EXHIBITOR RULES AND REGULATIONS EXHIBITOR RULES AND REGULATIONS EXHIBITOR RULES AND REGULATIONS

Transcription

1 EXHIBITOR RULES AND REGULATIONS EXHIBITOR RULES AND REGULATIONS EXHIBITOR RULES AND REGULATIONS 1. SHOW OBJECTIVE The SEMA Show is a trade show produced by the Specialty Equipment 1. Market SHOW Association. OBJECTIVE It provides a marketplace for automotive The aftermarket SEMA Show parts and is a trade accessories, show produced specialty by equipment, the Specialty performance, Equipment 1. Market off-road, SHOW Association. racing, OBJECTIVE restyling, It provides light truck, a marketplace powersports, for automotive collision repair, paint The aftermarket & body SEMA equipment, Show parts and is mobile a trade accessories, electronics show produced specialty and general by equipment, the Specialty automotive performance, Equipment markets, Market off-road, to promote Association. racing, the industry, restyling, It provides and light to truck, facilitate a marketplace powersports, the exchange for automotive collision of information repair, paint aftermarket & about body new equipment, products, parts and mobile marketing accessories, electronics concepts specialty and and general equipment, techniques. automotive performance, The SEMA markets, off-road, to Show promote is open racing, the only industry, restyling, to members and light to truck, facilitate of the powersports, automotive the exchange trade, collision of with information repair, all paint & about exhibitors body new equipment, required products, to mobile marketing be qualified electronics concepts pursuant and and general to techniques. Paragraph automotive 5 The below. SEMA markets, to Show promote is open the only industry, to members and to facilitate of the automotive the exchange trade, of with information all about exhibitors 2. DEFINITIONS new required products, to marketing be qualified concepts pursuant and to techniques. Paragraph 5 The below. SEMA Show The Specialty is open only Equipment to members Market of Association the automotive ( SEMA ) trade, owns with all and exhibitors 2. produces DEFINITIONS and required manages to be the qualified SEMA pursuant Show. SEMA to Paragraph is hereinafter 5 below. referred The to as Specialty Show Equipment Market The SEMA Association Show ( SEMA ) hereinafter owns shall and be 2. produces referred DEFINITIONS to and as Show. manages The the exhibit SEMA halls, Show. parking SEMA lots, is hereinafter air space and referred to grounds The as Specialty Show of the Equipment Las Vegas Market Convention The SEMA Association Center Show hereinafter ( SEMA ) are hereinafter owns, shall referred and be produces to produces referred as and the manages Exhibit to and as Show. manages the Areas. SEMA The the Show. exhibit Exhibit SEMA SEMA halls, Space Show. is parking hereinafter Rental SEMA lots, Agreement, is hereinafter referred air space these and referred grounds Exhibitor as Show of Rules the Las & Regulations, Vegas Convention The the SEMA Exhibit Center Show Display are hereinafter Regulations shall referred be and any to as other referred the rules Exhibit to as & guidelines Show. Areas. The enacted exhibit Exhibit by halls, Space SEMA parking Rental as found lots, Agreement, on air space these and Exhibitor grounds of Rules the Las & Regulations, Vegas are Convention hereinafter the Exhibit Center referred Display are to as hereinafter Regulations the Agreement referred and any to other and as constitute rules Exhibit & guidelines the Areas. agreement The enacted Exhibit between by Space SEMA Show Rental as Management found Agreement, on and these Exhibitor. Rules These & Agreements, Regulations, are hereinafter the as defined Exhibit referred herein, Display to as shall Regulations the be Agreement applicable and any to all and other activities constitute rules & conducted guidelines the agreement in enacted an Exhibitor s between by SEMA Show booth as Management found space, on as well and as the all other Exhibitor. activities These an Agreements, Exhibitor are hereinafter conducts as defined or referred sponsors herein, to as shall relating the be Agreement to applicable the SEMA to all Show, and activities constitute both onsite conducted the and agreement pre-or-post in an Exhibitor s between show, Show booth including Management space, without as well limitation, and as all the other sponsorships, Exhibitor. activities These driving an Agreements, Exhibitor activities, conducts as as feature defined or vehicle sponsors herein, displays, shall relating be be and applicable to the training SEMA to to Show, programs all activities both (collectively, onsite conducted and pre-or-post the in an Activities ). Exhibitor s show, It booth is including understood space, without as that well limitation, these as all sponsorships, Exhibitor other activities Rules driving an & Regulations Exhibitor activities, conducts and feature the or Exhibit vehicle sponsors Display displays, relating Regulations and to to training the SEMA programs (collectively Show, both (collectively, onsite the Rules ) and the pre-or-post may Activities ). be changed show, It is including at understood any time without by that SEMA limitation, these and Exhibitor SEMA sponsorships, reserves Rules driving & the Regulations right activities, to modify and feature the Rules Exhibit vehicle in Display its displays, sole Regulations discretion and training if it (collectively determines programs (collectively, it the is in Rules ) the best the may interests Activities ). be changed of the It is at Show. understood any time by that SEMA these and SEMA Exhibitor reserves Rules & the Regulations right to modify and the Exhibit Rules in Display its sole Regulations discretion if it determines 3. (collectively LOCATION it the is AND in Rules ) the DATES best may interests be changed of the Show. at any time by SEMA and The SEMA site reserves of the SEMA the right Show to modify is the Las the Vegas Rules in Convention its sole discretion Center, if it 3. located determines LOCATION at 3150 it is AND in Paradise the DATES best Road, interests Las of Vegas, the Show. Nevada The Facility The is operated site of the by the SEMA Las Show Vegas is Convention the Las Vegas & Visitors Convention Authority. Center, The Las 3. located Vegas LOCATION Convention at 3150 AND Paradise & DATES Visitors Road, Authority Las Vegas, and the Nevada Las Vegas Convention The Facility The is Center operated site hereinafter of the by the SEMA Las shall Show Vegas be referred is Convention the Las to Vegas the & Visitors Facility. Convention Authority. The Center, dates The and Las located Vegas hours are: Convention at 3150 Paradise & Visitors Road, Authority Las Vegas, and the Nevada Las Vegas Convention The Facility is Center operated hereinafter by the Las shall Vegas be referred Convention to as the & Visitors Facility. Authority. The dates The and Las Vegas hours Exhibitor are: Convention Move-In: & Visitors Authority and the Las Vegas Convention Center Thursday, hereinafter October shall be referred to as 8:00 the Facility. a.m. - 6:00 The p.m. dates and hours Exhibitor Friday, are: October Move-In: :00 a.m. - 8:00 p.m. Thursday, Saturday, November October :00 a.m. - 6:00 8:00 p.m. Exhibitor Friday, Sunday, October November Move-In: :00 a.m. - 8:00 p.m. Saturday, Monday, Thursday, November October :00 a.m. 8:00 - a.m. 10:00 6:00 8:00 - p.m. 6:00 p.m. p.m. Sunday, Friday, October November :00 a.m. 8:00 - a.m. 8:00 - p.m. 8:00 p.m. Monday, EACs Saturday, working November October for exhibitors may enter the 8:00 hall a.m. 8:00 at 7:30 - a.m. 10:00 8:00 a.m. - 8:00 p.m. each p.m. of the days Sunday, listed November above, except for Monday, November 8:00 a.m. 8:003, - a.m. 8:00 when - p.m. 8:00 EACs p.m. may EACs enter Monday, at working 7:00 November a.m. for exhibitors may enter the 8:00 hall a.m. 8:00 at 7:30 - a.m. 10:00 a.m. - 10:00 p.m. each p.m. of the days listed above, except for Monday, November 3, when EACs may enter Exhibitors EACs at working 7:00 are a.m. issued for exhibitors target times may enter for the arrival hall at of 7:30 show a.m. freight. each See of the the days Exhibitor listed above, Services except Manual for Monday, at November 3, 2, when for EACs your may Exhibitors assigned enter at 7:00 target are a.m. issued time. Missing target times your target for the time arrival may of result show in freight. off-target See the fees. Exhibitor Services Manual at for your Exhibitors assigned target are issued time. Missing target times your target for the time arrival may of result show in freight. off-target See the fees. Show Exhibitor Days*: Services Manual at for your assigned Tuesday-Thursday, target time. November Missing your 4 target 6, 2014 time may 9:00 result a.m. in off-target - 5:00 p.m. fees. Show Friday, Days*: November :00 a.m. - 4:00 p.m. Tuesday-Thursday, November 4 6, :00 a.m. - 5:00 p.m. Show Friday, * Exhibitors Days*: November may enter 7... the exhibit halls at 7:00 a.m. 9:00 on Tuesday a.m. - 4:00 andp.m. 8:00 Tuesday-Thursday, a.m. on Wednesday November - Friday. 