Vendor agreement

BLACKOWNED NW ARKANSAS EXPO VENDOR PARTICIPATION AGREEMENT + CODE OF CONDUCT Vendor and its employees and representatives agree to conduct themselves in alignment with the Blackowned NW Arkansas Expo Vendor Code of Conduct and Required Vendor Contractual Agreement. This code agreement will be enforced throughout all Organization-related communications, activities, and events to the fullest extent possible in regards to the execution and delivery of the Black-Owned Northwest Arkansas Business Expo event scheduled for Saturday, February 27, 2027 from 11 AM to 4 PM at the Fayetteville Town Center. 1. CHARACTER OF EXHIBIT The purpose of this business expo and trade show is consistent with Black-owned NW Arkansas's objective, to promote the advancement, growth, development and awareness of Black-Owned Businesses in the NW Arkansas region. All exhibits must both complement and enhance Black-owned NW Arkansas and Blackground Agency programming to which it is tied, by the Controlling Owner of the business self-identifying as a Black Founder / Small Business owner. Vendors must comply with the Exhibitor and Vendor Booth Rules and Agreements, a copy of which will be included with your booth confirmation. In general, Exhibitors are not permitted to obstruct the view or adversely affect the displays of other exhibitors. 2. CONTRACT These Terms and Conditions along with a properly executed Registration by Vendors (herein referred to as Vendor) shall upon acceptance by the Black-Owned NW Arkansas and Blackground Agency Organization and planning team (herein referred to as Show Organizer) constitute a valid and binding contract. Show Organizer reserves the right to accept, reject, or omit any Registration for any reason. By signing the Vendor Booth Space Terms and Condition and executing the Registration, each exhibiting company agrees, for itself and on behalf of its booth representatives, to abide by these Terms and Conditions, rules, and regulations herein stated and as outlined in the Exhibitor Registration Process Documentation, and in any subsequent amendments made a part hereof as though fully incorporated herein, and Vendor agrees to be bound by each and every one. Show Organizer shall have the full right and power to interpret, amend, and add terms, conditions, rules, and regulations as Show Organizer in its sole discretion deems necessary for the general operation and success of the Black-owned NW Arkansas organization. This agreement is governed by the laws of the State of Arkansas and the Vendor agrees to the jurisdiction of the Courts of the State of Arkansas. 3. USE OF SPACE & RESTRICTIONS Due to space restrictions trade show booths are available on a first come first serve basis. Show Organizer reserves the right to decline, prohibit, or expel a vendor, exhibitor, or both, which in its judgment, is out of keeping with the character of the Black-Owned NW Arkansas organization, this reservation being all inclusive as to persons, things, printed matter, product, conduct, sound level, etc. Distribution of advertising material and exhibitor solicitations of any sort shall be restricted to the Vendor's booth and may be subject to approval. Protection of Facilities: Nothing shall be posted on, or tacked, nailed, screwed, or otherwise attached to the columns, walls, floors, or other parts of the convention hall exhibit area without permission from the proper building authority. Packing, unpacking, and assembly of exhibits shall be done only in designated areas and in conformity with the direction of the Show Organizer, the exhibit hall manager, or their assistants. Vendor's exhibit may not extend beyond the limits of the vendor's booth and no part of any exhibit or product may extend into any aisle. No Vendor shall so arrange its exhibit so as to obscure or prejudice an adjacent Vendor in the opinion of Show Organizer. No Vendor shall assign or sublet any part of its assigned space without the consent of the Show Organizer in writing. Co-participation by any other corporation or firm, or its representatives in the space assigned to the original registrant, must be by prior written permission and shall be subject to an additional charge equal to one-full rental cost of space reserved if accepted by Show Organizer. Vendors may not permit non-vending companies' representatives, materials or merchandise or sponsoring partners to work in their booth, as only one company is permitted for each booth. Any space not occupied by the time set for completion of the installation of displays may be reassigned at the discretion of the Show Organizer. Any vendor failing to occupy space is not relieved of the obligation to pay the full rental price. The vendor will keep the exhibit open and staffed at all times during the show hours. Food products or beverages may be distributed in compliance with Arkansas Food safety laws and regulations, as expressly agreed and understood by signing this document provided by the Show Organizer. 