Exhibitors you agree to these terms and conditions.
WHEN CONTRACT IS EFFECTIVE – There is an effective agreement between the parties only when the acknowledgment copy of this Exhibitor Booth Contract (this “Contract”) is signed by Exhibitor, returned to NWHE with the booth deposit, and signed by NW Hunt Expo (NWHE). NWHE is under no obligation whatsoever until the signed acknowledgment copy and booth deposit is accepted by NWHE.
NWHE TERMS AND EXHIBITORS MANUAL GOVERN – Only the terms and conditions stated in this Contract are binding on NWHE, and acceptance of this Contract is expressly limited to these terms and conditions, which include the Exhibitors Manual, as established in writing for all exhibitors by NWHE, and which is incorporated into and made a part of this Contract. Exhibitor will conclusively be deemed to have accepted all of the foregoing terms and conditions as the final, complete, and exclusive statement of the terms and conditions of the transaction described in this Contract. No additional or different terms or conditions are or will be accepted by NWHE or obligate NWHE unless signed by NWHE’s authorized representative. Any and all additional or different terms and conditions not so agreed to by NWHE are not, and will not be deemed to be, accepted.
USE OF SPACE; EXHIBIT HOURS – The contracted space is to be used solely by Exhibitor for the products, services, manufacturers, and brands identified in writing in this Contract. No portion can be sublet or reassigned. Exhibitor shall forfeit all rights to the space, all prepaid space costs, and upon demand will pay any balance owing to NWHE, if Exhibitor fails to occupy or use the space as specified and required herein, or fails to have the exhibit completed and in place by 8:00 a.m. opening day of the Show, or on any other breach of this Contract. If Exhibitor forfeits the space, NWHE may re-let the space without liability. NWHE shall determine and publicize the exhibit hours the Show will be open to the public each day.
ALL EXHIBITS MUST COMPLY WITH ALL CITY, STATE, AND FEDERAL LAWS, ORDINANCES, REGULATIONS, AND FIRE MARSHAL INSTRUCTIONS – Any and all city, state, or federal licenses, inspections, or permits required by law of any exhibitor in the installation or operation of Exhibitors display must be obtained by exhibitor at exhibitor’s own expense prior to the opening of the show. Exhibitor must have in Exhibitors possession at the show any licenses or permits required by the city or the state.
EXHIBITOR’S LIABILITY FOR SPACE; NO RUNNING OF ENGINES – Exhibitor is entirely responsible for the space it occupies and must not injure, mar, or deface the premises. Exhibitor must not drive nor permit to be driven, any pins, nails, hooks, tacks, or screws in any part of the Building(s). Furthermore, Exhibitor must not affix to the walls or windows of the Building(s) any advertisements, signs, etc., or use adhesive type material on painted surfaces. Automobiles, trucks, and similar conveyances must have drip pans and/or protective material under them to safeguard the floor from oil stains, etc., and all landscaped areas must have a similar barrier under to safeguard the floor. Oil, propane, diesel, or gasoline engines cannot be operated. Exhibitor will reimburse NWHE and WASHINGTON COUNTY for any loss or damage occurring to the premises or equipment.
DELIVERY; MERCHANDISE REMOVAL – All shipments of Exhibitors exhibits and merchandise must be PREPAID. No exhibits, part of an exhibit, or merchandise may be removed from the Building(s) until 6:00 p.m. of the Show’s closing day without a Removal Contract signed by NWHE.
AISLES AND DISPLAYS – The aisles, passageways, and overhead spaces remain under the control of NWHE, and no signs, decorations, banners, advertising matter, or exhibits will be permitted in those areas except by written permission of NWHE. All exhibits and personnel must remain within the confines of their own spaces, and Exhibitor will not erect signs or display products obstructing the view, cause injury, or adversely affect the display of any other exhibitors. No signs, partitions, apparatus, shelving, etc., may extend more than ten feet above the floor along the rear of an exhibit without prior approval of NWHE.
INSTALLATIONS – Any special wiring, electrical, or other work, steam, water, or drainage connections shall be installed at Exhibitors expense, and in accordance with the direction and requirements of WASHINGTON COUNTY.
ELECTRICITY – 110 is available in the building. Each booth is furnished with one fused 10 to 20-amp receptacle outlet. All electrical connections must be equipped with an Equipment Ground Conductor.
ALCOHOLIC BEVERAGES – Exhibitors and their employees, agents, and guests must not consume any alcoholic beverages except in designated areas. NWHE, in its discretion, may remove Exhibitor and the exhibit from the Show without refund for violation of this restriction.
REASSIGNMENT OF SPACE; NO RESERVATION OR GUARANTEE – NWHE has the right and privilege of moving Exhibitor to another location in order to conform to all City, State, and Federal laws and regulations and the general display requirements and guidelines of NWHE. This Contract does not reserve for, or guarantee to, Exhibitor any space, a specific area or space priority, right of first refusal, or any other manner of participation in any future show.
RIGHT TO REQUIRE REMOVAL – On breach of this Contract by Exhibitor, NWHE reserves the right to require removal of all items of merchandise or service not described on the first page of this Contract, and to restrict or remove exhibits that have been falsely entered, violate this Contract, or are deemed by NWHE, in its sole discretion, as unsuitable or objectionable. Exhibits deemed unsuitable or objectionable must be removed if the conditions are not immediately corrected after one oral or written warning. Unsuitable and objectionable exhibits include, but are not limited to, unspecified uses, noise, public address systems, obstructed sight lines, persons, animals, birds, things, conduct, printed matter, odors, food, or anything deemed objectionable by NWHE, WASHINGTON COUNTY, or the general public. The exhibits removed under this paragraph shall not receive a refund.