3-5, 4 6, :00 9:00 a.m. a.m. - 5:00-5:00 p.m. p.m. * Friday, Exhibitors November may enter the exhibit halls at 7:009:00 a.m. 9:00 a.m. on Tuesday a.m. - 4:00-4:00 andp.m. 8:00 a.m. on Wednesday - Friday. * Exhibitors may enter the exhibit halls at 7:00 a.m. on Tuesday and 8:00 Exhibitor a.m. on Move-Out: Wednesday - Friday. Exhibitor Move-Out: Friday, November :00 p.m. - 11:30 p.m. Exhibitor Saturday, November Move-Out: :00 a.m. - 6:00 p.m. Sunday, November :00 a.m. - 12:00 noon Las Vegas Conven on Center, Las Vegas, Nevada Las Exhibit Vegas Days: Conven on November Center, 4 November Las Vegas, 7, Nevada 2014 Las Exhibit Educa on Vegas Days: Days: Conven on November Center, 4 November 3 November Las Vegas, 7, Nevada , 2014 Las Vegas Convention Center, Las Vegas Nevada Exhibit Educa on Days: Days: November November 4 November 3 November 7, , 2014 Exhibit Days: November 3 November 6, 2015 Educa on Education Days: Days: November November 3 November 2 November 7, , 2015 Friday, November :00 p.m. - 11:30 p.m. Saturday, November :30 a.m. - 6:00 p.m. Friday, Sunday, November :30 4:00 p.m. a.m. - 12:00 11:30 noon p.m. Saturday, November :30 a.m. - 6:00 p.m. Sunday, 4. Friday, APPLICATION, November 7 FEES, 9...7:30 PAYMENTS, CANCELLATIONS 4:00 p.m. a.m. - 12:00 11:30 noon p.m. Saturday, A. Approval. November Applications 8... for rental of exhibit 7:30 a.m. space - 6:00 shall p.m. be subject to 4. Sunday, the APPLICATION, approval November of Show FEES, 9...7:30 Management, PAYMENTS, and CANCELLATIONS Show a.m. Management - 12:00 noon reserves A. the Approval. right to reject Applications applications for for rental space of exhibit with or space without shall cause be if subject in the to the 4. best APPLICATION, approval interest of the Show FEES, Show. Management, PAYMENTS, Show Management and CANCELLATIONS Show will Management contact Exhibitors reserves the A. following Approval. right to submission reject Applications applications of the for Exhibit for rental space Space of exhibit with Rental or space without Agreement shall cause be if if subject it in finds the to best the issues approval interest with the of the application. Show Show. Management, Show Full Acceptance Management and Show of will Management the contact Exhibit Space Exhibitors reserves following the Rental right Agreement to submission reject applications by of Show the Exhibit Management for space Space with will Rental or not without Agreement be binding cause until if if it in finds the issues best Exhibitor interest with fully the of complies the application. Show. with Show Full the application Acceptance Management requirements of will the contact Exhibit set Space Exhibitors forth Rental following herein, Agreement including submission monetary by of Show the deposits Exhibit Management Space and letters will Rental not of Agreement be appointment, binding until if it if finds Exhibitor issues applicable. with fully the Upon complies application. acceptance with Full the of application Acceptance the Exhibit requirements Space of the Rental Exhibit set Agreement Space forth herein, Rental by Show Agreement including Management, monetary by Show it shall deposits Management be a legally and letters will binding not of be appointment, agreement binding until between if applicable. Exhibitor the Exhibitor fully Upon and complies Show acceptance with the of application the Exhibit Exhibitor requirements Space agrees Rental to set Agreement accept forth show by herein, information Show including Management, sent by monetary SEMA it shall via deposits , be a legally and fax letters or binding any of other appointment, agreement method of between if the applicable. communication. Exhibitor Upon and Show acceptance of the Exhibit Exhibitor Space agrees Rental to Agreement accept show information by Show Management, sent by SEMA it shall via , be a legally fax or binding any other agreement method of between communication. the B. Exhibitor Fees. and The Show cost for Exhibit Space Exhibitor is $19.95 agrees per to square accept foot show information SEMA or sent TIA by members SEMA via and , $34.95 fax per or square any other foot method for non-omembers. Exhibit Island Fees. exhibits The cost are for an Exhibit additional Space $3,990. is $19.95 per square foot B. communication. for SEMA or TIA members and $34.95 per square foot for nonmembers. B. C. Member Exhibit Island Fees. Rates. exhibits The To cost qualify are for an for Exhibit additional the member Space $3,990. is rate, $19.95 the per Exhibitor square must foot for be a SEMA member or TIA in good members standing of $34.95 SEMA per or square TIA from foot the for execution nonmembers. the Member Exhibit Island Space Rates. exhibits Rental To qualify Agreement are an for additional the member through $3,990. the rate, Show s the Exhibitor conclusion. must of C. be SEMA a member or TIA members in good standing must pay of SEMA dues of or at TIA least from $350 the to execution qualify for of the the C. member Member Exhibit rate Space Rates. on booth Rental To space. qualify Agreement for In order the member through to set up the rate, an Show s exhibit the Exhibitor conclusion. at the must Show, SEMA be an a exhibitor member TIA must members in good fully standing must paid pay on of SEMA all dues money of or at TIA owed least from $350 to SEMA the to execution qualify including for of the member the sponsorship, Exhibit rate Space on advertising booth Rental space. and Agreement membership In order through to set fees. up the an Show s exhibit conclusion. at the Show, an SEMA exhibitor TIA must members fully must paid pay on all dues money of at owed least $350 to SEMA to qualify including for the sponsorship, member D. Payment rate Schedule. on advertising booth space. Payments and membership In order may to be set fees. made up an by exhibit credit at card, the wire Show, transfer exhibitor check must (in be U.S. fully funds paid on drawn all money a U.S. owed bank to SEMA only). including Checks D. sponsorship, must Payment be made Schedule. advertising payable to Payments and SEMA membership and may mailed fees. made to: 1575 by credit South card, Valley wire Vista transfer Drive, Diamond or check Bar, (in U.S. CA funds drawn on Unless a U.S. otherwise bank only). agreed-upon Checks must D. by Payment SEMA, be made in Schedule. its payable sole discretion, to Payments SEMA exhibitor and may mailed be has made to: the 1575 following by credit South three card, Valley options wire Vista Drive, transfer for payment Diamond or check of their Bar, (in booth U.S. CA funds space: drawn on Unless a U.S. otherwise bank only). agreed-upon Checks i. by must Payment SEMA, be made in Option its payable sole 1: discretion, 100% to SEMA deposit exhibitor and mailed submitted has to: the 1575 with following Exhibit South three Valley Space options Vista for Drive, Rental payment Diamond Agreement. of their Bar, booth CA space: Unless otherwise agreed-upon ii. i. by Payment SEMA, in Option its sole 1: 2: discretion, 100% 50% deposit exhibitor submitted has the with following Exhibit an Exhibit three Space Space options for Rental payment Agreement. of their booth received space: by July 13, 4, with the the remaining balance due ii. i. by Payment August Option % 1: 2: 100% payment 50% deposit is required submitted with with all Exhibit an Exhibit Space Space Rental Agreements Rental Agreement. received received after July by July , with the remaining balance due iii. ii. Payment by August Option % 3: 2: 3: 25% payment 50% deposit is required submitted paid by with credit with all card Exhibit an Exhibit submitted Space Space Rental withan Exhibit Agreements Rental an Exhibit Agreement Space Space received Rental Rental received Agreement after July by July 5. with 4, with the with the remaining the remaining balance balance due due in due iii. three by in Payment three August equal equal Option 8. payments 100% 3: payment 25% paid paid deposit by is by credit required paid card by card with credit of of 25% all card Exhibit each, submitted Space due due on on Rental with May 28, an Agreements 30, Exhibit July August 7 and Space 8 received and August Rental September after 7. Agreement This July 3. payment 5. This with payment option the remaining option will not will be balance not available be due for iii. Exhibit in available Payment three Space equal for Option Exhibit payments Rental 3: Space 25% Agreements paid deposit Rental by credit paid received Agreements card by credit after of 25% received card May each, submitted 28. after due May on with May 30, an 15. Exhibit August Space 8 and Rental September Agreement 3. This with payment the remaining option will balance not be due available in three equal for Exhibit payments Space paid Rental by credit Agreements card of 25% received each, after due May on May Payments , August sent 8 after and September 3. 26, 25, This must payment be made option by credit will not card be or or sent available by bank for electronic Exhibit Space wire transfer Rental Agreements to SEMA s bank, received City after National May Bank, Payments sent S. Flower after September St. 12th Floor, 26, Los must Angeles, be made CA by 90071, credit card Account or # , sent by bank Account electronic Name: wire transfer Specialty to Equipment SEMA s bank, Market City Association, National ABA Bank, Payments # , sent S. Flower after Swift September St. 12th Code Floor, CINAUS6L. 26, Los must Angeles, be All All made bank CA by fees 90071, credit incurred card Account or will # be , sent the by responsibility bank Account electronic of Name: the wire exhibitor. transfer Specialty to Equipment SEMA s bank, Market City Association, National ABA Bank, # , S. Flower Swift St. 12th Code Floor, CINAUS6L. Los Angeles, All bank CA fees 90071, incurred Account will # be , E. Amendments the responsibility Account to the of Name: the Exhibit exhibitor. Specialty Space Equipment Rental Agreement. Market Association, It is ABA understood # , and agreed Swift that Code any CINAUS6L. changes or All modifications bank fees incurred to the Exhibit will E. be Space Amendments the responsibility Rental Agreement to the of the Exhibit following exhibitor. Space the initial Rental submission Agreement. of the It Exhibit is understood Space Rental and Agreement agreed that by any Exhibitor changes shall or modifications be considered to the accepted Exhibit Space E. and Amendments approved Rental Agreement by Show to the Management Exhibit following Space the if initial notification Rental submission Agreement. provided of the It by Exhibit is Space understood Exhibitor Rental to, and Agreement agreed received that by, any Show Exhibitor changes Management shall or modifications be considered by any written to the accepted or Exhibit and Space electronic approved Rental form Agreement by of Show communication, Management following including the if initial notification , submission fax provided or of letter, the by Exhibit and/or Exhibitor Space notification Rental to, of and approval Agreement received is sent by, an Show back Exhibitor Management Exhibitor shall be by by considered any any form written of accepted written or or and electronic approved form communication. by of Show communication, Management Changes including shall if notification include, , fax but is provided or not letter, be limited by and/or to, notification Exhibitor to, of and approval received is sent by, Show back to Management Exhibitor by by any any form written of written or or electronic communication. form of communication, Changes including shall include, , fax but or not letter, be limited and/or to, notification of approval is sent back to Exhibitor by any form of written or electronic communication. Changes shall include, but not be limited to, EXHIBITOR RULES AND REGULATIONS

