Manufacturer Exhibit Space Contract Terms and Conditions for RVX: The RV Experience March 12-14, 2019 Salt Lake City, Utah

Transcription

1 Manufacturer Exhibit Space Contract Terms and Conditions for RVX: The RV Experience March 12-14, 2019 Salt Lake City, Utah

2 Table of Contents: Section No. Title Page No. 1. Purpose 1 2. Eligibility 1 3. Character of Exhibit 2 4. Attendance Rules 3 5. Exhibit Days & Hours 3 6. Supplies/Services/Contractor Personnel 3 7. Insurance 4 8. General Security 4 9. Move-In Installation & Removal: General Move-Out Compliance with Laws/Fire & Safety Requirements Aisle Integrity Height Limitations Signs Promotional Items Food and Beverages Special Effects, Sound Devices, Exhibitor Functions & Soliciting Application/Signed Contract and Exhibit Space Deposits/Fees Restrictions Cancellations, Withdrawals & Reductions Indemnification Limitation of Liability Breach of Contract/Remedies Assignment Rule Compliance Attorney s Fees Interest on Past Due Obligations Amendments Waiver Headings Gender Waiver of Jury Trial Severability Governing Law 11 Manufacturer 6/28/18 ii

3 MANUFACTURER EXHIBIT SPACE CONTRACT TERMS AND CONDITIONS 1. Purpose The purpose of RVX: The RV Experience ( Event ) is to promote and stimulate interest in, and demand for, recreation vehicles, park model RVs, related original equipment manufacturer ("OEM") supplier accessories, parts and services. 2. Eligibility (a) Participants. Participation in the Event is limited to RV Industry Association member and non-member recreation vehicle manufacturers, park model RV manufacturers, component part, accessory, or camping lifestyle equipment suppliers and industry support firms. Reinstated RV Industry Association members, during their six (6) month probationary period, are eligible to exhibit in the Event, but only under the same conditions, regulations and space rates that apply to non-rv Industry Association members. (b) Recreation Vehicle, Park Model RV, Chassis, and Tow Vehicle Manufacturer Units. All units displayed must be new, never titled units. Only those units that (i) are built to the standards adopted by the RV Industry Association s Board of Directors and (ii) meet the current definitions stated in NFPA1192 (for recreation vehicles) or ANSI A119.5 (for park model RVs) may be exhibited. The current definitions are as follows: Recreation Vehicle. A Recreation Vehicle or RV is a vehicle or slide-in camper that is primarily designed as temporary living quarters for recreational, camping, or seasonal use; has its own motive power or is mounted on or towed by another vehicle; is regulated by the National Highway Traffic Safety Administration as a vehicle or vehicle equipment; does not require a special movement permit for operation on the highways; and can be easily transported and set up on a daily basis by an individual. The basic product types are: Motorhome and Towable RV. A Motorhome is a recreation vehicle unit built on a self-propelled motor vehicle chassis. The product-type categories are Type A, Type B and Type C. A Towable RV is a recreation vehicle that is mounted on wheels and designed to be towed by a motorized vehicle or a portable unit that is designed to be placed in the bed or chassis of a pickup truck. The product-type categories are: (i) Fifth-Wheel Travel Trailer; (ii) Folding Camping Trailer; (iii) Travel Trailer; (iv) Truck Camper; (v) Expandable Travel Trailer; (vi) Horse (Livestock) RV; and (vii) Sport Utility Trailer. In accordance with the Code of Federal Regulations, a Recreational Vehicle typically comes equipped with at least four of the following, permanently installed life support systems: (i) a cooking facility with an on-board fuel source; (ii) a propane or electric refrigerator; (iii) a toilet with exterior evacuation; (iv) a heating or air conditioning system with an on-board power or fuel source separate from the vehicle engine; (v) a potable water supply system that includes a sink, a faucet and a water tank with an exterior service supply connection; and (vi) a volt electric power supply. In addition, the RV Industry Association s Board of Directors has adopted a policy that: (i) fifth-wheel travel trailers shall not exceed a gross trailer area of 430 sq. ft. in the set up mode and do not require a special highway movement permit to be transported and (ii) travel trailers shall not exceed a gross trailer area of 400 sq. ft. in the set up mode and do not require a special highway movement permit to be transported. Park Model RV. A Park Model RV or PMRV is a single living unit that is primarily designed and completed on a single chassis, mounted on wheels, to provide temporary living quarters for recreational, camping or seasonal use, is certified by the manufacturer as complying with all applicable requirements of ANSI A119.5 and: (a) has a gross trailer area not exceeding 400 square feet (37.15 square meters) in the setup mode, or (b) if having a gross trailer area not exceeding 320 square feet (29.72 square meters) in the setup mode, has a width greater than 8.5 ft 2.59 meters) in the transport mode. Gross trailer area shall be calculated as stated in ANSI A Manufacturer 6/28/18 1

