Tradeshow Rules & Regulations Assignment of Exhibit Space Exhibit Management shall use its best efforts to locate the booth in one of the locations requested by Exhibitor. Notwithstanding the above, Exhibit Management reserves the right to change location assignments when such action is deemed to be in the best interest of the Exhibition. Instances involving relocation of a booth due to unforeseen circumstances or acts of God shall be governed by the provision "Cancellation, Postponement, or Relocation of Exhibition," below. Exhibitor agrees that its exhibit shall be admitted into the Exhibition and shall remain from day to day solely on strict compliance with all the rules herein described. Exhibit Management reserves the right to reject, eject, or prohibit any exhibit in whole or in part, or any Exhibitor with cause if exhibit is unsuitable to or not consistent with the character of the Exhibition. Exhibit Management's liability for rejection with cause shall be limited to a refund to the Exhibitor of the amount of rental unearned at the time of ejection. However, if an exhibit or Exhibitor is ejected for violation of these rules or for any other stated reason, no return of rental shall be made. Rental of Space and Its USE Regular and specially built back walls including signs may not exceed an overall height of 8'. Low side dividers between exhibits should not exceed 3' in height. No displays or obstructions may be placed in normal aisle area. Subletting of Space The Exhibitor shall not assign, sublet, or apportion the whole or any part of the space as-signed or have representatives, equipment, or materials from firms other than its own in the Exhibit Space without written consent of Exhibit Management. Only one company shall be considered as the Exhibitor; any other company or unity in the Exhibit Space shall be considered a subsidiary or affiliate. Installation and Dismantling The Exhibitor explicitly agrees that in the event it fails to install its products in assigned Exhibit Space or fails to remit payment for required space rental at time specified, Exhibit Management shall have the right to take possession of said space and lease same or any part thereof to such parties and upon such terms and conditions as it may deem proper. In addition, the Exhibitor shall not dismantle or otherwise interfere with the orderly conduct and display of the Exhibits until the Exhibit Floor is finally closed to the Conference attendees. Fire and Safety Regulations Exhibitor agrees to conform to fire and safety regulations imposed by the Cities of Mesa, Arizona and Albuquerque, New Mexico. Union Labor If required by local ordinances, Exhibitor must comply with all union regulations applicable to installation, dismantling, and display of the Exhibits. Contractor Services and Information Where an Official Contractor has been designated to perform services for an Exhibitor- such as the rental of furniture, setup of exhibits, electrical work, plumbing, labor, or any other service-no Exhibitor or representative shall contract for such services with other than the said Official Contractor. Storage It is the Exhibitor's responsibility to mark and identify all crates and boxes. Crates and boxes not properly labeled may be destroyed. No trunks, cases, or packing material shall be brought into or out of the Exhibit Space during Exhibit Hours. Liability and Insurance Neither Exhibit Management, or NCLE, is responsible for the safety of the property of Exhibitors from theft, damage by fire, accident, vandalism, or other causes, and the Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any damage to or loss of any property of the Exhibitor, except where the damage or loss is due to the gross negligence or willful misconduct of Exhibit Management or NCLE, arising out of Exhibit Management's or NCLE's duties and responsibilities under this agreement. Exhibitor understands that neither Exhibit Management, nor NCLE carry business interruption and/or property damage insurance coverage for loss or damage of Exhibitor's property. The Exhibitor agrees to obtain the following insurance during the dates of the Exhibition, including move-in and move-out days and shall be prepared to furnish a certificate of insurance to Exhibit Management if requested: (a) Commercial general liability insurance coverage including protective and contractual liability for bodily injury and property damage; (b) Employers liability insurance; (c) Worker's Compensation/Occupational Disease coverage in full compliance with federal and state laws; (d) Comprehensive General Liability Automobile insurance. Hold Harmless and Indemnification Exhibitor hereby agrees to indemnify, hold harmless and defend Exhibit Management, or NCLE, and their respective officers, directors, and employees (Indemnities) from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever as they arise (including but not limited to court costs, interest and attorney's fees) which the Indemnities may incur, suffer, be part to, or be required to pay, incident to or arising directly or indirectly from any intentional or negligent act or omission or breach of these terms, conditions, and rules, or violation of any ordinance or statute by Exhibitor or any