2 modifications to exhibit size, location, configuration, payment terms or cancellations by Exhibitor. Show Management shall consider by and to Exhibitor as full acceptance of such changes, and thereby modify the Exhibit Fees due from Exhibitor pursuant thereto. Consequently, if any changes to the Exhibit Space Rental Agreement increase fees due SEMA for the booth space, SEMA shall be authorized to make immediate charges to Exhibitor s credit card on file in order to ensure Exhibitor is current on its payment plan, as then on file with SEMA pursuant to the Exhibit Space Rental Agreement or any subsequent agreement for payment terms. Furthermore, changes initiated by Show Management to Exhibitor s exhibit space shall be communicated by electronic means ( ) to the address provided by Exhibitor on the Exhibit Space Rental Agreement, and all such communications will be interpreted as read and accepted unless otherwise explicitly specified to the contrary by the Exhibitor. F. Cancellations and Refunds. Cancellation of all or a portion of any exhibit space by Exhibitor must be made in writing. The following refund schedule for cancellations by Exhibitors will be strictly followed, determined by when written notification is received by Show Management, regardless of when Exhibitor enters into the Agreement: i. Exhibitor shall receive a full refund of of all all monies deposited to to Show Management provided written notification is is sent ( is is acceptable) acceptable) to Show Management to Show Management no later than no the later close than of the one close business of one day business following day Exhibitor s following selection Exhibitor s of booth selection space of booth during space the 2015 during SEMA the 2014 Space SEMA Selection. Space Exhibitor s Selection. selection Exhibitor s of selection booth space of booth shall space be the shall date in be which the date Exhibitor in which is scheduled Exhibitor is to scheduled select booth to select space booth based on space the priority based booth on the space priority order, booth which space is determined order, which in is the determined last week of in April, the last week With of respect April, to this With subparagraph, respect to this it subparagraph, irrelevant whether it is the irrelevant Exhibitor, whether or a proxy the for Exhibitor, a selects proxy for the Exhibitor, booth space. selects the ii. booth Effective space. one business day following Exhibitor s selection of booth ii. Effective space, as one determined business immediately day following above, Exhibitor s through selection August of 6, booth Show space, Management as determined shall retain immediately 50% of rental above, cost through of each August space 7, canceled, Show Management as liquidated damages. shall retain 50% of rental cost of each space canceled, iii. as Beginning liquidated August damages. 7, Show Management shall retain 100% of rental iii. cost Beginning of each August space 8, canceled, Show Management as liquidated shall damages. retain 100% of rental cost of each space canceled, as liquidated damages. No refunds are given after August 7 for any reason whatsoever, even if the Show is sold out. Refunds and liquidated damages are based on full exhibit space rental cost and not the deposit. Exhibitors canceling a portion of the contracted space cannot apply deposits for the canceled portion to the remaining contracted space. Show Management shall not be liable for interest on any amount refunded. Exhibitor is responsible for all bank fees incurred in payment of any fees related to the Show. Reduction of booth space, at any time, may result in the relocation of an exhibit. Cancellation monies cannot be applied to future shows. At its discretion, if at any time Show Management deems a display, Exhibitor and/or its contents objectionable, the exhibit shall be subject to removal or cancellation at Exhibitor s sole expense. This reservation includes persons, things, conduct, printed matter, signs, or any item of poor character, which in the sole judgment of Show Management, is detrimental to the Show. This reservation may be enacted at any time, regardless of whether it is before the Show or during the Show. In the event such a restriction is enforced during the Show, Show Management shall not be liable for refund of exhibit space rental fees or exhibit equipment rental fees, except at its sole discretion. Exhibitor hereby expressly waives any right and all claims, actions or demands for damages, costs and expenses, including without limitation, legal fees, lost profits, and costs of goods sold, against the Facility, Show Management, their directors, officers, agents, employees and/or servants for such restriction or removal. Notwithstanding the foregoing, Show Management reserves the right to prohibit the sale and/or display of any products it considers unsuitable for the Show or jeopardizes the Show s safe operations. 5. ELIGIBILITY Show Management reserves the right to determine eligibility of of Exhibitor for inclusion in the Show prior to, or after, execution of of the Agreement. Show Management will determine the the appropriateness of of products exhibited exhibited, by its distinctive and reserves characteristics the right or to performance prohibit display capability. or advertisement Show of products management which also are reserves in violation the of right these to prohibit Exhibitor display Rules & or Regulations, advertisement the of products Exhibitor which Display are Regulations, in violation of or these do not Exhibitor meet the Rules show & objectives. Regulations, the Exhibitor Display Regulations, or do not meet the show objectives. A. Exhibitor Categories. To exhibit in the Show, Exhibitor must meet at A. least Exhibitor one of Categories. the following To criteria: exhibit in the Show, Exhibitor must meet at least one of the following criteria: i. Manufacturers are companies that have products to display which are manufactured, packaged or marketed under Exhibitor s proprietary trade style or brand name. Companies that exhibit as a Manufacturer can only display those products for which it is the manufacturer and exclusive rights holder to distribute the product(s) in the United States, and must furthermore comply with Section 7.E. below. ii. A company that has an exclusive contract or agreement to sell a particular proprietary brand of products in the United States shall be considered an Exclusive Distributor. Exclusive Distributors must provide Show Management documentation to substantiate compliance with these criteria. Exclusive Distributors must submit a Letter of Appointment from the Manufacturer on the Manufacturer s letterhead, within fourteen days (14) of submission of the Exhibit Space Rental Agreement, regardless of whether Exhibitor has exhibited as an Exclusive Distributor in previous years. Show Management has the unilateral right to terminate the Agreement of an Exclusive Distributor, at any time, if the Exclusive Distributor fails to provide a letter of appointment to Show Management that is valid through the SEMA Show. Only those products, brands, trade names, logos or intellectual property for which the Exclusive Distributor has the exclusive rights in the United States may be displayed in the exhibit. Products, services or brands for which an Exhibitor is a non-exclusive seller may not be displayed, referred to in line cards, catalogs, signs, flyers or brochures, or depicted anywhere in the exhibit. iii. Service Providers may exhibit given that the service is provided to, or for, the automotive industry. Notwithstanding the foregoing, Show Management has the sole and exclusive right to accept and deny certain companies that may conflict with this provision if it finds such acceptance or denial is in the best interest of the Show. iv. Warehouse Distributors may exhibit its services as a Warehouse Distributor, but may not exhibit its own proprietary product, under any conditions, in the same exhibit space in which it is displaying its service as a Warehouse Distributor. Products, services or brands for which a Warehouse Distributor is a non-exclusive seller may not be displayed, referred to in line cards, catalogs, signs, flyers or brochures, or depicted anywhere in the exhibit. These products can be referred to in corporate capability brochures only. Booth vehicles are permitted in a Warehouse Distributor s booth providing they are race vehicles and have no affiliation with a specific manufacturer. Any representation on the car of a sponsoring company can be no more than 50 square inches and a maximum of three inches high. There can only be two representations of a company on the vehicle. Exhibitor must submit a photo of the vehicle to Show Management and receive written approval from Show B. Permitted Products. Products displayed must be automotive or powersports parts, accessories, equipment or automotive and powersports industry-related products or services. Exhibitor agrees to advertise or display only such products that are intended for and generally used in a manner that conform to State, Federal, or other applicable laws or regulations. No other products can be displayed or promoted. Exhibitor shall not have in its booth any product or display or distribute advertisements for a product that infringes upon the registered trademark, copyright or patent of another company. If a request is submitted to Show Management for enforcement of certain Intellectual Property Rights against an Exhibitor, Show Management shall be under no obligation whatsoever to facilitate or enforce such requested action unless under specific orders from a court of competent jurisdiction. It is understood and agreed that Exhibitors are not permitted to sell products for delivery at the Show, except as provided specifically by Show Orders may be taken for future delivery only. Product inventory in booths must be of an amount utilized for display only and may not be for delivery or resale at the Show. Any extra inventory deemed by Show Management to be more than necessary or reasonable for display purposes only will be removed by Exhibitor or confiscated by Show Management, at Exhibitor s expense. C. Non-Exhibiting Manufacturers Products. Exhibitor may not display products or signage in or above their booth from eligible nonexhibiting companies unless approved in writing by Show There can be a maximum of two representations for a non-exhibiting company on vehicles of no more than 50 square inches each. There can be no representations or media activities of non-exhibiting companies.

