Company

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216 E. 45th Street, 6th Floor New York, New York 10017 Tel: 212.812.8420 • Fax: 212.228.1308

Contract #: ______________________________

Date: ______________________________

PO#: ______________________________ Company: ______________________________ Representative: ______________________________ Website: ______________________________

Rep. Phone ______________________________

Agency: ______________________________

Rep. Email ______________________________

Address 1: ______________________________ Address 2: ______________________________

Billing Contact: ______________________________

City: ______________________________

Billing Email: ______________________________

State/Province: ______________________________

Billing Phone: ______________________________

Postal Code: ______________________________

Billing Fax: ______________________________

Country: ______________________________ Billing Address: ______________________________ Billing City: ______________________________ Contact: ______________________________

Billing State: ______________________________

Contact Title: ______________________________ Billing Zip Code: ______________________________ Contact Email: ______________________________ Contact Phone: ______________________________ Special ___________________________________________________________________________ Instructions: ___________________________________________________________________________

Product

State Date

End Date

Materials Due Date

Qty. Price

Total Net

Grand Total Net: __________ Conference/Tradeshow Contact (if different from above): Name: ______________________________

Phone: ______________________________

Title: ______________________________

Fax: ______________________________

Email: ______________________________

Booth Number: ______________________________

Please sign below to indicate your agreement to the Program Details and Terms and Conditions outlined on the following page(s). Signature: ____________________________ Print Name: ____________________________ Date: _______

CONFERENCE TERMS AND CONDITIONS SECTION I 1. General. The term "Vendome" as used herein shall refer to Vendome Group, LLC, ("Vendome") and the employees or agents acting for it in the management of the Event as outlined herein (“Event”). Company agrees that the rules, regulations, and conditions of the event are made a part of this contract and agrees to be bound by each. 2. Payment Terms for Conference. A non-refundable deposit of $5,000 or 50% of the total contract value, whichever is greater, is required to reserve this booth or sponsorship opportunity. This deposit is due upon contract signing. If the deposit is not received within 45 days of the invoice date, the booth or sponsorship opportunity will be released back into inventory and may be resold. The remaining balance, if any, is due within 180 days before the event date. If the contract is signed within 180 days of the event, the entire balance is due immediately. If payment is not made, the booth or sponsorship opportunity will be released back into inventory and may be resold. Payment may be made using our online payment center at www. vendomegrppaymentcenter.com or by check to PO Box 11401, Newark NJ 07101-4014. 3. Limitation of Liability. Company agrees to indemnify and hold harmless Vendome, the sponsors, the owners, the exhibition hall facility, the city in which the Event is being held, and their respective officers, agents, employees and affiliates from and against all claims, losses, suits, damages, judgments, expenses, costs and charges or every kind relating to its occupancy of the space herein contracted for, including without limitation by reason of personal injuries, death, property damage, or any other cause sustained by any person(s). Vendome will not be held responsible for loss or damage to property, including displays and goods belonging to Company, whether

resulting from fire, storms, acts of God, air conditioning or heating failure, theft, pilferage, mysterious disappearance, lost shipments, inadequately packed property, or any other cause. All such items are brought to the Event and displayed at Company's own risk. If Company's exhibit fails to arrive, Company is nonetheless responsible for exhibit space cost. Company agrees that Vendome shall be responsible in the event of any errors or omissions in any directory of exhibitors or other promotional material. 4. Sub-Leasing. Company shall not sublet any portion of the space contracted hereunder. Company may not exhibit, offer for sale, or advertise articles not manufactured or sold in its own name, except where such articles are required for the proper demonstration or operation of Company's display, in which case identification of such articles shall be limited to the regular identification that in standard practice appears on them. Rulings of Vendome shall in all cases be final with regard to use of any exhibit space. 5. Damage to Property. Company is liable for any damage caused to building floors, walls or columns, to booth equipment, or to the property of other exhibitors. Company may not apply paint, lacquer, adhesives, or other coating to building surfaces or standard booth equipment.

must be operated so as not to disturb other exhibitors. Vendome reserves the right to determine acceptable sound level. 8. Outside Activities. Company shall not conduct any event that will take away qualified show attendees from the Event. Company shall not conduct or sponsor at any time during the Event any off-site hospitality events. 9. Lotteries & Contests. The operation of games of chance, lottery devices, or the actual or simulated pursuit of any recreational pastime is permitted only to the extent permitted by applicable law and upon Vendome's written approval. 10. Personnel and Attire. Vendome reserves the right to determine whether the character and attire of booth personnel is acceptable and in keeping with the best interests of Exhibitors and the Event. 11. Sales and Samples. Retail sales are prohibited during the course of the Event. Infraction of this rule will result in the closure of your exhibit. Distribution of samples, souvenirs, publications, etc. or other promotional activities must be conducted by Company only from within its booth. The distribution of articles that interferes with the activities in or obstructs neighboring booths or that impede aisles is prohibited.

