Law Column: Show Business, part I

Trade shows, no matter the size, play a key role for associations in furthering their exempt purposes and in generating non-dues revenue. But if an association's exhibit contract is not comprehensive, problems can arise. While each association has its own unique interests and concerns, there are some key issues to address in all exhibit contracts. Here is part one in a two-part series on what these contracts must address.

Eligibility to Exhibit. It is important to define which types of organizations and/or individuals can exhibit at the association's show. Typically this is defined by who can participate rather than who cannot participate. These eligibility requirements serve as a filter to ensure that the trade show maintains its intended focus.

Assignment of Space. Associations should specify the system to be used for assignment of exhibit space. By specifying and following the process, the association should be better able to deflect exhibitor complaints. However, it is also important for the association to state that there may be instances in which it needs to modify exhibitors' space assignments.

Cost, Payment Schedule. It is important to specify the exhibit space cost and those items included in the cost. The contract should include the corresponding payment schedule.

Cancellation. The contract should state the cancellation policy. Typically, the contract will set forth a "sliding scale" cancellation fee schedule in which the more lead time given for notice of cancellation, the lower the cancellation fee (perhaps simply the forfeiture of the deposit); the less lead time given for notice of cancellation, the higher the cancellation fee (perhaps including forfeiture of deposit(s) and outstanding balance due). The fee amount should be a reasonable estimate of the association's damages as a result of the cancellation.

Exhibit Requirements and Restrictions. It is important to include the "dos" and "don'ts" for exhibitors including height of booth, number of persons permitted within the booth, hours of operation, and the prohibited activities within the booth and on the show floor. The goal should be to make these requirements and restrictions clear so that they are easy to follow and to enforce.

Hospitality Functions. The contract should prohibit the scheduling of private functions, cocktail parties, special events, or other hospitality functions over show hours or otherwise in conflict with the association's events.

Objectionable Displays. It is important to state that the association reserves the right to eject or terminate exhibit privileges of any exhibitor due to conduct of personnel, method of operation, materials, or for other causes which the association believes are not compatible with the purpose of the show.

Americans with Disabil-ities Act. It is important to include a statement that the exhibitor will ensure that its exhibit and product/service information comply with the regulations and guidelines of the Americans with Disabilities Act (ADA). The ADA requires that exhibits be accessible by persons with disabilities. While the association is responsible for ensuring accessibility for the meetings and the general trade show areas, the exhibiting company is responsible for controlling its booth. The contract can also include an indemnification provision, which would protect the association in the event it is brought into any ADA claims because of the exhibitor's failure to comply with the ADA in its booth.