4 (c) Any exhibitor who fails to exhibit only those units meeting RV Industry Association s eligibility rules for the exhibit of recreation vehicles and park model RVs, as defined herein, will be subject to a fine of $10,000 per park model RV or recreation vehicle that does not meet these eligibility rules, and such other penalties as set forth in Paragraph 24, Breach of Contract/Remedies, in these Contract Terms and Conditions. (d) Compliance with Standards. The appropriate RV Industry Association seal must be displayed on all Event units exhibited by RV Industry Association members. Notwithstanding the foregoing, park model RVs produced for the Canadian market that do not meet ANSI A119.5 but are in compliance with CSA Z241 may be exhibited, provided the park model RV exhibitor purchases a sign from RV Industry Association stating that the unit may not be sold in the United States and such sign is placed in a conspicuous location by the unit entrance. Park model RV manufacturers are solely responsible for determining if the Calvin L. Rampton Salt Palace Convention Center ( Salt Palace ) and the assigned space can accommodate the CSA unit. Also, concept RVs, defined for the purposes of these rules as units that follow the RV definition listed in 2(b) but may not yet meet the standards requirements, may be exhibited in the event provided the manufacturer purchases a sign from RV Industry Association stating the unit is a concept vehicle and is not available for order/sale and such sign is placed in a conspicuous location by the unit entrance. In accordance with RVIA Standards News Bulletin RV-34/07 issued on December 14, 2007, RV Industry Association member manufacturers who choose to build travel trailers that are greater than 320 square feet but no more than 400 square feet must declare these units as RVs or park model RVs prior to RV Industry Association inspecting the units. Any such units that arrive at the event that are declared to be RVs will not be placed in the event until they have been inspected by RV Industry Association s inspection staff. RV & Park Model RV manufacturer exhibitors that are not members of the RV Industry Association must comply with either A or B or C as follows: A.) Have a seal affixed to each RV that indicates compliance with the NFPA 1192 or CSA Z240 RV standards issued by either a U.S. state RV Compliance Program or a third-party agency that is recognized by the RV Industry Association. B.) Have a seal affixed to each park model RV that indicates compliance with the ANSI A119.5 standard issued by either a U.S. state compliance program or a third-party agency that is recognized by the RV Industry Association. C.) If the third-party agency is not recognized by the RV Industry Association, the manufacturer must provide written information that: 1. the third-party agency is engaged in the inspection of RVs and/or park model RVs, and 2. the exhibitor's units are produced in accordance with the appropriate RV and/or park model RV standard(s); and describe the third party agency's inspection certification program (including the frequency of inspections) used to ensure compliance. 3. Character of Exhibit In order to comply with the "Purpose" of the Event, Exhibitor agrees with the following: (a) Booth Sharing. Only the exhibitor signing the contract for space may occupy the booth except in the case of two or more manufacturers who are owned by a single parent company. Wholly owned subsidiaries, as long as all the subsidiaries qualify for membership in the same membership category and are listed as wholly owned subsidiaries on the membership held by the parent company in RV Industry Association, may exhibit in the same booth. Supplier companies may not share a booth under any circumstance with an RV, park model RV or chassis exhibitor. Non-members producing any type of product or providing any type of service, RV dealers or companies representing RV dealer groups may not share a booth under any circumstance with an RV, park model RV or chassis exhibitor. (b) Product Display. Exhibitor may only exhibit products which it has manufactured, and may not exhibit completed products of other RV, park model RV, automotive, chassis or tow vehicle manufacturers. Exhibitor may exhibit products which it did not manufacture when that product is a component part used in the construction of, or is provided as equipment on the unit being exhibited, provided the product is provided by an exhibitor in the Event. If so invited by an exhibiting manufacturer, a supplier that has purchased and occupied exhibit space in the supplier exhibit area of the show is also permitted to have their personnel in that Manufacturer 6/28/18 2

5 RV, park model RV, chassis or tow vehicle manufacturer s exhibit space to explain or demonstrate their products. Manufacturers of slide-in truck campers may have a pick-up truck mounted under a slide-in truck camper. Manufacturers of slide-in truck campers may not exhibit pick-up trucks separately they must be attached to the slide-in camper unit. (c) Display Pricing. Exhibitor will display products or services in a manner that is intended to describe and depict the benefits of using such products or services. A display board containing facts pertinent to the construction of Exhibitor's product and the product's F.O.B. factory base price may be displayed. Under no circumstances, nor by any means, may Exhibitor reveal the retail price of its products. (d) Exhibitor acknowledges that RV Industry Association reserves the right to prohibit any exhibit or part thereof, or close an exhibit during the course of the Event, which, in its sole opinion, violates any of the terms or conditions set forth herein, or is in other ways not suitable to, and in keeping with, the purpose, character and spirit of the Event. (e) Exhibitor affirms that, to the best of its knowledge, it has the legal authority for its use of any intellectual property associated with any product or promotional material that it will display, offer, or otherwise use in its exhibit at the Event and it will not knowingly infringe the intellectual property rights of another party. 