6. Safety and Fire Laws. Company must strictly observe all applicable fire and safety laws and regulations. Cloth decorations must be flameproof. Wiring must comply with local Fired Department and Underwriter's rules. Smoking in exhibits is forbidden. Crowding will be restricted; exhibits must not block aisles or fire exits.

12. Admission. Vendome shall have sole control over admission policies at all times. Booth personnel are restricted to Company's employees and authorized representatives. All Booth personnel must wear an Exhibitor badge at all times. Vendome reserves the right to limit the number of Booth personnel at any time. Company's booth must be staffed during Event hours.

7. Decoration. Vendome shall have full discretion in the placing, arrangement, and appearance of all items displayed by Company, and may require the replacing, rearrangement, or redecorating of any item or of any booth, and no liability shall attach to management for costs that may devolve upon Company thereby. All exhibits must be ready for the opening hour of the Event. Mechanical or electrical devices that produce sound

13. Termination of Event. In the event that the premises in which the Event is to be conducted shall become, in the sole discretion of Vendome, unfit for occupancy, or in the event that the holding of the Event or the performance of Vendome under the Event contract is substantially or materially interfered with by virtue of any cause, such contract or the Event (or any portion thereof ) may be terminated by Vendome.

Vendome shall not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising there from. If Vendome terminates such contract or the Event (or any portion thereof ), Vendome shall return to Company any amounts paid hereunder and there shall be no further liability on the part of either party. 14. Care of Premises. Company must keep exhibits clean and in good order. All exhibits must remain fully intact until the Event has officially ended. Exhibits must be removed within the time specified by the Event facility. 15. Resolution of Disputes. In the event of a dispute or disagreement between Company and any contractor hired by Vendome to install or remove displays, or between Company and a labor union, or between two or more exhibitors, all interpretations of the rules governing the Event, actions, or decisions by Vendome intended to resolve the dispute shall be binding on Company. 16. Photography. The photographic rights for the Event are reserved to Vendome. Exhibitors wishing to make their own arrangements for photographing their booth must apply to Vendome, whose consent will not be unreasonably withheld. 17. Insurance. Company shall maintain Comprehensive General Liability insurance covering Company's participation in the Event, which shall include theft, public liability, personal property damage and bodily injury coverage, with limits of at least $1,000,000 for each occurrence, and shall name Vendome as an additional insured. 18. Default. If Company defaults on any of its obligations under this agreement or violates any of its obligations hereunder, Vendome may, without notice, terminate this agreement and retain all moneys received on account as liquidated damages. Vendome may thereupon direct Company to forthwith remove its employees, agents, merchandise and other property from the Event facility. If exhibition space contracted for is not occupied at the time set for completion of installation of displays, Vendome may possess such space for such purposes as it may see fit.

19. Amendment to Rules. Any matters not specifically covered herein shall be subject solely to the decision of Vendome. Vendome shall have full power to interpret, amend, and enforce all rules and regulations in the best interest of the Event (as Vendome may determine in its sole discretion), and any such amendments when brought to the attention of the Company shall become part hereof as though duly incorporated herein and subject to each of the terms herein set forth. Vendome reserves the right to make any changes it deems necessary to show hours and/or conference schedule. Vendome reserves the right to change the location of booths and rearrange the show floor in the best interests of the Event. SECTION II 1. Creative Materials. Company hereby grants Vendome the right and license to use, reproduce, transmit and distribute all creative materials supplied by or on behalf of Company, including without limitation, all text, graphics, illustrations and photographs (the “Creative”). Company represents and warrants that (a) it has all the necessary rights in the Creative; (b) the Creative does not violate any applicable law or regulation; and (c) the Creative does not violate or infringe upon any third party right in any manner or contain any material or information that is defamatory, libelous, slanderous, that violates any person’s right of publicity, privacy or personality or may otherwise result in any tort, injury, damage or harm to any person. Company acknowledges that Vendome is relying on the foregoing representations and warranties. Company agrees to indemnify, defend and hold Vendome and its affiliates and their respective officers, directors, employees harmless from and against any and all expenses and losses of any kind (including reasonable attorneys’ fees and costs) incurred based upon a breach of any of the foregoing representations and warranties or in connection with any claim arising from or related to any advertisement supplied by Company or its agents and run by Vendome. 2. License. For the purposes of promoting and executing the Program, Company grants to Vendome a nonexclusive, non-transferrable, worldwide

