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Caesars Palace, Las Vegas – 20-23 April 2015 Forum

1. in connection with i Exhibitor s participation or presence at the Event ii any breach by Exhibitor of any agreements covenants promises or other obligations under this contract or any other contract arrangement or agreement related to Exhibitor s presence at the Event ili any matter for which Exhibitor is otherwise responsible under the terms of this contract or any other contract arrangement or agreement iv 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 including without limitation Organizers Marks as defined below or Event s Marks v any libel slander defamation or similar claims resulting from the actions of Exhibitor vi harm or injury including death to Exhibitor or any of its invitees and vii 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 Organize and or Exhibit Facility were apprised of the possibility of any such lost profits or damages In no event shall Organizer s maximum liability u
2. in the aggregate combined single limit for bodily injury and property damage including coverage for personal injury including death advertising liability arising out of activities covered by this contract and expressly providing contractual liability coverage including Exhibitor s indemnification obligations set forth above and operation of mobile equipment products and liquor liability if applicable Automobile liability insurance with limits not less than 1 000 000 per occurrence combined single limit for bodily injury and property damage including coverage for owned non owned and hired vehicles including loading and unloading operators if applicable The insurance shall be primary of any other valid and collectible insurance of Exhibitor and shall be written on an occurrence basis Claims made policies are not acceptable and do not constitute compliance with Exhibitor s obligations under this paragraph ALL EXHIBITORS MUST SUBMIT A CERTIFICATE OF LIABILITY TO CINEMACON PRIOR TO SETUP OF BOOTH SPACE 18 COPYRIGHTED MATERIALS Exhibitor shall not play or permit the playing or performance of or distribution of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties fees or other payments 19 USE OF MARKS Organizer grants to Exhibitor a limited license to use Organizer s trademarks service marks designs and logos collectively
3. reading and completing this contract for booth space we hereby agree to all of the terms conditions booth guidelines and regulations put forth SIGNED DATE NOTE This document when signed and returned by exhibitor and CinemaCon constitutes a binding agreement D amp E ae ry a Of Caesars Palace Las Vegas 20 23 April 2015 a E Forum and Augustus Ballrooms Celebrating the Moviegoing Experience Trade Show Dates 21 23 April 2015 PAYMENT SCHEDULE AND PROCEDURE In order to guarantee your booth space at CinemaCon 2015 a deposit in the amount of 50 must be received within a period of two weeks following the submission of this contract and the assignment of your booth space An invoice with payment instructions will be sent upon receipt of contract The remaining balance due on all booth space reserved must be received no later than 2 December 2014 Cancellation of Booth Space Any and all booth space can be cancelled by 16 December 2014 with full written notice A cancellation fee of 750 per booth will be assessed No refunds will be issued on cancellations received after 16 December 2014 CinemaCon requests that any deposit or final payment of 10 000 or more be made by check or ACH Bank Transfer Call for bank details PAYMENT MAY BE MADE AS FOLLOWS CREDIT CARD PAYMENT INFORMATION C AMEX CIMASTERCARD OVISA Checks should be made payable to COMPANY NAME CinemaCon LLC and mailed to CARDHOLDER NAME CinemaCon LLC 6
4. 0 Cutter Mill Road Suite 413 CREDIT CARD NUMBER Great Neck NY 11021 Office 1 516 439 5511 CVV Number 3 or 4 digit number on front or back of credit card EXPIRATION DATE PAYMENT AMOUNT TO BE CHARGED For ACH Bank Transfer payments please contact BILLING ADDRESS Cynthia Schuler at cynthia schuler natodc com or call 516 439 5511 EMAIL ADDRESS SIGNATURE PLEASE COMPLETE ALL INFORMATION ABOVE IN ORDER TO PROCESS YOUR CREDIT CARD BOOTH SPACE TERMS AND CONDITIONS 1 DEFINED TERMS Event means the CinemaCon Convention currently scheduled to be held on 20 23 April 2015 the Event Dates at Caesars Palace Las Vegas the Exhibit Facility The Event is owned produced and managed by CinemaCon LLC CinemaCon Organizer means collectively CinemaCon its officers directors shareholders agents affiliates representatives employees and assigns unless the context requires otherwise Exhibitor means collectively the company or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by CinemaCon in the manner stated below and each of its officers directors shareholders employees contractors agents representatives and or invitees as applicable Fee means the total amount to be paid by Exhibitor to CinemaCon for 2 CONTRACT ACCEPTANCE This contract shall become binding and effective only when it has been signed on the facing page by Exhibitor and Cinem