4. Attendance Rules All Exhibitor personnel are required to register and wear valid Event badges. Exhibitor complimentary badge limits will be determined prior to the opening of exhibitor registration. Exhibitors whose badge requests exceed the limit for complimentary badges will be charged $10 per badge required over the complimentary limit. Exhibitors are asked to keep their badge requests to a number proportionately reasonable to the amount of space they are occupying. Everyone will be charged for duplicate badges. The charge for exhibitors is $5.00 for duplicate badges to replace lost, forgotten, or mutilated badges. Retail customers are not permitted into the Event. Exhibitor is prohibited from providing exhibitor badges to a dealer or unauthorized personnel of RV Industry Association member or non-member firms, or to register such persons to obtain exhibitor badges. Any member or exhibitor who gives or transmits a member or exhibitor badge to a non-member or to unauthorized personnel of member or non-member firms, or registers for admission such a person, will be assessed a fine of not less than $500 for each such violation. Exhibitors may also lose the right to participate in the initial drawing and space assignment procedure for the next year's Event and may forfeit future exhibit rights. 5. Exhibit Days & Hours The days and hours exhibits will be open during the Event are as follows: March 12, 2019 March 13, 2019 March 14, :00 p.m. to 6:00 p.m. 10:00 a.m. to 6:00 p.m. 10:00 a.m. to 5:00 p.m. These times are subject to change. Exhibitor agrees to keep its exhibit open and manned during all regularly scheduled Event exhibit hours. 6. Supplies/Services/Contractor Personnel (a) Supplies and Services. Except for the standard exhibit booth, all services and/or supplies required by Exhibitor shall be provided at Exhibitor's sole cost and expense. The Exhibitor Service Kit contains forms for ordering supplies and services from official Show contractors. (b) Event Contractors. RV Industry Association has appointed contractors to provide certain services on an exclusive basis. The following services will be furnished solely by contractors appointed by RV Industry Association: electrical, plumbing, drayage, telephone service, internet service, and catering. Manufacturer 6/28/18 3

6 Exhibitor is encouraged to utilize the services of the official Event contractors for other services, but if Exhibitor desires to use another contractor, the contractor must be approved by RV Industry Association. The procedures for RV Industry Association authorizing an exhibitor appointed contractor as well as the necessary form are set forth in the Exhibitor Service Kit which will be available on-line in November. Exhibitor must request RV Industry Association approval of the contractor by January 28, All Exhibitor Appointed Contractors will be required to submit certificates of insurance for Worker's Compensation Insurance, Comprehensive General Liability and Automobile Liability Insurance. The Worker's Compensation and Employer's Liability Insurance must provide a minimum of $100,000 and meet the requirements established by the State of Utah. Comprehensive general liability coverage must provide $500,000 bodily injury and $100,000 property damage or $500,000 combined single limits. Comprehensive general liability to insure Personal Injury Liability, Exhibitor Appointed Contractors and completed operations must provide limits of $1,000,000 per occurrence. Automobile liability must include all owned, non-owned and hired vehicles with limits of $250,000/500,000 bodily injury and $100,000 property damage liability or $500,000 combined single limits. Umbrella liability is acceptable to meet these minimum requirements. Such certificates from Exhibitor Appointed Contractors must be received by February 11, Insurance Exhibitor, at its sole cost and expense, must obtain and maintain in effect at all times during the Event, and during all activities related to the Event, including, but not limited to, during move-in and move-out, its own property and public liability insurance policy with minimum policy limits of $2,000,000 per occurrence. Exhibitor must add Recreation Vehicle Industry Association, Inc. (Event Management), Calvin L. Rampton Salt Palace Convention Center (Event Facility), SMG (Facility Management), and Salt Lake County (Facility Owner), as additional insureds on the insurance policy and provide RV Industry Association (1896 Preston White Drive, Reston, VA 20191) with a Certificate of Insurance evidencing said coverage, not later than November 9, Exhibitor acknowledges and hereby agrees that RV Industry Association, the Salt Palace, SMG, Salt Lake County and their respective employees, agents and contractors are not responsible for loss, theft or damage to any units or other merchandise while in transit to or from the Event site or while at the Event site. 8. General Security RV Industry Association has engaged a security company to provide certain security services, however, it is the responsibility of Exhibitor to protect its property from theft and loss. Exhibitor hereby acknowledges its responsibility for its own property. RV Industry Association, Salt Palace, SMG, Salt Lake County and their respective employees, agents, and contractors may not be held liable for any loss or theft. Exhibitor should lock secure its property after Event hours. 