Exhibitor Contract Terms & Conditions – 2022 NBAA-BACE
The NBAA Business Aviation Convention & Exhibition (NBAA-BACE) (“Event”) is produced by the National Business Aviation Association, Inc. (“Show Management”). The Event is scheduled to be held at the Orange County Convention Center in Orlando, Florida, and at Orlando Executive Airport in Orlando, Florida (each, a “Facility”) on Oct. 18-20, 2022. “Exhibitor” means, collectively, the entity that is applying to exhibit at the Event, the authorized representative (“Representative”) of that entity who is executing this contract on its behalf and, where applicable, that entity’s officers, employees, contractors and agents.
- Effectiveness. This contract becomes binding once the Exhibitor’s application has been accepted by Show Management. Show Management reserves the right to reject applications with or without cause if in the best interests of the Event.
- Membership; Eligibility. Exhibitor shall maintain membership with NBAA during the entire period from application through the Event. If Exhibitor fails to maintain membership, Show Management may consider Exhibitor to have canceled its space in accordance with section 4. Exhibitor shall only exhibit or promote products or services that pertain to the business aviation industry.
- Exhibit Space Assignment. Upon acceptance by Show Management, Exhibitor will be assigned exhibit space in accordance with the procedures established by Show Management. Exhibitor will not be assigned space until all fees due under this contract have been received and Exhibitor has no outstanding obligations to Show Management. Show Management may modify or relocate Exhibitor’s space at any time if in the best interests of the Event. Exhibitor acknowledges that this contract, including its cancellation provisions, will remain effective even if Show Management exercises its right to modify or relocate Exhibitor’s space.
- Cancellation. Requests to cancel or reduce space from Exhibitor must be submitted in writing. The parties acknowledge that the actual damages likely to result from Exhibitor’s cancellation or space reduction are difficult to estimate on the date of this contract and would be difficult for Show Management to prove. Therefore, the parties intend that Exhibitor will remain liable for the original exhibit fee amount as liquidated and agreed upon damages and not as a penalty.
- Badge Registration. Show Management will define the “Official Hours,” during which all individuals attending the Event must be registered and in possession of a valid Event badge. Upon full payment of all fees due under this contract, Exhibitor will receive an allotment of complimentary registrations as specified by Show Management. Complimentary registrations may be used to register Exhibitor’s officers, employees, contractors, agents or guests. Additional registrations may be purchased at a fee determined by Show Management.
- Sharing; Assignment. Exhibitor shall not assign, share or sublet its assigned space without the written consent of Show Management. Show Management may allow Exhibitor to share its space with another entity (that entity, a “Co-Exhibitor”) if: (1) Co-Exhibitor meets any requirements of Show Management, including those regarding membership; (2) Exhibitor and Co-Exhibitor each complete any required forms and pay the applicable fee; and (3) Exhibitor and Co-Exhibitor have an established business relationship.
- Exhibit Space Operation. Exhibitor shall install and occupy its space in accordance with the rules and timeline specified in the Exhibitor Service Kit. Exhibitor’s aircraft, if any, must comply with the arrival and departure procedures and timeline adopted by Show Management. Exhibits must be designed and operated in a professional manner that respects the rights of other exhibitors and attendees, complies with the applicable provisions of the Americans with Disabilities Act and similar regulations and does not conflict with reasonable standards of decorum. All booths, display materials and demonstrations must be confined within Exhibitor’s space and must not interfere with aisle traffic at any time. Direct selling at either Facility is strictly prohibited. Exhibitor shall obtain the written permission of Show Management and Facility before performing any activity that may conflict with Facility’s insurance policy. Exhibitor shall not distribute any advertising or promotional materials at the Event, except from Exhibitor’s space or with the written consent of Show Management. Exhibitor shall obtain any necessary rights prior to playing, performing or displaying any work protected by copyright.
- Harassment Policy. Show Management is committed to fostering a welcoming and inclusive environment at its events and throughout the business aviation community. All participants at the Event must refrain from harassing behavior and speech. Show Management may remove individuals found to be violating this policy from the Event (without a refund) and prohibit such individuals from attending future events hosted by Show Management.
- Compliance with Laws; Facility Regulations. Exhibitor shall comply with all national, state and local laws and all rules and regulations of each Facility, including any union labor work rules and fire and safety regulations. Exhibitor shall obtain all permits and approvals required to exhibit at the Event and is responsible for all taxes related to its activities at the Event.
- Exclusive Services. Show Management and each Facility have designated official contractors to perform certain services for Exhibitor (those services, as listed in the Exhibitor Service Kit, “Exclusive Services”). Exhibitor shall not use any other contractors to perform Exclusive Services.
