any broker has made
aggregate. These coverages must be evidenced by an                  any representations to or agreements with Exhibitor which
Additional Insured Endorsement naming EC, Metropolitan              are not contained in this Agreement. (h) All obligations of
Pier and Exposition Authority MPEA, and their respective            Exhibitor which are or may be intended by their nature to be
officers, agents, and employees as additional insured               performed and/or complied with after the expiration or
satisfactory to EC and a Certificate of Insurance with a            earlier termination of this Agreement shall survive such
thirty (30) day notice of cancellation provision to the in-         expiration or termination. (i) If any term or provision of this
sured. Such documents must be provided to EC at least               Agreement or the application thereof to any person or
thirty (30) days before the proposed Exhibition start date. It      circumstance shall, to any extent, be determined by a court
is strongly recommended the Exhibitor also carry insurance          of competent jurisdiction to be held illegal, invalid or
to cover loss, damage, or injury to any property of the Ex-         unenforceable, then same shall be deemed deleted from
                                                                    this Agreement as if never included herein; but the remain-

				
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posted:4/11/2012
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