9. Move-In (a) Staging of Units. Exhibitors of RVs, park model RVs and chassis will receive a notice informing them of the earliest date their units may begin arriving at the Event site. No exhibitor's unit may arrive earlier than March 7, 2019 although some will have a later arrival date. Exhibitors will also be notified of the latest date their units can arrive and still be moved into the exhibit hall. All units must be checked in with Event staff who will be located at the Event staging site. (b) Late Arrivals. Move-in of units that arrive after exhibitors must arrive by date, as specified in the move-in notice each exhibitor will receive, is at the total discretion of RV Industry Association and its unit move-in contractor. If the move-in can be accomplished, Exhibitor will be subject to a minimum assessment of $500 per day/per unit for each day from the latest day for arrival until move-in is actually completed. This fee is due and payable to RV Industry Association prior to move-in. (c) Plot Map. Exhibitor must provide RV Industry Association with a complete master plot map of its exhibit area, pin-pointing the location of each unit to be displayed. Exhibitor must also mark each unit to be displayed in such a manner so as to permit accurate identification and placement (by move-in personnel) in the display area in accordance with the master plot map. The plot map must be received by RV Industry Association by January 28, Manufacturer 6/28/18 4

7 (d) Carpeting. It is Exhibitor's responsibility to arrange for the installation of "wall to wall" type carpeting in its display area in sufficient time prior to the actual placement of units in its display area. RV Industry Association does not carpet every aisle. RV Industry Association carpets aisles that lead attendees to other exhibit areas. Exhibitors may choose to carpet an uncarpeted aisle by the perimeter of their booth at their own expense and may do so provided all parts of Exhibitor s products, display materials, landscaping and signage are confined to the actual limits of Exhibitor s assigned booth area. Exhibitors who choose to carpet the aisles are not permitted to block the aisle from use by pedestrian or motorized traffic for any reason at any time. (e) Move-in of Units. RV Industry Association s move-in contractor will move-in units (except for truck campers and chassis) provided the plot map for unit placement has been provided to RV Industry Association in advance and is also posted and clearly visible on each unit. It is the exhibitor s responsibility to supply units that meet the boundary, height and width limitations of: (1) exhibitor s booth, (2) entry doors to the exhibit hall where exhibitor s booth is located (3) aisles leading from entry doors to exhibitor s booth, and (4) RV Industry Association s definition of RVs and park model RVs suitable for display. RV Industry Association s move-in contractor will not disassemble units or make any effort to place any unit into the exhibit hall that does not easily clear overhead height and width obstacles. Therefore, exhibitors should carefully review height and width clearances contained in event materials and send product for exhibit that does not exceed overhead door and interior exhibit hall height and width clearances. RV Industry Association may at any time prior to the opening of the show, reject and remove from the show, (1) units that will not roll easily through exhibit hall entry doors; (2) units that require an unreasonable effort on the part of RV Industry Association to move in, as determined by RV Industry Association in its sole discretion; (3) units that exceed height and/or width restrictions in exhibitors assigned exhibit hall or booth; and (4) units that do not fit totally within the boundaries of exhibitor s booth. RV Industry Association may, at its discretion, move the entire exhibit or a portion of the exhibit to another exhibit area if one is available, however, RV Industry Association is under no obligation to do so even if an area is available. If practical, Exhibitor will be consulted prior to any change; but there is no guarantee that this can occur. Units that cannot be moved into the building will be put into the cargo trailer parking lot for the duration of the event and may not be exhibited within the Salt Lake City, Utah city limits. Refunds of booth fees will not be made for any reason after August 9, See paragraphs 2b, 2c, and 13 of the Manufacturer Exhibit Space Contract Terms & Conditions for more information. (f) Exhibitor Move-in of Units. (1) Exhibitors may drive their own motorized units into their exhibit space provided: (1) exhibitor follows the schedule for move-in established by RV Industry Association and its move-in contractor, (2) complies with all event rules regarding move in, including but not limited to using the RV Industry Association move-in contractor to guide the placement of units (fee for this mandatory service to be posted on the on-line Exhibitor Service Kit), and (3) exhibitor obtains authorization from the move-in crew chief at the event before beginning move-in of motorized units. Note: Exhibitors who fail to receive authorization at the show from the move-in crew chief to perform their own move-in will be fined a minimum of $2, per unit moved in. (2) Truck Campers and Chassis: Exhibitors displaying truck campers or chassis must drive their own units into their exhibit space, however, the RV Industry Association move-in contractor requires that their crews guide the placement of these units. There will be a fee charged to the exhibitor by the contractor for this mandatory service (fees to be posted on the on-line Exhibitor Service Kit). (3) Forklifts. Exhibitors are not permitted to operate forklifts on the event premises. (g) Shipments. Information on freight, material handling, and drayage will be included in the Exhibitor Service Kit. (h) Set Up. All exhibits must be ready by 7:00 a.m., March 12, 2019 and manned during exhibit hours noted in Section 5 of these Manufacturer Exhibit Space Contract Terms & Conditions. Manufacturer 6/28/18 5