5. BY CINEMACON If Exhibitor fails to make a payment required by this contract in a timely manner CinemaCon may terminate this contract and Exhibitor s participation in the Event without further notice and without obligation to refund any monies previously paid CinemaCon 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 CinemaCon 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 any such action does not release Exhibitor from any liability hereunder CinemaCon 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 Organizer 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 Further if CinemaCon removes or restricts an exhibit that CinemaCon considers to be objectionable or inappropriate no refund will be due to Exhibitor 11 CANCELLATION OF THE EVENT f CinemaCon cancels the Event due to circumstances beyond the reasonable control of CinemaCon such as acts of God acts of war governmental emergency labor strike or unavailability of the Exhibit Facility CinemaCon shall
6. Caesars Palace Las Vegas 20 23 April 2015 Forum and Augustus Ballrooms Celebrating the Moviegoing Experience Trade Show Dates 21 23 April 2015 2015 CONTRACT FOR BOOTH SPACE We hereby authorize CinemaCon to reserve booth space for the 2015 Convention to take place at Caesars Palace in Las Vegas from 20 23 April 2015 We agree to pay the fees listed below and to submit the requested deposit and final payment as noted on this contract We recognize and understand that failure to make required deposit can result in the release of the assigned booth space We acknowledge that by signing this contract for booth space we have read and agree to the official Terms and Conditions governing the CinemaCon trade show COMPANY NAME COMPANY NAME to be listed on Floorplan and Program Journal STREET ADDRESS TELEPHONE MOBILE E MAIL WEBSITE SECONDARY CONTACT NAME E MAIL am a member in good standing of LIICTA LINAC Olam nota member of ICTA or NAC Exhibit product categories check all that apply O Digital Cinema Projection O Digital Cinema Servers O Seating O Lobby Displays Q Construction and Architecture C Concession Stands L Speakers L Screens Q Soft Drinks O Other Beverages O Ticketing 13D Provider O Snacks O Candy and Confections C Servers O Digital Cinema Others C Sounds Amps O Other ABOUT THE CINEMACON TRADE SHOW NATO through CinemaCon LLC is excited to be producing and managing the industry s largest and most important co
7. ER OF DISPLAYS USE OF AISLES AND COMMON AREAS Distribution of samples printed material of any kind and any promotional material is restricted to the exhibit booth Exhibitor shall only exhibit products that it manufactures represents or legally distributes All exhibits shall display products or services in a tasteful manner The aisles passageways and overhead spaces remain strictly under ontrol of CinemaCon and no signs decorations banners advertising material or special exhibits will be permitted in the aisles except by written permission of CinemaCon Uniformed attendants models and other employees of Exhibitor must remain within Exhibitor s booth and booth personnel must be 18 years of age or older Any and all advertising distribution must be made from Exhibitor s booth space Handouts with gummed backing that adhere or cause adhesion are considered stickers and are prohibited Equipment must be arranged so that show visitors do not stand in the aisle while examining equipment or watching demonstrations Strolling entertainment or moving advertisements outside of Exhibitor s exhibit space are prohibited 28 SOUND The use of devices for mechanical reproduction of sound or music may be permitted but must be controlled so as not to disturb other exhibitors If CinemaCon receives complaints that sound emanating from Exhibitor s exhibit space is too loud or distracting CinemaCon reserves the right to ask Exhibitor to either i lower the sound to a le
8. Marks on a royalty free basis solely for the purpose of promoting Exhibitor s presence and exhibits at the Event and for no other purpose All such use shall be in full compliance with the guidelines issued by Organizer regarding use of the Marks collectively the Trademark Guidelines The Marks are protected by applicable trademarks and Exhibitor must not rotate any logo change the proportional size condense or expand alter the colors reproduce smaller than 1 25 wide add effects or background colors or use the logo separate from the name CinemaCon CinemaCon may instruct Exhibitor to withdraw any use of the Marks that does not comply with the Trademark Guidelines and Exhibitor shall promptly withdraw the same or be in violation of this contract 20 OBSERVANCE OF LAWS Exhibitor shall abide by and observe all federal state and local laws codes ordinances rules and regulations and all rules and regulations of the Event Facility including any union labor work rules Without limiting the foregoing Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act 21 ADDITIONAL TERMS AND CONDITIONS CinemaCon has sole control over attendance policies Except as provided to the contrary in this contract all monies paid by Exhibitor shall be deemed fully earned and non refundable at the time of payment Exhibitor shall conduct itself at all times in accordance with professionalism and normal standards of decorum a
9. aCon 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 is solely responsible 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 CinemaCon and hold Organizer and the Exhibit Facility and its owners and their officers directors shareholders agents affiliates representatives employees and assigns harmless from and against any and all claims demands suits liabilities damages losses costs fees including attorneys fees and expenses which result from arise out of or
