{{::eventInfo.eventName}}

1. Premises of Agreement
The California International Marathon Health & Fitness Expo (Expo) is presently scheduled to be held at the Sacramento Convention Center on December 4 and 5, 2015. The CIM Expo is owned and organized by the Sacramento Running Association (SRA). Exhibitor desires to reserve and occupy booth space(s) as assigned by SRA in connection with the Expo and to enter into this Agreement to affect its reservation of space.

2. Obligations of Exhibitor
Exhibitor agrees to comply with and perform each and all of the following obligations, in addition to those set forth elsewhere in this Agreement.

a. To occupy Exhibitor’s Space assigned by SRA during and throughout the Expo pursuant to the terms of this Agreement
b. To exhibit only the following products (or such other products as may hereafter be agreed to in writing by SRA).
c. Exhibitor understands that there may be food and beverage sale and or giveaway limits as stated in section 8 of the Rules and Regulations document.
d. To make appropriate payments to SRA upon Exhibitor’s execution of this Agreement:
e. To maintain and staff its exhibit continuously throughout the official hours of the Expo.
f. To read, understand and comply with the Rules and Regulations, a copy of which is attached to the Expo Informational PDF and explicitly incorporated herein as additional terms of this Agreement.

3. Obligations of SRA

a. Upon receipt from Exhibitor of this Agreement and payment in the full amount SRA shall promptly assign booth space to Exhibitor and tentatively reserve that space for Exhibitor.
b. As a general matter booth space shall be assigned by SRA in order of payments received for prime selections followed by standard selections and then discounted selections. In making such assignment, SRA may consider the amount and location of space then available, any requests made by Exhibitor regarding its space and such other matters as SRA believes may be important in making such assignment.
c. SRA may at its discretion, and reserves the right to reassign or reallocate space at any time if for any reason it deems such reassignment or reallocation necessary, appropriate or useful.
d. SRA will provide security in the ballrooms from 6:00 pm on December 4, 2015 through 9:00 am on December 5, 2015. During the hours the Expo is not officially open or available for installation of exhibits, the doors to the exhibit halls shall generally be locked and no personnel will be permitted to enter the exhibit hall. SRA assumes no liability for lost or stolen items.

4. Obligations of Exhibitor to Maintain Insurance Coverage
Exhibitor is responsible to obtain and maintain appropriate and sufficient insurance, with minimum of $1,000,000 to cover any and all claims, damages or losses of any kind incurred or suffered by Exhibitor or its employees, agents, representatives, guests or any other person or entity. Such insurance shall cover without limitation all claims, damages, injuries or losses of or regarding personal property or personal injury regardless of the cause thereof. Upon request by SRA, Exhibitor will provide certificates of insurance evidencing coverage and amounts. Exhibitor understands and acknowledges that neither SRA nor the Sacramento Convention Center nor any other person, maintains any insurance covering Exhibitor with regard to any of the foregoing damages or any other similar or dissimilar casualty.

5. Cancellation and Termination

a. This Agreement may be canceled at any time by Exhibitor by providing unequivocal written notice of cancellation to SRA (“Notice of Cancellation”).  No refund shall be made for any cancellation by Exhibitor. In the event of cancellation by Exhibitor for any reason, SRA may at its discretion reassign and otherwise lease or utilize Exhibitor’s canceled space.
b. In the event that (1) the Expo is canceled (2) it would be impossible, impractical, dangerous or not in the best interest of the Expo for SRA to provide Exhibitor’s Space to Exhibitor or (3) SRA is otherwise unable or unwilling to provide any of Exhibitors Space to Exhibitor under this Agreement for any reason, then a full refund of the Exhibitor’s payment applicable to the space not provided will be issued by SRA. If and to the extent such space is provided in part, or only for a portion of the Expo, SRA shall pro-rate the charges to Exhibitor and return any overpayment. SRA shall have no liability for any consequential or other damages of any kind that may be claimed, suffered or incurred as a result of its failure to provide space to Exhibitor or for any other reason.

6. Indemnity
Exhibitor assumes full responsibility for and hereby agrees to protect, indemnify, defend and hold SRA, the Sacramento Convention Center and all employees, agents representatives, principals, sponsors and guests of SRA and the Sacramento Convention Center harmless against any and all claims, causes of action, losses, judgments and damages to person or property, governmental charges or fines arising out of or caused by or resulting from, in whole or in part, Exhibitor’s installation, removal, maintenance, occupancy or use of Exhibitor’s Space or the Exhibit Hall, or any portion thereof, or any other act or failure to act on the part of exhibitor or any of its employees, representatives, agents, independent contractors, guests or any other person acting or purporting to act on behalf of or for the benefit of Exhibitor. This indemnity shall extend to and include all costs and attorneys’ fees incurred in defending against or responding to any such claim. This indemnity shall not extend to any liability that is finally and conclusively determined to result solely from the negligence or willful misconduct of SRA or its employees.

7. Limited Liability
Notwithstanding any other provision of this Agreement, SRA and its employees, agents and representatives shall have no liability to Exhibitor or anyone else for any consequential damages of any kind, character or amount, regardless of the factual or legal basis upon which the existence of such liability is asserted. Exhibitor explicitly releases any such claim to recover consequential damages, and agrees that this Agreement shall provide a complete defense to any claim for the recovery of such consequential damages, regardless of whether such claim is based upon an alleged breach of this Agreement or some other act, failure to act or breach of duty independent of this Agreement.

8. No Substitution of Space
Exhibitors may not assign, sublet or apportion the whole or any part of Exhibitor’s Space and may not advertise or display goods or services other than those manufactured or sold by them in the normal course of business and permitted in this Agreement.

9. Remedies of SRA
All rights and remedies of SRA arising under this Agreement or otherwise are cumulative and explicitly reserved by SRA. Any action taken by SRA to enforce any remedy it may have shall not constitute a waiver of any other remedy that may be available to it.

10. Arbitration of Disputes and Governing Law
Without limiting any other remedy available to SRA under this Agreement, the parties agree that any controversy between SRA and Exhibitor arising out of this Agreement shall be determined through binding arbitration before the American Arbitration Association in accordance with its commercial arbitration procedures. In any such arbitration proceeding, discovery shall be permitted to the extent authorized under Code of Civil Procedure Section 1283.05. This Agreement shall be governed by the laws of the State of California. It constitutes the entire agreement between the parties regarding the subject matter. If any provisions are found to be invalid the remainder of this Agreement shall nevertheless continue in full force. The prevailing party in any arbitration proceeding under this provision shall be entitled to recover its actual attorneys’ fees in addition to other relief.

11. Construction of Agreement and Amendments
Any issue of interpretation of this Agreement and the resolution of any matter not fully and specifically covered by this Agreement or incorporated Rules and Regulations shall be resolved or decided by SRA in the reasonable exercise of its judgment. SRA’s resolution or decision shall be binding on all parties as if it were an express provision of this Agreement. This Agreement may be amended or supplemented at any time by SRA upon written notice to Exhibitor. SRA may, in its discretion and under special circumstances, make or impose specific exceptions or requirements to, or changes in, the Rules and Regulations if it deems such alterations to be in the best interests of the Expo. No precedent shall be established or inferred from any such action.

The undersigned Exhibitor acknowledges that its duly authorized representative designated below has read and understands the terms of this Agreement and the incorporated Rules and Regulations and that Exhibitor agrees to each and all of the terms and conditions hereof.