8 (i) Exchange of Units. No units may be swapped, exchanged, added or removed from any exhibit space once the Show has opened. (j) Condition of Exhibit Space. Exhibitor shall take the exhibit space "AS IS" and agrees to surrender it to RV Industry Association at the end of the Event in the same condition as when received. Exhibitor should inspect its exhibit space and notify RV Industry Association of any damage to the space prior to move-in. Exhibitor agrees not to damage or in any manner deface, physically alter, or cause to be altered its exhibit space or any part of the Salt Palace building or grounds. Any unit that drips oil or other staining substance may not be exhibited in the Salt Palace building and will be removed by RV Industry Association at Exhibitor's expense. Exhibitor is responsible for any damage to the unit which may occur as a result of such removal. 10. Installation & Removal: General (a) Fastening or Anchoring Devices. Exhibitor shall not use any nails, tacks, brads, staples, screws, screw eyes, bolts, glue, paste, gummed tape or other fastening or anchoring devices of any kind or nature whatsoever in or on the floors, walls, columns, doors, windows, ceilings or any other part of the Salt Palace building or grounds. Only tape is permitted to secure carpet to the Salt Palace building. All tape must be removed at the close of the Event. (b) Display of Signs, Advertising, Literature or Merchandise. Exhibitor may not fasten any wire, rope, string or thread to any part of the Salt Palace building or grounds for displaying signs, advertising literature or merchandise without first securing RV Industry Association s written consent. (c) Unfinished or unsightly portions of a booth exposed to an aisle or another exhibitor s display area must be appropriately draped or otherwise finished by exhibitor or RV Industry Association will authorize the Event decorator to do so at exhibitor s expense. 11. Move-Out (a) Tear Down of Exhibit. There will be scheduled move-out times for all exhibitors based on their exhibit location. These times will be reflected in the Exhibitor Service Kit. Exhibitors who begin tear down of their exhibit booths prior to the specified time of Event closing will be fined not less than $1,000 nor more than $10,000, may be subject to forfeiting their participation in the initial drawing for space for the next Event and subject to forfeiting their participation in future shows. (b) Removal of Property. Exhibitor is responsible at the close of the Event for completing and filing with the proper party the necessary paperwork for the removal, shipment and storage of its property. Exhibitor is also responsible for delivering its units to the party authorized by it to remove the units from the Salt Palace building and grounds. RV Industry Association, Salt Palace, SMG, Salt Lake County and their respective employees, agents and contractors assume no responsibility for ensuring that units leaving the Salt Palace building or grounds are leaving with the authorized party. All units, equipment, merchandise, decorations and other property must be removed from the Salt Palace building by 5:00 p.m. on March 15, 2019, or it will be removed and stored at Exhibitor's expense. Exhibitor is responsible for any damage to its property or merchandise which may occur as a result of such removal. All units must be removed from the Salt Palace parking lots by 5:00 p.m. on March 18, (c) Trash Removal. Exhibitor is responsible for removing all trash, dust, dirt, mulch, carpet tape, landscape and decorating items from its exhibit area by 5:00 p.m. on March 15, 2019, or it will be removed by the RV Industry Association or its contractors at Exhibitor's expense. 12. Compliance with Laws/Fire & Safety Requirements Exhibitor shall, at its sole cost and expense, promptly and faithfully comply with all applicable federal, state and local laws, statutes, ordinances, orders, governmental rules and regulations now in force or which may hereafter be enacted or promulgated. Exhibitor shall be solely responsible for obtaining all licenses, permits or approvals under federal, state or local laws applicable to its activities at the Event. Manufacturer 6/28/18 6

9 Exhibits must meet all required fire regulations; those that do not pass inspection will be ordered closed until all fire hazards are corrected or removed. Complete fire regulations may be found on the on-line exhibitor service kit or the Salt Palace website. Exhibits of 1,000 sq. ft or more must have at least two entrances/exits for attendee use. These openings must be placed at opposite ends of the booth so that people cannot get trapped in a booth. 13. Aisle Integrity Due to fire regulations, aisle integrity must be maintained for all exhibits at the Event. All Exhibitor products and display materials must be confined to the actual limits of Exhibitor's assigned areas. No units, or any part thereof, including steps and awnings, may extend into or over the aisles or other Exhibitor display areas. No landscaping material, tables, chairs, signs, steps, awnings or other materials, except carpet, may extend into or over the aisles or other display areas. If any Exhibitor activity overflows into the aisles, creates congestion or obstructs the free flow of traffic, Exhibitor will be required to discontinue the activity. 14. Height Limitations (a) The maximum exhibit height in manufacturer exhibit areas is 20 feet, including signs, from the ground. Exhibitor acknowledges that it has been provided the dimensions of its exhibit booth(s) including height limitations. Exhibitor is responsible for ensuring that its Event units will not exceed the height limitation in its exhibit space. If, because of Exhibitor's booth dimensions, it takes an extraordinary effort to move-in Exhibitor's Event units into the exhibit space, RV Industry Association, at Exhibitor's expense, may move the display to the next best available space or delete units from the display. If Exhibitor wishes to extend above the 20 feet maximum, they must send images and design of the booth to RV Industry Association for written approval. (b) To avoid blocking neighboring exhibitors' displays, no items and/or material, other than the Exhibitor's product, may exceed four feet in height within four feet of an aisle where the common boundary meets an aisle or where the corner boundary meets an aisle. Additionally, draperies or other materials which tend to create a "wall" effect may not be used within four feet of the aisle. 