10. ate of Nevada 25 OUTSIDE EXHIBITS HOSPITALITY SUITES Exhibitor is prohibited without express advance written approval from CinemaCon from displaying products services and or other advertising material in areas outside its booth space such as but not limited to parking lots hotel lobbies lounges corridors sleeping rooms etc as well as conducting unauthorized facility tours Exhibitor shall not operate hospitality suites or host hospitality functions during hours in which the Event is open or when any Organizer sponsored activities are being held All requests for a hospitality suite or public function space must be made through CinemaCon If Exhibitor cancels or fails to occupy the exhibit space during official Event hours CinemaCon reserves the right to notify the applicable venue to cancel any hospitality space and or hotel guest rooms under Exhibitor s name Exhibitor shall remain liable for the payments made or contracted to be made to the hotel or applicable venue 26 CONTRACTOR SERVICES CinemaCon has contracted on an exclusive basis official contractors to provide certain services for the Event Service companies other than the official contractors will not be allowed to perform any of these exclusive services Nonexclusive services may be performed by Exhibitor appointed contractors EAC s within certain guidelines A complete listing of exclusive services and EAC guidelines are provided in the Exhibitor Service Manual 27 CHARACT
11. bit space shall be assigned by CinemaCon in its sole discretion based on the point system established for the Event and for the Event Dates only Assignment does not imply similar space will be assigned for future Events CinemaCon reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event for any or no reason 8 BOOTH PLACEMENTS CinemaCon will attempt to honor all booth placements based on the point system however CinemaCon reserves the right to make alternative placements All reasonable commercial attempts will be made to accommodate offers accepted based on the location of designated space however no such location is guaranteed CinemaCon shall be the final authority in assigning space No exhibitor shall exhibit or permit to be exhibited in the space allocated to it any merchandise other than that specified in its application as accepted by CinemaCon 9 CANCELLATION BY EXHIBITOR The Exhibitor has a right to cancel this agreement and receive a refund of amounts paid less a 750 cancellation fee for each booth as long as Exhibitor provides written notice of cancellation to CinemaCon on or prior to December 31 2014 If cancellation is received after December 31 2014 Exhibitor will be liable for 100 of the total exhibit fee This amount is considered to be liquidated and agreed upon damages for the damages CinemaCon will suffer as a result of Exhibitor s cancellation 10 CANCELLATION
12. ire Under order to the Fire Marshal in Las Vegas all booth equipment i e tables chairs displays etc must not protrude into aisles under any circumstance Infringing this rule may result in termination of Exhibitor s participation in the Event and no refund will be due Exhibitor 31 SUB LETTING No sub letting or sharing of exhibit space is permitted 32 FREIGHT SHIPMENT Separate information will be mailed to Exhibitor regarding freight shipments to and from the Event Facility Shipments made in advance to the authorized Event contractor as per instructions will be delivered to Exhibitor s booth At the close of the Event if Exhibitor desires to arrange shipment of its exhibit materials by its own carrier it should call for pick up and inform Event s authorized contractor of its arrangements EXHIBITOR MUST WAIT IN PERSON FOR SUCH PICK UP If Exhibitor does not remain in booth exhibit area for the pick up or if the pickup does not occur within reasonable time after the close of the Event the authorized contractor may take the shipment to the contractor s warehouse at Exhibitor s own risk and expense Exhibit merchandise and or samples will not be permitted to be taken out of the exhibition area during the Event 33 SOLICITATIONS The following sales are strictly prohibited during the Event i any retail sales including but not limited to any retail sale in violation of the retail sales tax regulations where the Event is being held ii a
13. nd good taste In addition to its right to close an exhibit and withdraw acceptance of or terminate the contract CinemaCon in its sole judgment and discretion may refuse to consider for participation in future Events an exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations Any amendment to this contract must be in writing and signed by an authorized representative of CinemaCon Exhibitor shall not assign this contract or any right or obligation hereunder 22 EXHIBITOR SERVICE MANUAL Prior to the Event CinemaCon and GES will send an Exhibitor Service Manual to the Primary Contact listed on the front of this contract The Exhibitor Service Manual will include information integral to participation at the Event including but not limited to additional exhibitor rules and regulations official contractor order forms registration shipping and drayage utilities and building services exhibitor display rules and move in move out schedules 23 INCORPORATION OF RULES AND REGULATIONS All current and subsequent CinemaCon rules and regulations and the rules and regulations of Caesars Palace and any other facilities used for CinemaCon are incorporated by reference Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by CinemaCon in its sole discretion CinemaCon may adopt rules or regulations from time to