3 6. EXHIBIT SPACE ASSIGNMENT 6. A. EXHIBIT Space Selection SPACE ASSIGNMENT Process. The method of determining space assignment A. Space Selection is established Process. by Show The method Management of determining and may space be changed assignment from time to is time established without notice by Show to exhibitors Management in order and to may accommodate be changed from that which time to Show time Management without notice perceives to exhibitors as being order in the to accommodate best interest of that the Show. which No Show rights Management or privileges perceives are created as being for any in the Exhibitor best interest as a of the result Show. of previous No rights space or privileges assignments are created or years for of any participation Exhibitor in as the a result Show. of Notwithstanding previous space the assignments foregoing, or space years selection of participation is determined the by Show. seniority. Notwithstanding Immediately set the forth foregoing, below is space the current selection space is determined selection by seniority. process: Immediately set forth below is the current space selection process: i. Selection Order Draw. After the published deadline for submitting the i. Exhibit Selection Space Order Rental Draw. Agreement, After the published the Exhibit deadline Space for Selection submitting Order the Exhibit will be completed Space Rental to determine Agreement, each the company s Exhibit Space selection Selection time Order within will each be seniority completed group. to determine A company each typically company s earns selection one seniority time within point each for each seniority year it group. has exhibited A company at the typically SEMA earns Show. one SEMA-member seniority point for and each TIA-member year it has companies exhibited are at the given SEMA first Show. priority SEMA-member of selecting space. and SEMA TIA-member and members companies companies are given select first priority before of nonmembers, selecting space. SEMA regardless and of TIA seniority. members Member companies companies select before with the nonmembers, highest seniority regardless points are given of seniority. the first Member choice, followed companies by member with the highest companies seniority with points one less are seniority given the point, first and choice, so on. followed Nonmember by member companies companies followith one the same less seniority process point, after all and member so on. companies Nonmember have companies selected. follow ii. the Assignment same process Package. after Shortly all member after companies the selection have order selected. is ii. established, Assignment each Package. exhibitor Shortly will after receive the an selection addressed order is to the established, exhibitor each exhibitor contact will with receive information an related addressed to their to space the established selection date exhibitor and time. contact The with information will include related the company s to their space selection seniority and date selection and time. time, The which will will be include a time the range company s of one hour). seniority Important and information selection about time, the which space will selection be a time process range of and one a hour). link to the Important floor information plan will about also be the included. space selection process and a link to iii. the Space 2014 Selection. floor plan As will each also exhibitor s be included. space draw order number iii. comes Space Selection. to the top, Show As each Management exhibitor s space will attempt draw to order reach number each comes exhibitor to by the telephone top, Show at Management the number provided will attempt on the to reach Exhibit each Space exhibitor Rental Agreement. by telephone If the at the contact number is not provided available on at the the Exhibit telephone Space Rental number Agreement. provided, Show If the Management contact is not will available attempt at to the reach telephone the exhibit number contact at provided, each number Show indicated Management on the will Exhibit attempt Space to reach Rental the exhibit contact Agreement. at each During number the call, indicated the exhibitor on the Exhibit will be Space asked to Rental view the Agreement. current online During floorplan, the call, which the is exhibitor updated will approximately be asked to every view 30 the current minutes online during floorplan, space selection, which is and updated select approximately its company s every space 30from minutes the available during booths space in selection, the pre-designated and select section. its company s The exhibitor space from and the Show available Management booths view in the the pre-designated floorplan the section. same time The and exhibitor Showand Show Management Management will use view its best the floorplan efforts to at advise the same the exhibitor time and in Show finding Management the most desirous will use exhibit its best spaces efforts available. to advise If the exhibitor contact in findingis the not most available, desirous or Show exhibit Management spaces available. cannot reach If the exhibitor the exhibitor contact is not contact available, or another or Show authorized Management person cannot at the Exhibitor s reach the exhibitor company, contact then Show or another Management authorized will select person a booth at the space Exhibitor s for Exhibitor company, based then on what Show they Management deem to be will the select most desirous a booth space booth space for Exhibitor still based on available what they in the deem pre-determined to be the most section. desirous booth space still iv. available Proxy. Exhibitors in the pre-determined may appoint a section. non-company representative to iv. select Proxy. its Exhibitors space. In may order appoint to do so, a non-company Exhibitors can representative complete a proxy to select form on its space. In order to do so, or Exhibitors Show can Management complete a directly. proxy v. form Section & Size Changes. There or can be Show no section Management changes directly. during v. the Section space & selection. Size Changes. Size changes There can may be be no accepted section changes on a limited during the basis, space providing selection. it can Size be accommodated changes may be and accepted will not on impede a limited Show basis, Management s providing ability it can to be accommodated all and other will requests not impede previously Show Management s submitted by every ability other to accommodate Exhibitor. all other requests previously vi. submitted Confirmations. by every Exhibit other space Exhibitor. confirmations are issued by to vi. each Confirmations. Exhibitor on Exhibit the same space business confirmations day in which are issued it selected. by to each Included Exhibitor in the confirmations the same business are (i) the day number in which of the it is booth selected. Included selected; in (ii) the any confirmations restrictions that are may (i) the apply number to the of booth the booth selected; (iii) selected; pillar diagrams, (ii) any if restrictions applicable; that (iv) explanation may apply to of the any booth modifications selected; (iii) pillar made diagrams, to the Exhibit if applicable; Space Rental (iv) explanation Agreement, of if any applicable; modifications and (v) made further to instructions the Exhibit and Space guidance Rental on Agreement, how to prepare if applicable; for the Show. and (v) further instructions and guidance on how to prepare for the Show. B. Section Qualification. To qualify for a particular Show section, a minimum B. Section of Qualification. 75% of the product To qualify or services for a particular on display Show and the section, a minimum marketing of materials 75% of the being product distributed or services must be on specific display and to that the section. marketing materials being distributed must be specific to that section. C. Floor Plan. Show Management reserves the right to rearrange C. exhibitors Floor Plan. or adjust Show the Management floor plan to reserves accommodate the right the to best rearrange interest of exhibitors the Show. or The adjust floor the plan floor maintained plan to accommodate by Show Management the best interest shall be of the the official Show. floor The plan. floor Changes plan maintained may occur by at Show any time Management to accommodate shall be the official Show needs. floor plan. Changes may occur at any time to accommodate Show needs. D. Booth Change Request List. In order to be placed on a Booth Change D. Booth Request Change List Request for an improved List. In order booth to location, be placed exhibitor on a Booth must Change submit the Request online List application for an improved available booth on the location, SEMA Show s exhibitor Exhibitor must submit Manual the page online for Booth application Change available Requests. on the In SEMA order to Show s be assigned Exhibitor a Manual page for Booth Change Requests. In order to be assigned a new booth from the List, an exhibitor must be current in accordance new with their booth given from payment the List, plan exhibitor for all exhibit must be fees, current membership in accordance dues and with sponsorship their given fees payment due SEMA plan for all exhibit fees, membership dues and sponsorship fees due SEMA E. Sharing or Subletting Booth Space. Exhibitor shall not assign, sublet, E. Sharing share or or Subletting apportion the Booth whole Space. or any Exhibitor part of the shall space not assign, allotted, or sublet, have representatives, share or apportion products, the whole equipment, or any part signs, of the printed space materials allotted, or or have any representation representatives, from products, other than equipment, the company signs, contracted printed materials and or any assigned representation the exhibit from space other without than the prior company written contracted consent of and Show assigned the exhibit space without the prior written consent of Show F. Assignment/Transfer. This agreement is non-assignable by F. Exhibitor Assignment/Transfer. except where assignment This agreement is in connection is non-assignable with sale by or other Exhibitor transfer of except the assignor s where assignment trade or business is connection to the assignee, with sale but or such other transfer assignee of shall the assignor s display only trade products or business or services to the manufactured assignee, but or such assignee marketed shall by the display assignor, only except products with or the services express manufactured written consent or of marketed Show by the assignor, In the except event of with such the an express assignment, written assignor consent must of Show provide written notification In the to event Show of Management such assignment, at least assignor thirty (30) must provide days prior written to the notification Show. to Show Management at least thirty (30) days prior to the Show. G. OEM Space Assignments. SEMA shall assign exhibit space to G. original OEM equipment Space Assignments. vehicle manufacturers SEMA shall prior assign to the exhibit exhibit space space to original selection equipment in order to vehicle best serve manufacturers the needs prior of the to Show. the exhibit space selection in order to best serve the needs of the Show. H. Limitation of Services. The Facility s only service is to provide the H. overall Limitation show with of Services. electrical power, The Facility s water and only light service as may is to be provide the overall reasonably show required with electrical as well power, as reasonable water and heating light as and/or may air be reasonably conditioning required on Show as days well only, as reasonable not specific heating utilities and/or to individual air conditioning exhibitors. The on determination Show days only, of what not specific shall constitute utilities to reasonable individual for exhibitors. these purposes The determination shall be defined of what in the shall sole constitute and unfettered reasonable discretion for of these Facility. purposes shall be defined in the sole and unfettered discretion of the Facility. 