15. Signs (a) Sign Limitations. RV Industry Association has the right to prohibit any sign which in its opinion is not in character with the Event. Signage must be confined to the areas within the exhibit booth perimeters and may not exceed height restrictions provided elsewhere herein. Signs may not arch or hang over or protrude into common aisles. Exhibitors may make arrangements with RV Industry Association in advance to rent space for arches over common aisles if they rent space on both sides of the aisle. Only those signs describing a completed product being displayed will be permitted unless otherwise approved by RV Industry Association. Signage of any type which is derogatory to other exhibitors or their products, as determined by show management in its sole discretion, will not be permitted. (b) Illuminated Signs. The use of flashing signs or other lighting effects used in a manner that, in the opinion of RV Industry Association, causes unpleasant reflections or interferes with other exhibitors is prohibited except when they constitute standard equipment regularly furnished to all Exhibitors. 16. Promotional Items To prevent injury and protect property, promotional or giveaway items of a potentially hazardous nature, as determined by RV Industry Association in its sole discretion, including, but not limited to, yardsticks, knives, guns, letter openers, etc., are strictly prohibited. Adhesive backed decals and signs may not be distributed. All contests, prize giveaways and promotional items, other than product literature, must be approved in advance by RV Industry Association. Giveaway bags are permitted, however, to help control theft, Exhibitor should only use clear, see-through bags. Manufacturer 6/28/18 7

10 17. Food and Beverages Exhibitor may not offer food and/or beverages in its exhibit area without RV Industry Association s written approval. Exhibitor may not bring food, water or other beverages into the Event for any reason. Food and/or beverages, including water, may only be purchased from the Salt Palace s official concessionaire and caterer. RV Industry Association s approval of the food service does not relieve Exhibitor of purchasing the food or beverage from the in-house caterer. Food service must be confined to the boundaries within Exhibitor's exhibit area. The set-up, service and consumption of the food must take place in Exhibitor's booth area and not overflow into the aisles or neighboring exhibits. If at any time food service by an Exhibitor overflows into the aisles or creates congestion or obstructs the free flow of traffic in the aisles, Exhibitor will be required to discontinue the food service. 18. Special Effects, Sound Devices, Exhibitor Functions & Soliciting (a) Special Effects. Plans for special effects or promotions must be submitted in writing to RV Industry Association for approval in its sole discretion. RV Industry Association approval should be obtained prior to spending any money on the proposed special effects or promotions. In general, RV Industry Association will approve individual exhibitor programs which are designed to attract dealers to the Event, provided that such activities are conducted in accordance with applicable Event rules and do not cause distractions to other exhibitors. Any Exhibitor promotion activity within the Event must be confined visually and audibly to the Exhibitor's display area unless an exception to this rule is explicitly approved in advance by RV Industry Association and purchased through the RV Industry Association Sponsorship Program. (b) Sound Devices. Use of sound slides, sound motion pictures, or other sound-making devices must be approved by RV Industry Association. Live music and recorded music sound systems are strictly prohibited unless approved in advance by RV Industry Association in its sole discretion. Approved sound-making devices, such as microphones, must be maintained at a conversational level to avoid interference with neighboring exhibitors and when found objectionable, in RV Industry Association s sole opinion, will be prohibited. No construction work on exhibits will be permitted during the hours when the Event is open. Exhibitors who plan to demonstrate a product that emits noise of any kind that exceeds conversation level and or is of a nature that the demonstration of the product interferes with the conduct of business by other exhibitors, will be required to reduce the sound level to conversation level and if that cannot be accomplished, will be required to cease demonstrating the product. (c) Exhibitor Sponsored Functions. Exhibitor agrees not to sponsor or engage in activities that would cause any Event attendee to leave the exhibit areas during regularly scheduled Event hours. Exhibitor may sponsor a function during the Event provided the event is approved in writing by RV Industry Association. Exhibitor may have events in Exhibitor s display area outside of scheduled Event hours with written approval given by RV Industry Association. Additional promotional/security charges will apply. (d) Soliciting. Unless an exception to one or more provisions of this section is explicitly approved in advance by RV Industry Association and purchased through the RV Industry Association Sponsorship Program, the