14. nder any circumstance exceed the amount actually paid to CinemaCon by Exhibitor for exhibit space rental for the 2015 Event 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 matters Management may employ reputable hosts during the course of the Event to regulate the flow of attendees at the Event These hosts are not security guards Neither Organizer nor the owners or lessors of the Event Facility shall assume any responsibility for Exhibitor s property As a condition of exhibiting at the Event Exhibitor must insure its property against damage loss and theft 6 QUALIFICATIONS OF EXHIBITOR CinemaCon in its sole discretion will determine whether a prospective exhibitor is eligible to participate in the Event and may refuse acceptance of any booth space contract for any or no reason Eligibility is generally limited to persons or firms that supply products and services to the motion picture exhibition industry Prospective exhibitors may be required to submit a description of the nature of their business the items to be exhibited and the relationship of such business and items to the motion picture exhibition industry CinemaCon reserves the right to restrict or remove any exhibit for any or no reason or that CinemaCon in its sole and absolute discretion believes to be objectionable or inappropriate 7 ASSIGNMENT OF SPACE Exhi
15. nference and convention for the motion picture theatre industry One of the main components of the event will be the Trade Show which will offer all manufacturers suppliers and service companies of theatre equipment and concession Items the ability to showcase their material before the worldwide cinema community The Trade Show Will Be Located In Two Major Ballrooms Of Caesars Palace As Follows e Forum Ballroom located on the pool lower level 8 x 10 booths e Augustus Ballroom located on the Emperor s upper level 10 x 10 booths IMPORTANT NOTE Both ballrooms are easily accessible via escalators that will conveniently take delegates from one location to the next There will NOT be a price differential in booth space with regard to the booths located in the Augustus Ballroom as compared to those in the Forum Ballroom In Association With In Association With oer ae nice CinemaCon 2015 Booth Rates Ba Cinema NAC A RSS eee ICTA NAC Member Rate 4 200 per booth Non Member Rate 4 700 per booth SONCESSIONAIIS DESIRED NUMBER OF BOOTHS BOOTH LOCATION REQUESTS We would like torequest____ trade show booth s Please let us know if you have any specific booth location requests should your choices not be available at the time of your assignment i e corner booth right side DESIRED BOOTH LOCATION of ballroom avoid competitor XYZ Company etc Forum Ballroom 157 2ND 9RD Augustus Ballroom 187 2ND 9RD In
16. ny person connected with either of them represent itself as an agent or employee of the other All persons employed by CinemaCon or Exhibitor are to be and shall remain employees of CinemaCon or Exhibitor as appropriate and under no circumstances shall CinemaCon or Exhibitor or any person employed by either of them be deemed to be an employee of the other party co feb g
17. ny sale where display merchandise changes hands during the Event and ili any direct sale from Exhibitor to consumers The Event is strictly TO THE TRADE ONLY 34 NO SHOW POLICY f Exhibitor through circumstances beyond control is delayed in arrival or set up Exhibitor must notify the Event Director at the Event Facility as soon as possible Failure to notify the Event Director will result in resale of space and no refunds of the Fee will be made 35 RIGHTS OF OFFSET ENFORCEMENT CinemaCon reserves the right in its sole discretion to apply any or all payments made for the Event to any or all amounts otherwise outstanding by Exhibitor to Organizer This right of offset applies to ad insertions sponsorships booth space or any other product or services offered by Organizer that Exhibitor has contracted for 36 ENTIRE AGREEMENT This contract including the facing page of this contract the Exhibitor Service Manual and any additional rules or regulations adopted by CinemaCon from time to time represents the entire agreement between CinemaCon and Exhibitor relating to the Event and supersedes any prior written or oral understandings agreements or representations by or between CinemaCon and Exhibitor relating to the Event 37 INDEPENDENT CONTRACTOR CinemaCon and Exhibitor shall each be deemed an independent contractor with respect to this contract Neither CinemaCon nor Exhibitor is in any respect acting nor shall either of them act nor shall a