- Exhibitor Appointed Contractors. Exhibitor may use a contractor not listed in the Exhibitor Service Kit (an “EAC”) if: (1) the service to be performed by the EAC is not an Exclusive Service; (2) Exhibitor submits to Show Management a completed Intent to Use Exhibitor Appointed Contractor form naming the EAC; (3) the EAC submits to Show Management a completed Exhibitor Appointed Contractor application, agreeing to all the terms thereof, including insurance and indemnification requirements; and (4) the EAC has been approved by the Facility, where applicable. Exhibitor is responsible for ensuring these requirements have been met. Show Management may deny an EAC access to the Event when these requirements have not been met or when in the best interests of the Event. Show Management will not be responsible for any lost profits or any damages of Exhibitor that result. Each EAC may be required to provide evidence of compliance with insurance requirements and to secure a stand construction performance bond prior to move-in.
- Children. Exhibitor acknowledges that children under 12 are prohibited from attending the Event and that children ages 12 to 17 may attend the Event (1) only during Official Hours and (2) only if they (i) register and pay appropriate fees and (ii) are accompanied by an adult at all times.
- Insurance Requirements for Exhibitor With Aircraft. If Exhibitor will display one or more aircraft within its exhibit space, then the terms of this section will apply. Exhibitor shall maintain the following during the entire Event, including move-in and move-out periods: (1) commercial general liability insurance, including broad form contractual liability coverage, with limits of at least $5,000,000 per occurrence, combined single limit for bodily injury and property damage, at least $2,000,000 for products-completed operations aggregate, at least $1,000,000 for personal and advertising injuries and at least $100,000 for damage to premises rented to you; (2) aircraft liability insurance, including premises liability, with limits of at least $5,000,000 combined single limit, per occurrence, for bodily injury and property damage including passengers; (3) aircraft hull (all risk) insurance for the full replacement value of the aircraft; (4) workers’ compensation insurance in accordance with statutory limits and employers’ liability with limits of at least $1,000,000 per accident; and (5) if Exhibitor will own or operate any motor vehicles at any Facility, automobile liability insurance with limits in an amount adequate to cover all of Exhibitor’s motor vehicles at the Facilities but not less than $1,000,000. All insurance must be primary and non-contributory to any other insurance coverage and Exhibitor shall obtain a waiver of subrogation on each policy in favor of the additional insured parties. National Business Aviation Association, Inc.; Orange County Convention Center; Atlantic Aviation Inc.; Greater Orlando Aviation Authority; Freeman; and City of Orlando must each be named as additional insured on the liability insurance policies to the limits of each policy, even if those limits are in excess of the requirements of this section. The Exhibitor Service Kit may contain additional insurance requirements. Exhibitor shall furnish evidence of insurance coverage meeting the requirements of this section as requested by Show Management. Exhibitor acknowledges that the requirements of this section in no way limit the liability of Exhibitor. Additional insurance requirements may be required if Exhibitor has any aircraft towed to the Orange County Convention Center.
- Insurance Requirements for Exhibitor Without Aircraft. If Exhibitor will not display any aircraft within its exhibit space, then the terms of this section will apply. Exhibitor shall maintain the following during the entire Event, including move-in and move-out periods: (1) commercial general liability insurance, including broad form contractual liability coverage, with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, combined single limit for bodily injury and property damage, at least $2,000,000 for products-completed operations aggregate, at least $1,000,000 for personal and advertising injuries and at least $100,000 for damage to premises rented to you; (2) workers’ compensation and employers’ liability insurance in accordance with statutory limits; and (3) if Exhibitor will own or operate any motor vehicles at any Facility, automobile liability insurance with limits in an amount adequate to cover all of Exhibitor’s motor vehicles at the Facilities but not less than $1,000,000. All insurance must be primary and non-contributory to any other insurance coverage and Exhibitor shall obtain a waiver of subrogation on each policy in favor of the additional insured parties. National Business Aviation Association, Inc.; Orange County Convention Center; and Freeman must each be named as additional insured on the commercial general liability and automobile liability insurance. The Exhibitor Service Kit may contain additional insurance requirements. Evidence of insurance meeting the requirements of this section must be furnished to Show Management upon request and must be available at the Facility during the Event. Exhibitor acknowledges that the requirements of this section in no way limit the liability of Exhibitor.