7. OPERATION AND CONDUCT 7. A. OPERATION Exhibit Personnel. AND CONDUCT A. i. Attendants, Exhibit Personnel. models, and other employees must confine their i. activities Attendants, to the models, contracted and other exhibit employees space. must confine their ii. activities Exhibitor to personnel the contracted and representatives exhibit space. may not enter the exhibit ii. space Exhibitor loiter personnel in the and area representatives of another Exhibitor may not without enter permission the exhibit space from that or loiter Exhibitor, in the and area at of no another time may Exhibitor anyone without enter an permission exhibit from space that that Exhibitor, is not staffed. and at Violators no time may be anyone ejected enter from an the exhibit Show and space Exhibitor that is is subject not staffed. to a loss Violators of seniority may be points. ejected from the Show and iii. Exhibitors is shall subject not photograph a loss of seniority video points. an exhibit or product of iii. another Exhibitors Exhibitor. shall not photograph or video an exhibit or product of iv. another Exhibitor Exhibitor. may not harass or antagonize another party, remove iv. anything Exhibitor from may any not harass Exhibitor s antagonize booth, register another or give party, a badge remove to anything anyone not from qualified any Exhibitor s be in the booth, Show register or photograph or give a or badge videoto anyone another not Exhibitor s qualified booth to be or in products. the Show or photograph or video v. another Any Exhibitor Exhibitor s desiring booth to serve or products. legal papers upon another Exhibitor v. must Any Exhibitor abide by desiring the procedures to serve set legal forth papers in the upon Intellectual another Properties Exhibitor must rules in abide the Exhibitor by the procedures Services set section forth on in the Intellectual Properties rules Exhibitors in the are Exhibitor not permitted Services to section serve such on papers in the exhibit halls Exhibitors public areas not of the permitted Las Vegas to serve Convention such papers Center. in the exhibit halls vi. or Booths public must areas be of staffed the Las during Vegas all Convention show hours. Center. Booths not staffed vi. could Booths be must subject be staffed to loss during of seniority, all show loss hours. of credentials Booths not for future staffed could shows be and subject loss of to other loss of show seniority, privileges loss as of credentials determined for by future the SEMA shows Show Committee. and loss of No other area show of the privileges Facility as shall determined be used for by any the SEMA Show improper, Committee. immoral, No illegal area or of objectionable the Facility shall purpose. be used for any improper, immoral, illegal or objectionable purpose. B. Attire. All exhibitor personnel and their contractors must wear B. appropriate Attire. All apparel exhibitor at all personnel times. This and requirement their contractors prohibits, must among wear appropriate other items, apparel bathing at suits, all times. thongs, This lingerie, requirement excessively prohibits, short among skirts, other painted items, bodies bathing and transparent suits, thongs, apparel. lingerie, Show excessively Management short skirts, reserves painted the right bodies to make and determinations transparent apparel. on appropriate Show Management apparel. Business reserves or the business right to casual make attire determinations is recommended. on appropriate Exhibitors apparel. who are Business uncertain or business with regard casual to compliance attire is recommended. with the appropriate Exhibitors apparel who and are uncertain with entertainment regard to compliance regulations are with encouraged the appropriate to consult apparel with and Show entertainment Management in regulations advance of are the encouraged Show. to consult with Show Management in advance of the Show. C. Buyer Activities. Exhibitors are not permitted to host or sponsor any C. event Buyer off the Activities. Show floor Exhibitors that attracts are not buyers permitted during to exhibit host or hours, sponsor any event without off prior the written Show floor permission that attracts of Show buyers during exhibit Hospitality hours, without functions prior away written from permission the Convention of Show Center shall not open Hospitality before 6:00 functions p.m. each away show from day. the Hospitality Convention functions Center at shall the not Convention open before Center 6:00 p.m. can start each at show 5:00 day. p.m. Hospitality functions at the Convention Center can start at 5:00 p.m. D. Outboarding. Companies eligible to exhibit at the Show that do not D. exhibit, Outboarding. but host buyers Companies at a venue eligible away to from exhibit the at Show the Show during that set-up do not exhibit, but host buyers at a venue away from the Show during set-up

4 days or Show days, may be prohibited from exhibiting in the SEMA Show for one to three years as determined by the SEMA Show Committee and may forfeit all seniority points. Registration credentials will not be issued to any employees of such company. Exhibiting companies are encouraged to protect their investment and report any violators to Show E. Advertising Outside Exhibitorʼs Space. Exhibitor shall not, without the written consent of Show Management, distribute, or permit to be distributed, any advertising matter, literature, souvenir items or promotional materials in or about the exhibit areas except from its own allotted exhibit space. Exhibitor shall not post or exhibit any signs, advertisements, show bills, lithograph posters or cards of any description on any part of the premises of the Facility, except within the Exhibitor s booth space and upon such space as is made available for such purposes by the Facility. Nothing can be affixed to the walls, columns, carpet, concrete or pavement, nor can anything be projected on space or areas beyond Exhibitor s booth space without written permission. F. Booth Noise. Music or noise emitting from the exhibit space cannot exceed 85 decibels. Exhibitors receiving requests from Show Management to reduce the music volume or noise level must conform immediately to the request or be subject to having the power to the sound system disconnected. If after receiving a second warning that they are in violation, the power to the sound system will be disconnected for the remainder of the day. If there is a third violation, the power will be disconnected for the remainder of the Show. G. Entertainment, Music. All music and entertainment must be in good taste and not include any lyrics that are inflammatory, sexually explicit, sexist, gangster rap or that promote activities of any type that defame or denigrate women, law enforcement or other established authorities. Dancing and modeling shall not include any lewd or sexually suggestive poses or actions. Show Management shall be the final authority on the acceptability of music played by Exhibitors and the activities of booth models and entertainers. Violators are subject to immediate closure of their booth, removal of booth personnel and/or closure of the exhibit for the duration of the Show. H. Product Comparisons. Product comparisons or information using product or written materials of companies other than the contracted Exhibitor are prohibited. I. Objectionable Exhibits. See Section 4.F. above regarding Show Management s rights to prohibit exhibits of an objectionable manner. J. Food and Beverage. Alcoholic beverages may not be served within an Exhibitor s exhibit space without written consent from Show Alcoholic beverages may not be served during exhibit move-in or move-out under any conditions. The official Facility caterer must provide food and/or beverage items served within an Exhibitor s exhibit space. Preparation of food within the contracted exhibit space is prohibited. Exhibitor cannot bring into the Facility any food or beverages of any kind, without the prior written permission from the Facility s official caterer. K. Electrical. Electrical equipment and wiring require evidence of testing and approval by a nationally recognized testing laboratory, and must conform to the electrical codes and regulations as indicated in the Exhibitor Display Rules. L. Inspection. All displays will be inspected during move-in days and any Exhibitor deviating from the regulations must make modifications to its exhibit at Exhibitor s expense prior to Show opening. If modifications are not made by Exhibitor, Show Management will instruct its official contractors to make any necessary adjustments, at Exhibitor s sole expense. Moreover, Exhibitor shall be responsible for all costs associated with ensuring any activities and displays outside, if applicable, are deemed safe under any and all conditions, as determined by SEMA in its sole discretion. SEMA will not be subject to any damages whatsoever should an activity or display be required to be terminated or removed by SEMA, or its designees, due to such circumstances. M. Insurance. Exhibitor will not perform or permit to be performed anything in or upon any portion of the exhibit areas, or bring or keep anything therein or thereon which will in any way conflict with the conditions of any insurance policy upon the Facility or any part thereof, or in any way increase any rate of insurance upon the building or any property kept there without written consent of the president of the Facility. Furthermore, Exhibitors must secure and present proof of insurance to Show Management, as specified below: i. Dangerous Activity - If Exhibitor is performing an activity within their exhibit space or elsewhere in or around the facility that could potentially pose a risk (i.e., welding, painting, etc.), Exhibitor must provide Show Management proof of comprehensive general liability insurance which consists of $1,000,000 combined single limit bodily injury and broad form property damage, including broad form contractual liability, and name SEMA and the Las Vegas Convention and Visitors Authority as additional insured on such policy. Exhibitor agrees that their insurance coverage will be of a Best A rating or better, and be primary and non-contributory to any other insurance coverage, and provides a Waiver of Subrogation in favor of SEMA and the Las Vegas Convention and Visitors Authority. ii. Booth Set-Up - If Exhibitor will be performing any booth installation and/or dismantling with its own employees, Exhibitor must secure a commercial general insurance policy in the amount of at least two hundred and fifty thousand dollars ($250,000), which names the Las Vegas Convention & Visitors Authority, SEMA as additional insured. N. Prohibited Equipment / Materials / Chemicals. Exhibitor will not put up or operate any engine or motor or machinery on the premises, excepting normal equipment utilized to set up and dismantle exhibits, or use or store oils, burning fluids, camphene, kerosene, naphtha or gasoline for either mechanical or other purposes, or any agent other than electricity for illuminating purposes. O. Hazardous Materials. Harmful or noxious odors or fumes must be negligible and contained within the display. Hazardous materials are prohibited unless approved in writing by Show Exhibitor is responsible for the proper care, handling, security, removal, and disposal of all hazardous materials entered upon Facility premises by Exhibitor, as required by current Environmental Protection Agency or other applicable standards in effect at the time of occupancy. Disposal of hazardous materials or toxic waste must comply with all city, state, and federal laws. P. Damages. Exhibitor shall yield the exhibit areas back to the Facility at the conclusion of the Show, in good condition and repair, ordinary wear and tear excepted. Any costs incurred by Show Management or the Facility to restore the exhibit areas to its condition prior to the show, including but not limited to removal of signs, balloons, tape and other things not removed by Exhibitor, shall be the responsibility of Exhibitor. Exhibitor is responsible for all damage to any property caused by Exhibitor personnel. Q. Intellectual Property Rights, Rights. Including As more fully Anti-Counterfeiting set forth in the separate Policy. As Intellectual more fully Property set forth Rights in the form separate included Intellectual in the Exhibitor Property Services Rights Policy included Manual section in the Exhibitor on Services Manual section which on is incorporated herein which by this is reference, incorporated all Exhibitors herein by reference, shall comply all with Exhibitors the rules shall and comply with the regulations policy on regarding Intellectual the Property procedures Rights. relating No Exhibitor Intellectual may sell, Property offer, advertise, Rights claims, or display including counterfeit the processes or knock-off for serving products. injunctive SEMA papers. reserves the Violation right, by in its an sole Exhibitor discretion, of these to prohibit rules could a company result in from either attending a closure of or that exhibiting Exhibitor s at a booth, SEMA-sponsored loss of seniority, show and/or if said exclusion company from sells, offers, advertises, participating or at displays future SEMA-sponsored counterfeit or knock-off Shows. products If it is determined, or any product at that the Show, SEMA that deems your to company be deceptively may be or in illegally violation marketed. of another Additionally, Exhibitor's violation Intellectual by Property an Exhibitor Rights of these and you rules are could requested result in to a remove written warning, the removal product from of offending display, items but refuse from your to do company s so, then, in booth, the event closure that of your company s following the booth, Show loss it is of determined Show seniority, by a court rejection of competent of an application jurisdiction to attend that your or company exhibit at a was SEMA-sponsored in violation, and show, you did rejection not remove or revocation the product of from membership your exhibit status, the and/or show as exclusion described from above, future then SEMA-sponsored your company shows, may be as prohibited an exhibitor from or participating attendee. in any SEMA-sponsored shows for two years. R. Accidents/Incidents. Any accident or incident involving or occurring in Exhibitor s booth, or as it relates to booth personnel must be reported to Show Management as soon as possible. Show Management will create a report of the incident, and where applicable, provide Exhibitor with a Theft/Damage Report or Injury Report.

