Originally published May 1, 2006This is the second in a two-part series on some of the key issues that association trade show contracts must address.
Compliance with Laws. The contract should include a statement that the exhibitor will comply with all federal, state, and local laws as well as the rules and regulations of the facility hosting the event, i.e., the convention center or hotel.
Copyright. The contract should also include an acknowledgment that the exhibitor agrees that it shall be solely responsible for obtaining any licenses that may be required for it to broadcast, perform, or display any copyrighted materials, including, but not limited to, music, video, and software. It is also important to include an indemnification statement protecting the association if the exhibitor fails to obtain the requisite license.
Insurance. It is important for the association to determine the types of insurance and levels of coverage that exhibitors are required to carry in order to exhibit. The contract should set forth compulsory amounts, and require the exhibitor to provide the association with certificates evidencing such insurance coverage. The association can also seek to be named as an additional insured party on the exhibitor's insurance policy, which will provide it with additional protection in the event of a claim.
Indemnification. The contract should include a comprehensive indemnification provision. Indemnification is a method of shifting risk from one party to another party who can best control the risk. In the exhibit context, the association wants to protect itself from financial liability incurred as the result of the exhibitor doing something negligent. For example, if an exhibitor improperly sets up its booth and an attendee is injured as a result, the indemnification provision will serve to protect the association from the costs and damages in any related lawsuit. It is important that the indemnification provision include a statement that the exhibitor will "defend" any claims brought against the association, as that is an affirmative obligation to hire lawyers to defend the case on the association's behalf immediately. If the word "defend" is not included, the exhibitor will be required only to reimburse the association for such costs.
Force Majeure. As with other contracts related to the association's trade show, force majeure should be addressed. The exhibit contract should provide that if any circumstance beyond the control of the associationwar, governmental action or order, acts of God, fire, strikes, labor disputes, or any other cause beyond the control of the partieswould prevent or materially affect the trade show from being held as scheduled, or should render the exhibit space unavailable for use, the contract would be terminated. It is up to the association, under such circumstances, to determine whether it would be willing to refund any fees to exhibitors.
Subleasing. The contract should prohibit the exhibitor from subleasing its exhibit space to another organization.
Alcoholic Beverages. It is important to include a statement that the exhibitors will not serve or provide alcoholic beverages in their exhibit space without the association's prior written consent. If consent is provided, it is likely that the exhibitor will need to purchase alcoholic beverages from the exclusive provider at the facility.
Violation of Rules. The contract should specify what will happen if an exhibitor violates the contract. Typically, associations will state that any violations of the contract or rules on the part of the exhibitor will, at the association's option, constitute cause for the association to terminate the contract, remove the exhibitor from the show, and cause the exhibitor to forfeit all fees paid to the association.
Barbara F. Dunn, Esq. is an attorney and partner with Howe & Hutton in the firm's St. Louis, MO, office. She can be contacted at (636) 256-3351 or
[email protected].
Part I of this article appeared in the March 2006 issue.