18. r omitting Exhibitor or any other exhibitor from any directory or other lists or materials 15 CARE OF EXHIBIT FACILITY Exhibitor shall promptly pay for any damages to the Exhibit Facility or associated facilities booth equipment or the property of others caused by the negligence or act of Exhibitor 16 TAXES AND LICENSES Exhibitor shall be solely responsible for obtaining any licenses permits or approvals under federal state or local laws applicable to its activities at the Event Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes license fees use fees royalties or other fees charges levies or penalties that become due to any governmental authority in connection with its activities at the Event Exhibitor will not permit the delivery of merchandise at the Event Facility without the express permission of CinemaCon 17 INSURANCE Exhibitor shall at its own expense secure and maintain through the term of this contract including move in and move out days the following insurance Workers compensation insurance in statutory amounts and Employer s Liability insurance of not less than 1 000 000 bodily injury per each accident 1 000 000 bodily injury per each disease each employee each incident and 1 000 000 bodily injury per disease policy limit each incident Comprehensive general liability insurance with limits not less than 1 000 000 per occurrence 2 000 000
19. refund to Exhibitor the Fee previously paid minus a share of costs and expenses incurred by Organizer in full satisfaction of all liabilities of Organizer to Exhibitor 12 EXHIBIT SPACE OCCUPANCY CinemaCon shall specify the hours and dates for installing occupying and dismantling exhibits If Exhibitor fails to install its display in its assigned space by 11 00 a m Tuesday April 21 2015 or leaves its space unattended at any time during the Event CinemaCon shall have the right to take possession of the space terminate this contract and no refund will be due to Exhibitor All exhibits must be open for business at all times during the Event 13 TRADE SHOW SET UP AND SHOW HOURS Information on set up installation and removal of exhibits and Event hours will be provided to Exhibitor separately Exhibits must remain open in accordance with the schedule published prior to the Event or as amended by CinemaCon NO BREAKDOWN or DISMANTLING OF EXHIBITS will be permitted before the Event officially closes 14 LISTINGS AND PROMOTIONAL MATERIALS By exhibiting at the Event Exhibitor grants to Organizer a fully paid perpetual nonexclusive license to use display and reproduce the name trade names product names of Exhibitor in any directory print electronic or other media listing the companies exhibiting at the Event and to use such names in Organizer promotional materials Organizer shall not be liable for any errors in any listing or descriptions or fo
20. time governing such matters and may amend or revoke them at any time upon notice to Exhibitor If a difference arises with the Exhibitor concerning the allotment or permitted use of exhibition space or concerning the interpretation of any of the rules and regulations the decision and interpretation of CinemaCon and or the relevant facility shall be final and Exhibitor agrees to abide by the decision and interpretation which if requested shall be in writing Any Exhibitor reserving four 4 or more booths or using any enclosed structure must submit a booth design floorplan to CinemaCon no less than sixty 60 days prior to the Event move in date If Exhibitor does not adhere to any applicable rules regulations or guidelines Exhibitor s booth location may be moved or may result in termination of Exhibitor s participation in the Event and no refund will be due Exhibitor 24 GOVERNING LAW This contract is governed by the laws of the State of Nevada as applied to contracts entered into and entirely performed within that State by residents of that State Exhibitor hereby submits to the exclusive jurisdiction of the courts located in Nevada which shall constitute the exclusive forum for the resolution of any and all disputes arising out of connected with or related to this contract or the breach of any provision of this contract Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in the st
21. vel that does not project outside of Exhibitor s exhibit space or ii turn off and stop use of such mechanical sound equipment Failure to comply with CinemaCon s instructions may result in termination of Exhibitor s participation in the Event nd no refund will be due Exhibitor 29 PHOTOGRAPHY Before after or during Event hours no photography or videotaping will be permitted anywhere except by the official Event hotographer Only those professional photographers approved by CinemaCon will be allowed on the show floor Any individual whether Exhibitor or attendee is prohibited from taking photographs or electronic images of exhibit displays or their contents without the permission of the Exhibitor involved Violators will be escorted off the exhibit floor and will forfeit their credentials film and images Violators will not be allowed re entry 30 FIRE AND SAFETY LAWS AND RULES Federal state and city laws must be strictly observed A listing of material fire and safety regulations will be found in the Exhibitor Service Manual All materials used for display of any kind must be flame proofed This includes all materials used in specially constructed exhibits such as fabric or other materials The use of crepe paper and any decorative paper of any type is prohibited Exhibitor s display must meet all applicable fire regulations Displays that do not pass inspection will be ordered closed until such fire hazards are corrected against further danger of f

Caesars Palace, Las Vegas – 20-23 April 2015 Forum

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Caesars Palace, Las Vegas &ndash; 20-23 April 2015 Forum

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Caesars Palace, Las Vegas – 20-23 April 2015 Forum