5 S. Lotteries and Contests. The operation of games of chance or lottery devices, or the actual or simulated pursuit of any recreational pastime is permitted only upon prior written approval of Show T. Retail Sales. Exhibitors are not permitted to sell products for delivery at the Show without Show Management s prior written approval. Orders may be taken for future delivery only. U. Photography/Video/Recording. i. No exhibit, performance or event presented at the Show shall be photographed, videotaped, broadcast or recorded for commercial use, sale or distribution of any kind without the express written consent of Show If found in violation of this section, Exhibitor agrees to surrender recording media immediately at the request of Show Management and is subject to a loss of seniority. No entity may use any audio or visual devices, including film, videotape, DVD, webcam, or any other similar methods which may be available to capture audio or visual images of the Show or its events without written permission of SEMA. Video material of the event is available from SEMA and may be provided to legitimate news organizations. Video material for commercial use may be provided at prevailing rates. SEMA is responsible for the approval of all requests for access to obtain audio or visual materials, including film, video and streaming video from all SEMA events. ii. Every person operating an audio or visual device, including but not limited to videotape, film camera, digital video cameras and webcams at the Show must display the proper credentials issued by SEMA. No entity may supply, sell or resell any audio or visual material of any SEMA Show without the express written consent of SEMA. iv. No entity, with the exception of official SEMA licensees, may represent that it is the official, authorized, or sole provider of Show content or coverage. Furthermore, Exhibitor hereby waives its right of refusal to have its personnel, as well product or exhibit, to be photographed, video taped, broadcast or recorded in any medium for any use whatsoever by Show Management or its designated official and authorized agency, including without limitation, uses by Showauthorized or sanctioned media producing broadcasts derived from material gathered at the Show. v. In consideration of being allowed to participate in the SEMA and AAPEX Shows, the participant hereby grants the SEMA and AAPEX Shows and their assigns, (1) full and unconditional permission to make still or motion pictures and any other type(s) of audio, video or visual recordings of Participant's activities and participation in the SEMA and AAPEX Shows Event and at the site of the Event before, during and after the Event; and (2) the exclusive, worldwide and perpetual rights to use the same, together with the name, likeness and biography of Participant and its employees and assigns, along with the names, likenesses and data of, or relating to, Participant's products and display, for publicity, advertising, endorsements, promotion and any other kind or type of exhibition or exploitations, whether or not for profit, in print, audio, video, and other communications media by reproduction and sale or other distribution by any and all means now known or hereafter developed. V. Music/Photographs/Other Copyrighted Material. Exhibitor warrants and represents that no music, literary or artistic work or other property protected by copyright, nor the name of any performing individual or group protected by trademark will be performed, reproduced or used incident to the Exhibitor s participation in the Show, unless the Exhibitor has previously thereto obtained written permission from the copyright or trademark holder. Exhibitor acknowledges that Exhibitor acts under this Agreement as an independent contractor, charged with the responsibility in its sole discretion for selection, performances, reproduction and use of such musical, literary and artistic works and such individual performer or group of performers as it deems appropriate and that it undertakes strict compliance with all laws respecting copyrights and trademarks and the performance, reproduction and use of musical, literary and artistic works or the use of the name of the performer or performing individuals or group. Exhibitor warrants that in the performance of this Agreement, Exhibitor will not infringe any statutory common law or other right of any person in performing, reproducing or otherwise making use of any work or material or performer or performing group. Exhibitors agrees to pay when due all royalties, license fees or other charges accruing or becoming due to any firm, person or corporation by reason of any music, either live or recorded, or other entertainment of any kind or nature, played, staged or produced by the Exhibitor, its agents or employees upon or within the premises covered by this Agreement, including but not limited to, royalties or licensing fees due to BMI, ASCAP or SESAC. Exhibitor will indemnify, save and hold harmless Show Management and the Facility and their directors, officers, agents, employees and servants from and against all claims, costs and expenses, including legal fees, demands, actions and liabilities of every kind and character whatsoever with respect to copyright and trademark rights, royalties and fees and the performance, reproduction and use of musical, literary and artistic works or in the name of a performing individual or group. 8. MOVE-IN / MOVE-OUT / EXHIBIT INSTALLATION & DISMANTLE A. Freight Target Times. Exhibitors are assigned a specific date and time by Show Management to systematically unload freight at show site. Missing this time may result in additional fees. However, this does not apply to hand-carry freight or booth vehicles. Exhibitors may also ship freight to Freeman s warehouse, prior to the show. Any freight received at the Official Service Contractor s warehouse will be delivered according to target times. Exhibitors shipping direct to the Las Vegas Convention Center prior to the Show must meet the assigned target time and date. B. Material Handling. All material handling during move-in and moveout, as well as the movement of empty crates and the operation of material handling equipment, must be performed by Freeman, except as indicated below. Freeman has the responsibility of managing docks and scheduling vehicles for the smooth and efficient move-in and moveout of the Show. Freeman is not responsible for any material it does not handle. Exhibitors may hand carry material, provided material handling equipment is not used. Hand carry exhibitors may not be permitted access to the loading dock or freight door areas. See the Hand Carry Rules in the Exhibitor Services Manual on for more instructions and qualifications. C. Labor. The Exhibitor agrees to abide by all agreements between Show Management, Freeman, the Facility, or any of its agents pertaining to using union labor in the exhibit areas, and to abide by all labor regulations as stated in Exhibitor Services on Show Management is not liable for changes in union regulations. A labor entity has jurisdiction through a labor agreement with Freeman for the erection, touch-up painting, dismantling and repair of all exhibits when such work is done by persons other than Exhibitor s full-time company personnel. This work includes wall coverings, floor coverings, pipe and drape, painting, hanging of signs and decorative materials from the ceiling, placement of all signs and the erection of platforms used for exhibit purposes. The labor entity s jurisdiction does not cover the placement of Exhibitor s products on display, the opening of cartons containing Exhibitor s products, nor the performance, testing, maintenance or repairs of Exhibitor s product. If full-time company personnel are utilized to set an exhibit, they should carry positive company identification, such as a medical identification card, payroll stub, or have a company payroll report available. This rule prohibits the utilization of workers hired from a non-union agency or company. Exhibitor personnel may set-up the booth, provided the booth, walls, and fixtures can be completed without use of saws, pipe wrenches or power tools. Hand tools, electric drills and screwdrivers can be used for installation. For safety reasons, Exhibitors may not do any installation work that requires standing on a ladder over 30 inches high. D. Display Installation Deadline. All displays must be in place by 3:00 p.m. on Monday, November Display material, cartons and refuse must be removed from the aisles, and empty crates labeled and ready for removal by 3:00 p.m. on the last move-in day. E. Late Installation. If installation of any exhibit has not started by 3:00 p.m. on the last move-in day, then Show Management shall erect the exhibit and Exhibitor will be billed for and agrees to pay for all charges incurred. Show Management shall not be liable for damages that may occur during this installation. F. Space Abandonment. Any space not claimed and occupied by 3:00 p.m. on the last move-in day, may be resold or reassigned by Show Management, without obligation on the part of Show Management for any refund to the Exhibitor whatsoever.

6 G. Removal of Product or Equipment. The removal of product and equipment prior to Show requires that exhibitor obtain a merchandise G. Removal of Product or Equipment. The removal of product and removal pass from Show Nothing may be removed on equipment prior to Show requires that exhibitor obtain a merchandise Friday, the final day of the show, between 1:00 p.m. - 4:00 p.m. removal pass from Show Nothing may be removed on Friday, the final day of the show, between 1:00 p.m. - 4:00 p.m. H. Timely Dismantle. Exhibitor agrees to dismantle display as soon as practical after the end of the Show. If teardown of the exhibit has not H. Timely Dismantle. Exhibitor agrees to dismantle display as soon as commenced by 12:00 noon the day after show close, then Show practical after the end of the Show. If teardown of the exhibit has not Management shall have the exhibit dismantled at the Exhibitor s expense. commenced by 12:00 noon the day after show close, then Show Management shall have the exhibit dismantled at the Exhibitor s expense. I. Early Move-out. Exhibitor shall not initiate move-out or abandon its exhibit prior to the official Show closing time on the final Show day. I. Early Move-out. Exhibitor shall not initiate move-out or abandon its Violation will cause Exhibitor to be subject to a $500 fine and a loss of exhibit prior to the official Show closing time on the final Show day. seniority in future Shows. Violation will cause Exhibitor to be subject to a $500 fine and a loss of seniority in future Shows. J. Safety Requirements / Smoking. Exhibitor shall not allow its display to block the view of, or impede access to fire alarm boxes, fire hose J. Safety Requirements / Smoking. Exhibitor shall not allow its display cabinets, fire extinguishers, fire strobe lights, or other safety equipment. to block the view of, or impede access to fire alarm boxes, fire hose Smoking is prohibited in the Facility. cabinets, fire extinguishers, fire strobe lights, or other safety equipment. Smoking is prohibited in the Facility. K. Exhibitor-Appointed Contractors (EAC). An EAC is any contractor not listed in the Exhibitor Services Manual on as K. Exhibitor-Appointed Contractors (EAC). An EAC is any contractor an official SEMA-designated contractor. All Exhibitors using the services not listed in the Exhibitor Services Manual on as of an EAC are responsible for ensuring that the EAC conforms to the an official SEMA-designated contractor. All Exhibitors using the services regulations included in the Exhibitor Services Manual on of an EAC are responsible for ensuring that the EAC conforms to the regulations included in the Exhibitor Services Manual on L. Outbound Freight. All freight must be ready for shipment no later than 12:00 noon on Sunday following the show or Freeman will remove it L. Outbound Freight. All freight must be ready for shipment no later at Exhibitor s expense. Exhibitor s preferred carrier must check in by than 12:00 noon on Sunday following the show or Freeman will remove it 9:00am Sunday. Exhibitor freight will be sent with an official freight at Exhibitor s expense. Exhibitor s preferred carrier must check in by carrier of Freeman or sent back to Freeman s warehouse where storage 9:00am Sunday. Exhibitor freight will be sent with an official freight fees will accrue if carrier fails to meet check-in deadline. Freight fees carrier of Freeman or sent back to Freeman s warehouse where storage under these conditions are generally greater than those paid inbound by fees will accrue if carrier fails to meet check-in deadline. Freight fees the Exhibitor. Exhibitor further agrees to indemnify and hold Show under these conditions are generally greater than those paid inbound by Management harmless against any and all claims which may arise from the Exhibitor. Exhibitor further agrees to indemnify and hold Show the dismantling, including without limitation, damages to the premises, Management harmless against any and all claims which may arise from the display or personal injury due to holding over by Exhibitor past its the dismantling, including without limitation, damages to the premises, allotted time of occupancy. the display or personal injury due to holding over by Exhibitor past its allotted time of occupancy. M. Move-out Security. Exhibitor personnel should remain in the contracted exhibit space until Exhibitor s display materials are secured M. Move-out Security. Exhibitor personnel should remain in the and accepted by the freight carrier or otherwise removed by Exhibitor. contracted exhibit space until Exhibitor s display materials are secured Show Management and Freeman assume no responsibility for exhibit and accepted by the freight carrier or otherwise removed by Exhibitor. material left unattended in the exhibit hall during move-out. Submission of Show Management and Freeman assume no responsibility for exhibit a Material Handling Agreement to Freeman does not transfer material left unattended in the exhibit hall during move-out. Submission of responsibility to Freeman. a Material Handling Agreement to Freeman does not transfer responsibility to Freeman. 