CANCELLATION OF CONTRACT ON BREACH OR BY EXHIBITOR – If Exhibitor defaults or violates this Contract or any other agreement with NWHE, NWHE may cancel this Contract and other agreements with Exhibitor including any for future shows and may refuse to enter into any agreement with Exhibitor for future shows. If NWHE cancels this Contract for breach by Exhibitor, or Exhibitor cancels this Contract for any reason, monies paid to NWHE by Exhibitor shall be retained as follows: if cancellation occurs before December 31, 2025, NWHE will return fifty percent (50%) of the deposit to Exhibitor; if cancellation occurs after December 31, 2025, the entire amount paid to date by Exhibitor shall be retained by NWHE. The retained monies shall be liquidated damages for the direct and indirect costs incurred by NWHE for organizing, setting up, and providing space for Exhibitor, and losses and additional expenses caused by Exhibitor’s withdrawal including resale of the space. ANY CANCELLATION BY EXHIBITOR MUST BE IN WRITING.
LIABILITY OF NWHE ON OTHER CANCELLATION – Except as provided in paragraph 13 above, if the show is canceled, delayed, interrupted or not held as scheduled for any reason beyond the control of NWHE, Exhibitor’s damages shall be refunded one hundred percent (100%) of the total cost of the reserved space paid to NWHE by Exhibitor, and NWHE shall not be liable for any other additional refunds, damages or expenses whatsoever, whether direct, indirect or consequential.
SECURITY FOR BOOTH PAYMENTS – Exhibitor’s failure to pay as agreed shall entitle NWHE to take possession of and Exhibitor hereby grants NWHE a security interest in and lien on all merchandise, materials, and the exhibit displayed by Exhibitor and to retain the same as security for payment. NWHE shall have the right to dispose of same without notice to Exhibitor in any manner it deems appropriate in accordance with applicable law whether by sale or otherwise. Any sale proceeds shall be retained by NWHE for expenses incurred in disposing of property. Any excess shall be distributed to Exhibitor.
WARRANTY OF NON-INFRINGEMENT – Exhibitor warrants that no part of its exhibit or show activities will infringe the rights of any third person for patent or copyright. Exhibitor will defend NWHE against any claim of infringement and will pay resulting costs, damages, and attorney fees finally awarded.
INDEMNIFICATION – Exhibitor shall protect, defend, indemnify, and hold harmless NWHE, WASHINGTON COUNTY, their elected officials, officers, employees, and agents from and against any and all claims, damages, liabilities, losses, and expenses including attorney’s fees (“Claims”) arising out of or resulting from the exhibit and the activities of Exhibitor and the officers, contractors, licensees, agents, employees, guests, invitees, or visitors of Exhibitor, including but not limited to Claims arising out of or resulting from performance of live or recorded music or other copyrighted works with the exhibit and arising out of or resulting from disputes between exhibitors regarding violations of unfair trade practice laws or patent or copyright laws.
INSURANCE AND INDEMNITY – Exhibitor must obtain and maintain liability insurance for up to $1,000,000 per occurrence and $2,000,000 million aggregate, with workers compensation, naming NWHE, their elected officials, officers, employees, and agents, as additional insureds, from all Claims arising from the activities of Exhibitor. A certificate of insurance must be furnished to NWHE forty-five days (45) before Exhibitor occupies its space. Exhibitor shall indemnify and hold NWHE, their elected officials, officers, employees, and agents harmless for any loss or damage arising out of this contract or Exhibitor activities, including damages to the exhibit or losses sustained by Exhibitor from any cause.
EXHIBITORS CONSENT – Exhibitor hereby consents to NWHE’s royalty-free use of visual and audio reproduction of Exhibitor and its employees and exhibit(s) including without limitation recordings, photographs, video tapes, films, and other images or likenesses for the purpose of NWHE’s advertisement and promotion of this and future shows. Exhibitor also agrees to allow NWHE to send correspondence by mail, faxes, and emails pertaining to the Show.
DISPUTES BETWEEN EXHIBITORS – NWHE shall have no responsibility for settling any dispute between Exhibitors, and Exhibitor expressly releases NWHE from any liability for any disputes between Exhibitors, including, but not limited to, an Exhibitors violations of unfair trade practice, patent, copyright, or trademark laws.
NO SOLICITATION – Exhibitors, their elected officials, officers, employees, and agents, agree not to, directly or indirectly, solicit or attempt to solicit any customer or client at the Show for the purpose of providing or receiving products, services, fundraisers or donations. NWHE, in its discretion, may remove Exhibitor and the exhibit from the Show without refund for violation of this agreement.
GOVERNING LAW; JURISDICTION AND VENUE – This Contract has been made entirely within Oregon. This Contract, and all claims relating to or arising out of this Contract, or the breach thereof, whether in contract, tort, or otherwise, will be governed by and construed in accordance with the applicable law of Oregon without regard to choice-of-law rules. If any action is commenced by any party to enforce this Contract, or to assert any claim relating to or arising out of this Contract, or the breach thereof, whether sounding in contract, tort, or otherwise with respect to the subject matter of this Contract, jurisdiction and venue will be in the state courts sitting in Hillsboro, Oregon.