following solicitation rules shall apply: The exhibition and demonstration of product and solicitation of customers must be contained within Exhibitor's exhibit area. Samples, catalogues, pamphlets, publications, souvenirs, etc., provided by exhibitor must be connected with Exhibitor's business or service and may be distributed by Exhibitor only within its own exhibit area, provided these items are pertinent to the purpose of the exhibit. Only those signs describing a completed product being displayed will be permitted unless otherwise approved by RV Industry Association. Referrals to other exhibitor's booths or display areas or sales pitches will not be permitted. Models are restricted to the area within Exhibitor's display area. No undignified manner of attracting attention, as determined by RV Industry Association in its sole discretion, will be permitted. Advertising is not permitted in the Salt Palace parking lots. Manufacturer 6/28/18 8

11 Sale flyers, handbills or brochures are not permitted to be distributed or displayed in any manner outside the Exhibitor's exhibit area. Exhibitor shall not advertise or distribute literature concerning the product of any other corporation, individual or other entity without the written consent of RV Industry Association. 19. Application/Signed Contract and Exhibit Space Deposits/Fees Exhibitor s application also serves as their exhibit space contract. Applications/exhibit space contracts must be signed by an authorized company official and returned to RV Industry Association with the appropriate deposit in order to be assigned an exhibit space or placed on the wait list for exhibit space. After exhibit space is assigned, exhibitor will receive their exhibit space assignment and balance due invoice. Exhibitors who are assigned space through the initial exhibit space drawing will be sent their exhibit space assignment and balance due invoice within 15 business days of the space assignment drawing. 20. Restrictions RV Industry Association reserves the right to restrict exhibits which, because of noise, method of operation or any other reason, become objectionable and also to prohibit or immediately evict any exhibit which, in the sole opinion of RV Industry Association, may detract from the general character of the Event. This would include, but not be limited to, persons, things, conduct, displays, printed matter or anything RV Industry Association determines to be objectionable. Surveys of any type, other than those approved in advance by RV Industry Association, are strictly prohibited. In the event of such restrictions or evictions, Exhibitor acknowledges and hereby agrees that RV Industry Association is not required to refund any sums paid by Exhibitor and may collect from Exhibitor all expenses incurred by RV Industry Association in evicting Exhibitor including attorneys fees. Demonstrating products outside of assigned booth areas is strictly prohibited. 21. Cancellations, Withdrawals & Reductions Exhibitor hereby acknowledges and agrees that if it cancels or withdraws from the Event for any reason, it forfeits any and all monies paid; and it further agrees it is legally obligated to remit any unpaid balance for such assigned space. If Exhibitor fails to occupy its exhibit space by 5:00 p.m., March 11, 2019, it will be deemed to have canceled its space. RV Industry Association reserves the right to rent to another exhibitor or to eliminate or to maintain vacant the canceled space without obligation to the Exhibitor. If Exhibitor reduces the size of its space after the original space application is received by RV Industry Association, Exhibitor will be charged a fee equal to 25% of the cost of the total space it originally requested in addition to the recalculated charge for the reduced space. 22. Indemnification Exhibitor covenants and agrees to defend, indemnify and hold harmless RV Industry Association, Salt Palace, SMG, Salt Lake County and their respective directors, officers, employees, agents and contractors, from and against any and all liabilities, damages, actions, claims, costs and expenses, including, but not limited to, court costs and attorneys fees, arising out of, or related to, (i) any injury or death to persons, or damage or loss of property occurring in Exhibitor's exhibit area or related to Exhibitor's exhibit, except to the extent caused by the negligence or willful misconduct of RV Industry Association, Salt Palace, SMG, or Salt Lake County, (ii) any injury or death to persons, or damage or loss of property resulting, directly or indirectly, from any willful or negligent act or omission (where applicable law imposes a duty to act) of Exhibitor, or any director, officer, employee, agent or contractor of Exhibitor, or (iii) the failure of Exhibitor, or any director, officer, employee, agent, or contractor of Exhibitor, to comply with any of the terms or conditions of this contract, or all applicable federal, state and local laws, statutes, ordinances, orders, governmental rules and regulations. 23. Limitation of Liability RV Industry Association shall not be responsible for failure to perform any of its obligations hereunder in the event the Event site becomes, in the sole judgment of RV Industry Association, unfit for occupancy, or unfit for the successful operation of the Event, as a result of strikes, lock-outs, inability to obtain labor or materials, government action of whatever nature, war, civil disturbance, terrorist acts, transportation curtailment, acts of God, fire, flood, earthquakes, unavoidable casualty, or other causes, whether similar or dissimilar, beyond the control of RV Industry Manufacturer 6/28/18 9