9. ADMISSION REGULATIONS A. Children. No one under 16 years of age is allowed in the Show, 9. ADMISSION REGULATIONS including during Exhibitor move-in and move-out. A. Children. No one under 16 years of age is allowed in the Show, including during Exhibitor move-in and move-out. B. Badges. Admission to the Show is by official Show registration badge. Badges must be worn at all times, including move-in and move-out. B. Badges. Admission to the Show is by official Show registration badge. Exhibitor is responsible for ensuring badges are provided only to the Badges must be worn at all times, including move-in and move-out. company s personnel. Exhibitor badges may not be ordered for or Exhibitor is responsible for ensuring badges are provided only to the transferred to buyers or non-employees. Doing so may result in loss of company s personnel. Exhibitor badges may not be ordered for or seniority points. Badges are the property of Show Management and are transferred to buyers or non-employees. Doing so may result in loss of non-transferable. Exhibitor waives any right to claim for damages against seniority points. Badges are the property of Show Management and are Show Management or the Facility for the ejection of any person or non-transferable. Exhibitor waives any right to claim for damages against persons from the Facility by the Facility or Show Management where, in Show Management or the Facility for the ejection of any person or the sole determination of the Facility and/or Show Management, such persons from the Facility by the Facility or Show Management where, in person or persons have or likely will create a danger to public health and/ the sole determination of the Facility and/or Show Management, such or safety or behave in an objectionable manner. person or persons have or likely will create a danger to public health and/ or safety or behave in an objectionable manner. 10. SHOW SENIORITY RULES Any authorized assignments are subject to the Show Seniority Rules 10. SHOW SENIORITY RULES implemented by the SEMA Board of Directors, January 1988, as Any authorized assignments are subject to the Show Seniority Rules amended January 1990, June 1990, August 1996, January 2007, and implemented by the SEMA Board of Directors, January 1988, as April, Awarding seniority points creates no rights for exhibitors. amended January 1990, June 1990, August 1996, January 2007, and Seniority points are provided to exhibiting companies strictly for the April, Awarding seniority points creates no rights for exhibitors. purpose of determining placement of one exhibit location in the nextfollowing show and have no other value. The program of providing Seniority points are provided to exhibiting companies strictly for the purpose of determining placement of one exhibit location in the nextfollowing show and have no other value. The program of providing seniority points for determining placement may be changed at any time by SEMA. SEMA reserves the right to establish placement of companies seniority points for determining placement may be changed at any time in any fashion that SEMA determines best serves the purposes of the by SEMA. SEMA reserves the right to establish placement of companies Show, regardless of prior exhibit space assignments or number of points in any fashion that SEMA determines best serves the purposes of the that have been awarded. Show, regardless of prior exhibit space assignments or number of points that have been awarded. Companies are provided one seniority point for each year the company exhibits in the Show with the exception of 2009 when two Companies are provided one seniority point for each year the points were issued for exhibiting. No points are provided if a company exhibits in the Show with the exception of 2009 when two company pays the exhibit rental price, but does not exhibit or does points were issued for exhibiting. No points are provided if a not staff the booth. Subject to the forfeiture rules set forth below, if a company pays the exhibit rental price, but does not exhibit or does company does not exhibit during any particular year, points awarded not staff the booth. Subject to the forfeiture rules set forth below, if a from previous years of participation are carried forward, but no company does not exhibit during any particular year, points awarded additional points are awarded. Points are provided to the company from previous years of participation are carried forward, but no indicated as Company Name in Step 1 of the Exhibit Space Rental additional points are awarded. Points are provided to the company Agreement and not to subsidiaries, divisions or brand names; indicated as Company Name in Step 1 of the Exhibit Space Rental provided however, seniority will be awarded to a company s Exhibit Agreement and not to subsidiaries, divisions or brand names; As name only under the specific circumstances set forth in provided however, seniority will be awarded to a company s Exhibit subparagraph 10.A.i. and 10.A.ii. below. As name only under the specific circumstances set forth in An Exhibitor cannot increase seniority points by any purchase, subparagraph 10.A.i. and 10.A.ii. below. acquisition or merger, except as provided herein. An Exhibitor cannot increase seniority points by any purchase, acquisition or merger, except as provided herein. A. Transfer. Seniority Points are transferable as follows: i. Effect of Merger/Acquisition on Space Selection (Multiple A. Transfer. Seniority Points are transferable as follows: Companies with Pre-Existing Seniority) - In the event two or more i. Effect of Merger/Acquisition on Space Selection (Multiple companies with pre-existing seniority are merged into one entity or Companies with Pre-Existing Seniority) - In the event two or more are collectively owned by the same parent company, and are then companies with pre-existing seniority are merged into one entity or all exhibiting in the same section at the SEMA Show, then all are collectively owned by the same parent company, and are then companies will be able to select their booths at the same time all exhibiting in the same section at the SEMA Show, then all based on the highest of the seniority numbers. If, however, the companies will be able to select their booths at the same time companies are exhibiting in multiple sections at the SEMA Show, based on the highest of the seniority numbers. If, however, the then each booth will be picked at the seniority number established companies are exhibiting in multiple sections at the SEMA Show, by each company before the merger/acquisition. then each booth will be picked at the seniority number established ii. Seniority of Multiple Companies during Merger/Acquisition While by each company before the merger/acquisition. multiple companies are collectively owned by the same parent ii. Seniority of Multiple Companies during Merger/Acquisition While company, or are merged into one entity, then all pre-existing multiple companies are collectively owned by the same parent entities will continue to accrue seniority for each year in which they company, or are merged into one entity, then all pre-existing exhibit at the SEMA Show either separately or in the same booth, entities will continue to accrue seniority for each year in which they so long as each division/brand is displayed at the SEMA Show in a exhibit at the SEMA Show either separately or in the same booth, booth s Exhibit As name. Forfeiture of seniority for any of the so long as each division/brand is displayed at the SEMA Show in a merged companies, due to absence from the SEMA Show, will not booth s Exhibit As name. Forfeiture of seniority for any of the be applicable during such merger/acquisition period if the parent merged companies, due to absence from the SEMA Show, will not company continues to exhibit at the Show during that period. be applicable during such merger/acquisition period if the parent iii. Seniority of Multiple Companies Post-Merger/Acquisition In the company continues to exhibit at the Show during that period. event one or multiple entities/divisions of the merged company that iii. Seniority of Multiple Companies Post-Merger/Acquisition In the had pre-existing seniority before the merger are divested in its event one or multiple entities/divisions of the merged company that entirety from the parent company, through the sale of its brands, had pre-existing seniority before the merger are divested in its product lines, operations and assets, such divested company will entirety from the parent company, through the sale of its brands, retain the seniority it had prior to the merger plus the seniority it product lines, operations and assets, such divested company will earned while a part of the merged entity. The former parent retain the seniority it had prior to the merger plus the seniority it company only retains the seniority it had prior to the merger either earned while a part of the merged entity. The former parent through its own Show activity or through other acquisitions. company only retains the seniority it had prior to the merger either through its own Show activity or through other acquisitions. Except as specifically set forth herein, sale or transfer of a name, product line, tooling or a portion or segment of a company shall not Except as specifically set forth herein, sale or transfer of a name, constitute transfer of a company for purposes of these Exhibitor product line, tooling or a portion or segment of a company shall not Rules and Regulations. constitute transfer of a company for purposes of these Exhibitor Rules and Regulations. B. Forfeiture. Seniority points are forfeited as follows: i. Except as specifically set forth under subparagraph 10.A.ii above, B. Forfeiture. Seniority points are forfeited as follows: companies that dissolve or discontinue operations or have been i. Except as specifically set forth under subparagraph 10.A.ii above, acquired forfeit all seniority points. companies that dissolve or discontinue operations or have been ii. Commencing with the 2007 SEMA Show, exhibitors that fail to acquired forfeit all seniority points. exhibit at the Show for a period of time, for any reason ii. Commencing with the 2007 SEMA Show, exhibitors that fail to whatsoever, shall forfeit their seniority pursuant to the following exhibit at the Show for a period of time, for any reason schedule: whatsoever, shall forfeit their seniority pursuant to the following Exhibitors that fail to exhibit in two consecutive years lose 50% schedule: Exhibitors that fail to exhibit in two consecutive years lose 50% Exhibitors that fail to exhibit in three consecutive years lose 75% Exhibitors that fail to exhibit in three consecutive years lose 75% Exhibitors that fail to exhibit in four consecutive years lose 100% Exhibitors that fail to exhibit in four consecutive years lose 100% iii. Exhibitors may forfeit all or a portion of their seniority points as a consequence of any action that is in violation of the Exhibitor Rules iii. Exhibitors may forfeit all or a portion of their seniority points as a and Regulations as decided by the SEMA Show Committee. consequence of any action that is in violation of the Exhibitor Rules iv. Forfeited seniority points cannot be restored unless otherwise and Regulations as decided by the SEMA Show Committee. determined by the SEMA Show Committee. The SEMA Board of iv. Forfeited seniority points cannot be restored unless otherwise Directors is the final authority on all questions regarding this policy. determined by the SEMA Show Committee. The SEMA Board of Any authorized assignments are subject to the Show Seniority Directors is the final authority on all questions regarding this policy. Rules as stated in subparagraph A. above. For further information Any authorized assignments are subject to the Show Seniority regarding seniority, contact Show Rules as stated in subparagraph A. above. For further information regarding seniority, contact Show

7 11. VIOLATIONS 11. The VIOLATIONS Exhibitor shall be bound by the rules and regulations set forth herein, The and by Exhibitor such additional shall be bound rules and by the regulations rules and which regulations may be set established forth herein, by and the Facility by such and additional Show Management rules and regulations including, which but not may limited be established to, those by the contained Facility within and Show the Exhibit Management Display including, Regulations but and not the limited Exhibitor to, those contained Services section within the on Exhibit Display Regulations Show and Management the Exhibitor shall Services enforce all section Show on rules and regulations, and its Show decision Management on these shall matters enforce will be final. all Show All matters rules and regulations, questions not and covered its decision by the on regulations these matters will shall be be final. subject All matters to the final and judgment questions and not decision covered of by Show the regulations shall Any violation be subject by to the the Exhibitor final judgment of any of and the decision terms and of Show conditions herein Any shall violation subject Exhibitor by the Exhibitor cancellation of any of of the terms Agreement and conditions to occupy herein exhibit shall space, subject to forfeiture Exhibitor of any to cancellation monies paid of on the account Agreement thereof, to occupy and could exhibit space, make exhibitor forfeiture subject of any to loss monies of seniority, paid on account loss of credentials thereof, and for could future make shows exhibitor and loss subject of other to show loss privileges. of seniority, Upon loss of due credentials notice of for such future shows cancellation, and loss Show of other Management show privileges. shall have Upon the due right notice to take of possession such cancellation, of the Exhibitor s Show space, Management remove shall persons have the and right properties to take of possession the of Exhibitor, the Exhibitor s and hold space, the Exhibitor remove accountable all persons and for all properties risks and of expenses the Exhibitor, incurred in and such hold removal. the Exhibitor accountable for all risks and expenses incurred in such removal. 