license to use the name and logo of Company in connection with Program. Company may not use Vendome’s name, trademarks, logos, or research in its booth or in any information it provides to its clients, except to inform clients that it will be participating as an exhibitor or sponsor of the events. The use of Vendome’s logo/name or the event logo/ name by Company before, during or after the event is strictly forbidden without the prior written consent of Vendome. 3. Confidentiality. Each party hereto agrees not to use for its own benefit, other than for purposes of carrying out the terms of this Contract, nor to disclose to others (unless required by law, regulation or court order), the terms of this Contract and any information identified by the other, disclosing party that is confidential or proprietary concerning its business, materials, properties, methods or processes (collectively, “Confidential Information”), and which is learned of or acquired in connection with or as a result of negotiating or performing this Contract. Confidential Information will not, however, include information available to the public, known by the recipient prior to disclosure or received by a third party not under a confidentiality obligation to the disclosing party. 4. Force Majeure. If this Contract becomes impossible to perform by either Company or Vendome because of acts of God, war, terrorism, government regulations, disaster, strikes, civil disorder, curtailment of transportation facilities, or other emergencies making it illegal or impossible to provide the facilities or any condition beyond the control of Vendome affecting production or delivery in any manner. Vendome will make its best effort to secure sufficient and equivalent means to deliver the Program, mutually agreed upon by both parties. Amounts due to Vendome for any rescheduled Program will remain as described herein above plus all costs associated with the rescheduling of the event. Under no circumstances shall Vendome be liable for any indirect, incidental, special or consequential damages (including, without limitation, loss of profit or impairment of goodwill) of any advertiser or conference exhibitor or sponsor.

5. Limitation on Liability. Except in the case of a breach of the confidentiality provisions set forth herein, in no event will (i) either party be liable the other for its incidental, consequential, punitive, special, remote or other than direct and ordinary damages including, without limitation, loss of profit, loss of business or loss of business opportunity, regardless of the form of action, whether in contract, statutory warranty, tort, unjust enrichment, or otherwise, even if foreseeable and/or advised in advance of the possibility of such damages or (ii) either party’s total cumulative liability to the other (from all causes of action of any kind, including contract, tort or otherwise, and whether or not resulting from Company’s indemnity obligations) arising out of or related to this Contract exceed one hundred thousand U.S. dollars (US$100,000). 6. Representations and Warranties. Each party represents and warrants to the other that: (i) has the right to enter into this Contract and fully perform its obligations and provide the services and/or materials hereunder, free of any conflict with any other obligations by which it may be bound; and (ii) neither the performance of the obligations and agreements, nor the furnishing of services and/or materials hereunder violates or infringes upon any rights of any other party or contravenes the laws or regulations of any governmental, regulatory or judicial authority. Except for the foregoing, neither party makes any other warranty, express or implied, including, but not limited to, any warranty of merchantability or fitness for any particular purpose. 7. Indemnity. Each party (the “Indemnifying Party”) agrees to defend, indemnify and hold the other party, including its directors, officers, agents, member financial institutions (“Members”) (if applicable) and employees (the “Indemnified Party”), harmless from and against any and all liabilities, claims, suits, damages, judgments, costs and expenses (including reasonable attorney’s fees) (collectively, “Losses”) brought or claimed by a third party and arising out of or in connection with the activities of the Indemnifying Party relating to this Contract; or breach of any term,

representation or warranty under this Contract, or allegations that the Indemnifying Party has failed to perform as required hereunder. 8. Independent Entities. The relationship between the parties is that of independent entities and does not constitute a partnership or employment relationship, and neither party shall have authority to bind the other in any way. No payments under this Contract shall be deemed to be compensation or salary to or from Company entitling Company or its staff or Vendome or its staff to any employee benefits from the other party. Neither party is authorized to make any commitments on behalf of the other without prior written consent. 9. Assignment. This Contract may not be assigned by either party without the prior written consent of the other party hereto, and any attempted assignment without such consent shall be void ab initio; except that either party may assign this Contract to an affiliate or to a successor-in-interest in connection with the sale of all or substantially all of its assets. This Contract will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns, and may not be modified or amended except by a writing signed by each of the parties. 10. Compliance with Laws. Vendome will conduct all activities under this Contract in full compliance with all applicable laws and regulations, including by procuring all necessary licenses, consents and certifications as well as maintaining in force liability and other insurance in accordance with applicable regulations and best industry practices. 11. Applicable Law. This Contract will be governed by and construed in accordance with the laws of the State of New York. The federal and state courts located in the City and State of New York will have exclusive jurisdiction over all proceedings related to this Contract, and the parties hereby consent to the personal jurisdiction of such courts and waive any right they may now have or hereafter possess to a trial by jury in connection with such proceedings.

12. Severability. If any provision of this Contract is deemed to be invalid, illegal, or unenforceable, the remainder of the Contract shall remain in force to the greatest extent permitted by law. 13. Miscellaneous. This Contract embodies the entire agreement between the parties with respect to the subject matter herof, and there are no agreements, representations or warranties other than those set forth herein. No waiver of the performance or breach of, or default under, any condition or obligation in this Contract will be deemed to be a waiver of any other current, future, or past performance, or breach of, or default under, the same or any other condition or obligation of this Contract. 14. Counterparts. This Contract may be executed in one or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.