of its employees or agents. The Exhibitor assumes full responsibility and liability for the actions of its agents, employees, and independent contractors, whether acting within or without the scope of their authority, and agrees to indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or liability resulting directly or indirectly, or jointly, from other causes that arise because of the acts or omission of its agents, employees, or independent contractors whether acting within or without the scope of their authority. Exhibit Management and NCLE hereby each agree to indemnify, hold harmless and defend the Exhibitor and its respective officers, directors, and employees (Indemnities) from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever as they arise (including but not limited to court costs interest and attorney's fees) which the Indemnities may incur, suffer, be part to, or be required to pay, incident to or arising directly or indirectly from any intentional or negligent act or omission or breach of these terms, conditions, and rules, or violation of any ordinance or statute by Exhibit Management and/or NCLE or any of their employees, or agents. Exhibit Management and NCLE assumes full responsibility and liability for the actions of their agents, employees, and independent contractors, whether acting within or without the scope of their authority, and agrees to indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or liability resulting directly or indirectly, or jointly, from other causes that arise because of the acts or omission of their agents, employees, or independent contractors whether acting within or without the scope of their authority. Cancellation, Postponement or Relocation of Exhibition In the event that any unforeseen occurrence, or acts of God, shall render the fulfillment of this agreement impossible by Exhibit Management, the parties shall mutually amend or terminate the agreement at Exhibit Management's or NCLE's option. In such circumstances, Exhibit Management's sole responsibility to Exhibitor shall be a full refund of all rental fees paid by Exhibitor. No monies will be returned should the dates or location of the Exhibition be changed by Exhibit Management, but Exhibitor will be assigned space that the Exhibitor agrees to use under these same rules and regulations. Exhibit Management shall not be financially liable in the event the Exhibition is interrupted, canceled, moved, or dates changed except as provided herein. Deposits and Cut-Off Date Contracts must be submitted with a deposit equal to 50% of the total rental cost for each booth requested. Failure to submit deposit with the Application-Contract, shall relieve NCLE of any obligation to hold space for Exhibitor, but shall not relieve Exhibitor Obligation to make payment under this Agreement. Final payment for contracted space is due September 30, 2011. If final payment is not received by September 30, 2011, NCLE shall have the right to retain the deposit as liquidated damages and cancel the booth reservation. A $45.00 service fee will be assessed for returned checks. Late payments received after the published due dates will be assessed a $150.00 penalty fee. Exhibitor Cancellation All cancellations must be submitted in writing to NCLE. The date of cancellation shall be the date that NCLE received the written cancellation. Both the Exhibitor and NCLE acknowledge that, in the event of cancellation, NCLE will sustain substantial monetary losses that cannot be precisely determined. Due to the difficulty of determining and detailing said losses, the Exhibitor agrees to pay the following as liquidated damages (and not a penalty) if Exhibitor cancels its participation. If written notice of cancellation is made BEFORE September 30, 2011, Exhibitor agrees to pay a cancellation fee equal to 30% of the total booth fee. If written notice of cancellation is received ON OR AFTER September 30, 2011, Exhibitor will be libel for 100% of the total exhibition fee. All cancellation fees are payable immediately upon cancellation. The above cancellation fee terms shall apply regardless of the execution date of this contract. Any reduction in booth space shall be considered the same as a booth cancellation and will be treated accordingly. Agreement of Terms, Conditions, and Rules Exhibitor agrees to observe and abide by the foregoing Terms, Conditions and Rules and by such additional Terms, Conditions, and Rules made by Exhibit Management from time to time for the efficient or safe operation of the Exhibit, including, but not limited to, those contained in this Contract. In addition to Exhibit Management's right to close an Exhibit and withdraw its acceptance of this Application/Contract, Exhibit Management in its sole judgment may refuse to consider for participation in future Exhibits an Exhibitor who violates or fails to abide by all such Terms, Conditions, and Rules. There is no other agreement or warranty between the Exhibitor and Exhibit Management except as set forth in this document. The rights of Exhibit Management and the Exhibitor under this Contract shall not be deemed waived except as specifically stated in writing and signed by an authorized representative of the respective parties.