12. COMPLIANCE WITH LAWS 12. Exhibitor COMPLIANCE agrees to comply WITH LAWS with and be bound by all laws of the United Exhibitor States and agrees the State to comply of Nevada, with and all ordinances be bound by of all Clark laws County, of the United and States wherever and applicable, the State of all Nevada, rules and all regulations ordinances of of the Clark police County, department and wherever and fire department applicable, and all rules those and policies regulations and criteria of the which police have department been and established fire department by the Facility and those for use policies of the and exhibit criteria areas. which Exhibitor have been agrees established that this Agreement by the Facility shall be for interpreted use of the and exhibit enforced areas. under Exhibitor California agrees that law, this and Agreement this Agreement shall can be interpreted only be entered and enforced and/or interpreted under California in the law, state and or federal this Agreement courts in the can State only be of California. entered and/or Exhibitor, interpreted by executing the state this Agreement, or federal courts either online the State or in writing, of California. submits Exhibitor, the jurisdiction by executing of this any Agreement, and all California either courts. online Any or in dispute, writing, submits cause of to action the jurisdiction or claim for of any relief, and between all California Exhibitor, courts. SEMA Any and dispute, the Facility cause regarding of action or the claim terms, for relief, enforcement, between interpretation, Exhibitor, SEMA administration and the Facility or performance regarding the of this terms, enforcement, Agreement shall interpretation, be submitted administration to the California performance Arbitration Association of this for Agreement binding arbitration shall be pursuant submitted to the to the Uniform California Arbitration Arbitration Act as Association codified in for binding California arbitration law. Exhibitor pursuant must to conform the Uniform to all Arbitration standard Act fire as codes codified of the in California Facility. Combustible law. Exhibitor materials must conform or explosives to all standard are not permitted fire codes in of or the Facility. around the Combustible exhibit areas materials without or written explosives permission are not from permitted Show in or around the exhibit areas without written permission from Show 13. ACCESS CONTROL hour ACCESS access CONTROL control will be provided from the start of move-in to the 24-hour end of move-out. access control Show will Management be provided shall from not the be start held of responsible move-in to for the the end loss of move-out. any material Show by any Management cause and shall urges not the be Exhibitor held responsible to exercise for the loss normal of any precautions material to by discourage any cause and loss urges due to theft Exhibitor any other to exercise cause. normal Show Management precautions to assumes discourage no responsibility loss due to theft for goods or any delivered other cause. to the Show exhibit Management areas, or for materials assumes no left responsibility in the exhibit for areas goods at any delivered time. to the exhibit Exhibitors areas, or encouraged for materials to insure left the exhibit exhibit property areas against at any time. loss or theft. Exhibitors are encouraged to insure exhibit property against loss or theft. 14. DISRUPTION OF SHOW 14. In the DISRUPTION event the Facility OF SHOW or any part thereof shall be destroyed, damaged In by the fire event or other cause, Facility or or become any part unavailable thereof shall in whole be destroyed, or in part, damaged for a by portion fire or other for the cause, entirety or become of the agreement unavailable period in whole for any or in reason part, for a portion whatsoever, or for or the if entirety any casualty of the or agreement unforeseen period occurrence for any shall reason render the whatsoever, fulfillment of this or if agreement any casualty impossible, or unforeseen including, occurrence without shall limitation, render the fulfillment requisitioning of this of the agreement Facility by impossible, any governmental including, entity, without then limitation, and the requisitioning thereupon the of parties the Facility to the by agreement any governmental shall amend entity, the then agreement and in a thereupon fashion which the shall parties be to mutually the agreement acceptable, shall or amend the agreement the agreement shall be in a fashion terminable which by Show shall be Management mutually acceptable, at its option. or the Exhibitor agreement hereby shall waives be terminable any claim against by Show Show Management at its for option. damages Exhibitor compensation hereby waives for any such claim termination against should Show Management the agreement for be damages so terminated. or compensation In the event for the such Show termination is interrupted should or canceled the agreement for any be reason, terminated. Show Management, In the event at the its Show option, is may interrupted return a portion canceled of the for amount any reason, paid for Show space Management, after deduction at its option, of any amounts may return necessary a portion to of cover the amount expenses paid incurred for space by after Show deduction of Management any amounts in necessary connection to with cover the expenses Show. Such incurred expenses by Show shall include, Management but not be limited in connection to, all expenses with the incurred Show. by Such Show expenses Management shall include, as a but result not of be contracts limited to, with all third expenses parties incurred for the provision by Show Management of services or as a result products of contracts incidental with to the third Show, parties all for out-of-pocket the provision expenses of services incurred or Agreement products incidental with the to Show the Show, Manager; all out-of-pocket all expenses incurred by Agreement Show Management with the Show incident Manager; to the all Show; out and all overhead expenses by of Show Management attributable incident to the to the Show; production and all of overhead the Show. expenses No of monies Show will Management be returned attributable should the to dates the production or location of the Show. be No monies changed will by be Show returned Management, should the but dates Exhibitor location will be of assigned the Show space be changed which Exhibitor by Show agrees Management, to use under but these Exhibitor same will rules be assigned and regulations. space which Show Management Exhibitor agrees shall to not use be under financially these same liable in rules the and event regulations. the Show is Show interrupted, Management canceled, shall moved not be or financially dates changed liable except in the event as provided the Show is interrupted, herein. canceled, moved or dates changed except as provided herein. 15. WAIVER OF LIABILITY AND WAIVER OF SUBROGATION 15. Show WAIVER Management OF LIABILITY shall not AND be responsible WAIVER OF for SUBROGATION any damage or injury Show that may Management happen to the shall Exhibitor not be responsible or its agents, for servants, any damage employees or injury that or property may happen from any to the cause Exhibitor whatever, or its except agents, the servants, gross negligence employees or or willful property misconduct from any of Show cause Management, whatever, except its servants the gross or negligence employees, or willful arising misconduct out of Show of Management Show Management, duties and its servants responsibilities or employees, under arising the agreement. out of Show Exhibitor Management expressly duties releases and Show responsibilities Management, under its the directors, agreement. officers, Exhibitor agents, expressly employees, releases assigns Show and/or Management, servants from its directors, any such loss, officers, damage agents, or injury. employees, Show assigns Management and/or and servants the Facility from any do not such provide loss, damage any form or of injury. insurance Show to Management cover Exhibitor and activities the Facility at do the not Show provide and assume any form no of liability insurance or responsibility to cover Exhibitor for loss activities or damage at the to Exhibitor Show and due assume to fire, no theft, liability breakage or responsibility or any other for reason. loss or Show damage to Management Exhibitor due and to the fire, Exhibitor theft, breakage agree to or waive any other right reason. of Show Management subrogation by and their the insurance Exhibitor carriers agree to to waive recover the loss right sustained of subrogation under the respective by their insurance carriers contracts to for recover real and loss personal sustained under property. the Show respective Management, insurance its contracts staff, employees, for real and or personal agents assume property. no responsibility Show Management, or liability whatsoever its staff, employees, in matters relating or agents to assume no restrictions responsibility imposed or liability on any whatsoever Exhibitor by in any matters governmental relating to agency. restrictions Exhibitors shall imposed obtain on workers any Exhibitor compensation by any governmental insurance, and agency. provide Exhibitors proof of it for shall obtain employees workers of Exhibitor compensation if requested insurance, by Show and provide proof of it for all employees of Exhibitor if requested by Show 16. INDEMNIFICATION Exhibitor, 16. INDEMNIFICATION for itself, its directors, officers, employees, agents, Exhibitor, representatives, for itself, servants, its directors, licensees, officers, invitees, employees, patrons, agents, guests or representatives, contractors and their servants, personal licensees, representatives, invitees, patrons, assigns, guests heirs and or contractors next of kin (herein and their referred personal to as representatives, "Exhibitor") hereby assigns, releases, heirs and next waives, of kin discharges (herein referred and covenants to as "Exhibitor") not sue hereby SEMA releases, or the Las waives, Vegas Convention discharges and Visitors covenants Authority, not to sue their SEMA directors, the officers, Las Vegas employees, Convention agents, and representatives, Visitors Authority, servants, their licensees, directors, officers, invitees, employees, patrons, guests agents, or contractors representatives, (herein servants, referred licensees, to as "Releasees") invitees, patrons, and each guests of them, or contractors from all liability (herein to Exhibitor referred for to as any "Releasees") and all loss or and damage each and of them, any claim from or all demands liability to therefore Exhibitor on for account any and of all injury loss or to damage the person and or any property claim or resulting demands death therefore of Exhibitor on account arising of injury out of to or the relating person to the or property SEMA Show, or resulting whether death caused of Exhibitor by the negligence arising out of of the or relating Releasees to the or otherwise. SEMA Show, Exhibitor whether hereby caused agrees by the to negligence indemnify, save of the Releasees and hold harmless or otherwise. Releasees Exhibitor and hereby each agrees of them to indemnify, from and against save and any loss, hold harmless liability, damage the Releasees or cost Releasees and each of may them incur from from and any against and any all claims, loss, liability, demands, damage actions, or cost causes Releasees of actions, may penalties, incur from judgments any and all and claims, liabilities demands, of every actions, kind and causes description of actions, (including penalties, court judgments costs and and reasonable liabilities attorneys' of every fees) kind and for injury description to or any (including death of court persons, costs and reasonable damage to and attorneys' loss of fees) property for injury which to are or caused any death by, of arise persons, from or and damage grow out to of and the acts loss of or property omissions which of Exhibitor are caused incident by, arise to the from SEMA or grow Show, out including of the acts without or omissions limitation, of any Exhibitor and all incident activities to it the may SEMA be Show, conducting including at the without Show, limitation, or from any any breach and all by activities Exhibitor it of may any be term conducting or condition at of the this Show, Agreement. or from Exhibitor any breach hereby Exhibitor assumes of full any term or responsibility condition of for this any Agreement. risk of bodily Exhibitor injury, hereby death or assumes property full damage responsibility arising out of for related any risk to of the bodily SEMA injury, Show, death whether or property caused damage by the arising negligence out of or Releasees related to or the otherwise. SEMA Show, Exhibitor whether hereby caused agrees by that the negligence this Release of and Releasees Waiver, or Assumption otherwise. of Exhibitor Risk and hereby Indemnity agrees that this Agreement Release extends and Waiver, to all acts Assumption of negligence of Risk by and Releasees Indemnity and is Agreement intended to extends be as broad to all and acts inclusive of negligence as is permitted by Releasees by the and laws is of intended the State to of be California as broad and and that inclusive if any portion as is permitted thereof is by held the invalid, laws of it the is agreed State of that California the balance and shall, that if notwithstanding, any portion thereof continue is held in invalid, full legal it is force agreed and that effect. the balance shall, notwithstanding, continue in full legal force and effect. 17. EXHIBITOR REPRESENTATIVE 17. The EXHIBITOR signer and/or REPRESENTATIVE executor of the Exhibit Space Rental Agreement, The either signer online and/or in writing, executor shall of the be Exhibit the official Space representative Rental Agreement, of the either Exhibitor online or shall or in have writing, the shall authority be the to official act on representative behalf of the Exhibitor. of the Exhibitor or shall have the authority to act on behalf of the Exhibitor.