- Indemnification; Assumption of Risk. Exhibitor shall indemnify Show Management and each Facility, and their parent and subsidiary companies, shareholders, officers, employees, agents and contractors (collectively, the “Indemnified Parties”), against all losses, damages, claims, demands, actions, penalties, judgments and liabilities (including court costs and reasonable attorneys’ fees) (collectively, “Claims”) that arise from any acts or omissions of Exhibitor or any of Exhibitor’s EACs related to the Event, including, without limitation, any activities they may be conducting at the Event (regardless of whether the activities are at a Facility), or from any breach by Exhibitor of any term of this contract. Exhibitor assumes full responsibility for any risk of bodily injury, death or property damage or loss arising out of or related to Exhibitor’s participation at the Event, whether caused by negligence, intentional act or otherwise. The parties intend that this indemnification and assumption of risk be construed as broadly as permitted by law.
- COVID-19. Exhibitor acknowledges that COVID-19 has been declared a worldwide pandemic by the World Health Organization, is extremely contagious and is thought to spread mainly through close contact from person-to-person. Show Management cannot guarantee that Exhibitor’s personnel and guests will not become infected with COVID-19 at the Event. Exhibitor shall indemnify the Indemnified Parties against all Claims by Exhibitor’s personnel and guests registered by Exhibitor arising out of or related to infection with COVID-19, whether before, during or after attendance at the Event. Show Management may require individuals registered by Exhibitor to acknowledge the risks of COVID-19 infection and waive liability prior to participation at the Event. Exhibitor shall comply with all health and safety protocols implemented by Show Management and each Facility. Exhibitor acknowledges that such protocols may include requirements for all participants to present proof of vaccination, present proof of a negative test result and/or wear masks.
- Waiver of Liability. Under no circumstances will Show Management be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages of Exhibitor, regardless of whether such losses or damages were foreseeable or Show Management was informed of the possibility of such losses or damages. The maximum liability of Show Management under any circumstances will not exceed the exhibit fee actually paid by Exhibitor to Show Management.
- Cancellation of Event. If Show Management cancels the Event for any reason, then Show Management shall refund to Exhibitor the amounts paid under this contract, in full satisfaction of liabilities to Exhibitor. No cancellation will be deemed to have occurred, and no refund will be due to Exhibitor, if Show Management reschedules the Event for dates within one week of the originally scheduled dates or selects a different exhibit facility within the same metropolitan area.
- Violations.Upon the violation by Exhibitor of any of the terms of this contract, Show Management may take one or more of the following actions: (1) require modifications to Exhibitor’s booth or space at Exhibitor’s expense; (2) cancel Exhibitor’s exhibit space assignment; (3) declare Exhibitor ineligible for priority lotteries at future events produced by Show Management; or (4) disqualify Exhibitor from exhibiting at future events produced by Show Management. These remedies are illustrative only and do not limit any remedies described elsewhere in this contract or otherwise available by law.
- Severability.The parties intend that, if any provision of this contract is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable and the rest of the contract will remain in effect as written.
- Representative; Communications. Show Management shall direct communications related to the Event, including notices under this contract and additional rules and regulations, to the Representative by email, mail or hand delivery. Notices from Exhibitor to Show Management, including the designation of a new individual as Representative, must be sent by email to firstname.lastname@example.org, by mail or overnight carrier to NBAA, Attn. Exhibit Services, 1200 G Street NW, Suite 1100, Washington, DC 20005, USA or by hand delivery.
- Rules and Regulations. Show Management or a Facility may adopt or amend rules and regulations governing the Event at any time. Such rules and regulations, including those found on Show Management’s website or in the Exhibitor Service Kit, are an integral part of this contract and are incorporated herein by reference.
- OFAC Compliance. Exhibitor states that neither Exhibitor nor any person or entity that owns or controls Exhibitor or is a director, officer or employee of Exhibitor (1) is currently included on the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; or (2) is located or organized in the Crimea region of Ukraine, the so-called Donetsk People’s Republic region of Ukraine, the so-called Luhansk People’s Republic region of Ukraine, Cuba, Iran, North Korea or Syria.
- Waiver; Entire Agreement. No waiver of satisfaction of a condition or failure to comply with an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or failure to comply with any other obligation. This contract, including any additional rules or regulations adopted by Show Management in accordance with section 23, constitutes the entire understanding between the parties with respect to the subject matter of this contract and supersedes all other agreements, whether written or oral, between the parties.
- Governing Law. The laws of the District of Columbia, without giving effect to its principles of conflicts of law, govern all matters arising out of this agreement or Exhibitor’s participation at the Event.
Any person who attends an NBAA convention, conference, seminar or other program grants permission to NBAA, its employees and agents (collectively "NBAA") to record his or her visual/audio images, including, but not limited to, photographs, digital images, voices, sound or video recordings, audio clips, or accompanying written descriptions, and, without notifying such person, to use his or her name and such images for any purpose of NBAA, including advertisements for NBAA and its programs.