12 Association. In the event of the termination of this contract and/or cancellation of the Event by RV Industry Association as a result of any of the aforesaid causes, Exhibitor expressly waives all of its rights hereunder and releases and agrees to hold RV Industry Association harmless of and from any and all claims for damages or expenses arising out of or related to this contract. Exhibitor further agrees RV Industry Association shall have no obligation to Exhibitor except to refund the fee paid by Exhibitor for space less a proportionate share of all expenses incurred by RV Industry Association for the Event. 24. Breach of Contract/Remedies In the event Exhibitor, or any employee, agent or contractor of Exhibitor, fails to pay RV Industry Association all sums due hereunder, or fails to perform or observe any of the terms or conditions set forth herein, RV Industry Association shall have the right, with or without notice, to take any or all of the following actions: (i) immediately terminate this contract; (ii) fine Exhibitor a minimum of $1,000 up to a maximum of $10,000 for each such violation, except as otherwise provided herein; (iii) prohibit Exhibitor from participating in the initial drawing and space assignment procedure for next year's Event; (iv) prohibit Exhibitor from participating in future RV Industry Association events; and (v) pursue any other rights and remedies now or hereafter available to RV Industry Association under the laws of the Commonwealth of Virginia. In the event RV Industry Association terminates this contract for Exhibitor violating any of the terms or conditions contained herein, RV Industry Association shall have the right to retain all monies received from Exhibitor for the exhibit space as well as recover from Exhibitor such additional sums that RV Industry Association may be due pursuant to the terms hereof. Additionally, RV Industry Association shall have the right, with or without process of law, to remove Exhibitor, its employees, agents and contractors, and all of Exhibitor's articles of merchandise and other personal property from the space contracted for and from the buildings and grounds of the exhibit area at Exhibitor's expense. Exhibitor assumes all liability for damages to its property or merchandise which may occur as a result of such removal. All rights and remedies available to RV Industry Association hereunder, or at law or in equity, are expressly declared to be cumulative. Exhibitor will not be permitted to exhibit in any RV Industry Association Event until such time as Exhibitor remits any and all funds due RV Industry Association pursuant hereto. In the event of any claim by Exhibitor against RV Industry Association arising out of or related to this contract, Exhibitor agrees that RV Industry Association s liability is limited to the amount paid by Exhibitor for its exhibit space. 25. Assignment Exhibitor may not sell, assign or transfer this contract or any interest herein (either voluntarily or by operation of law), or sublet the exhibit space or any part thereof without the prior written consent of RV Industry Association, which may be withheld in RV Industry Association s sole discretion. Any sale, assignment or transfer without RV Industry Association s consent is void. 26. Rule Compliance Exhibitor agrees to be bound by and comply with any and all terms and conditions set forth in the Exhibit Space Offering, Exhibitor Contract for Space, Exhibitor Service Kit and any and all rules and regulations promulgated by RV Industry Association, Salt Palace, SMG, Salt Lake County and Salt Lake City. 27. Attorneys Fees If an action is instituted by RV Industry Association to enforce any provision herein and RV Industry Association prevails, RVIA shall be entitled to recover from Exhibitor reasonable attorneys' fees, and other legal expenses and court costs incurred by RV Industry Association in such action as the court may find to be reasonable. Manufacturer 6/28/18 10

13 28. Interest on Past Due Obligations If Exhibitor shall fail to pay any sum due RV Industry Association pursuant to this contract by the date same is due, RV Industry Association shall be entitled to charge and collect from Exhibitor interest on the balance due at the rate of one and one-half percent (1 1/2%) per month, or the maximum amount permitted by law, whichever is higher, from the date the amount was due until paid in full. 29. Amendments RV Industry Association has the right to make such reasonable amendments hereto as it shall consider necessary to comply with RV Industry Association s lease with the Salt Palace or for the proper conduct of the Event, provided same do not materially alter the contractual rights of Exhibitor. All amendments that may be so made shall be binding on all of the parties hereto. 30. Waiver The waiver by RV Industry Association of any term, covenant or condition in this contract shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition. 31. Headings The headings and section titles to the sections of this contract are not a part of this contract and have no effect upon the construction or interpretation of any part of the contract. 32. Gender The terms and words used herein regardless of the number and gender specifically used shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context of this contract may require. 33. Waiver of Jury Trial Exhibitor hereby waives all right to trial by jury in any claim, action, proceeding or counterclaim by RV Industry Association against Exhibitor on any matters arising out of, or related to, this contract. 34. Severability Any provision of this contract which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision of this contract and such other provisions shall remain in full force and effect. 35. Governing Law This contract shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Manufacturer 6/28/18 11