4. BOOTH INSTALLATION & DISMANTLING Standard booth equipment (as specified in the Vendor FAQs) is provided by Show Organizer without additional cost to the vendor. If a vendor plans to install a completely constructed display of such character that the Exhibitor will not require or desire the use of standard booth equipment, no part thereof shall so project so as to obstruct the view of adjacent booths. Specifications on booths are included in the Vendor FAQs. Exceptions to these specifications must be obtained in writing from Show Organizer. The specific requirements as to time for installation and dismantling of exhibits will be set forth in the Vendor's FAQs for this Black-Owned NW Arkansas Organization event and shall be binding upon the Vendor as though fully set forth herein. Failure to comply with the rules and regulations of this contract and as stated in the Vendor's FAQs may result in the alteration or removal of the booth at the Vendor's expense. Rental fees for services and exhibit space are NOT REFUNDABLE except as stated in section 5. Vendors shall be bound by all pertinent laws, codes, and regulations of federal, state, municipal, or other authorities having jurisdiction over the exhibit facility or the conducting of the exhibit, together with the rules and regulations of the owners and/or operators of the facility in which the trade show is held. Vendor will not schedule, host, or conduct outside activities that would divert or attract qualified attendees from the trade show during show hours. Each Vendor shall set up between 8:00 AM and 10:30 AM on Saturday, February 27, 2027, with its exhibit in place before the official opening and have its exhibit dismantled and removed directly following the closing of the trade show, starting only at 4 PM on Saturday, February 27, 2027. The Vendor assumes all risks for the shipment and delivery of all property shipped by the Vendor and agrees that no early tear downs shall be attempted and understands that early tear downs are not permitted. The act of tearing down a booth consists of dismantling or removing any part of the booth or marketing materials that have been used during the course of the trade show before the stated teardown hours. A $300 Early Teardown Fine may be imposed for tearing down the exhibit before the officially printed and announced authorized expo and trade show closing time. Violators of the no call/late arrival and/or early teardown agreement may risk not being invited to return to participate in the Black-Owned NW Arkansas Business Expo in the future. Vendor grants Show Organizers the right to use Vendor's name, logo, and trade name in Vendor Listings and in all pre-event and post-event promotional materials of the Black-owned NW Arkansas Business Expo. Hospitality Suites or meeting rooms are extended only to authorized companies and must be arranged through the Blackowned-NWA team. Hospitality suite hours will be accessible during official expo and trade show exhibition hours from 11 AM to 4 PM. Booths may start to be dismantled only after the Trade Show closing time at 4 PM on Saturday, February 27, 2027. Final time for removal of all vendor booth displays will be from 4 PM to 6 PM, Saturday, February 27, 2027. Street closure barricades will be removed by 6 to 6:30 PM Saturday, February 27, 2027. Food trucks MUST exit before the street re-opens to avoid fines. 5. CANCELLATION REFUND POLICY: Booth fees are non-refundable after January 1, 2027. Cancellations before then are subject to a $25 administrative fee. It is agreed that if the Vendor fails to comply with the Terms and Conditions of the agreement, in any respect, then Show Organizer shall have the right without notice to the Vendor to sell or offer for sale the exhibit space covered by this contract. Vendors will be liable for any deficiency, loss, or damage suffered by the Black-Owned NW Arkansas or Blackground Agency Organization by reason of the premises stated, which loss or damage the Vendor agrees to pay the Show Organizer upon demand together with reasonable expenses and costs incurred by reason thereof. It is further agreed that the actual occupation of the exhibit space by a Vendor is of the essence thereof, and that should the Show Organizer be unable to affect the sales of the space as herein provided, the Show Organizer is then expressly authorized to occupy or cause said space to be occupied in such manner as it may deem in the best interests of the trade show, without any rebate or allowance whatsoever to the Vendor and without in any way releasing said Exhibitor from any liability hereunder, and said Vendor expressly agrees to pay the Blackowned NW Arkansas Organization the registration fee. Show Organizer may cancel this contract and will not be liable for the fulfillment as to the delivery of exhibit space, if non-delivery is due to any circumstances beyond the control of Show Organizer, such as, but not limited to, the facility being unfit or unable, fire, pandemic, an act of God, unavailability of utilities, public emergency, the act of war, terrorism, riot, disaster, strikes, labor dispute, authority of law, postponement, or cancellation by Show Organizer that makes performance impossible. Vendor waives any and all other damages and claims against Show Organizer to reimburse Vendor for any amount paid in, less all reasonable expense incurred, such as but not limited to, rent, advertising, salaries, operating costs, etc. 6. INSURANCE, LIABILITY, & INDEMNIFICATION The Vendor agrees to maintain, at its sole cost, adequate insurance to fully protect the Show Organizer and its co-sponsors, service contractors, and the exhibit facility from any and all claims arising from Vendor activities including but not limited to, the installation, operation, and dismantling of Vendor displays. The Vendor understands that neither Show Organizer nor the exhibit facility maintains insurance covering the Vendor's property and it is the sole responsibility of the Vendor to obtain such insurance. The Vendor shall defend, indemnify and hold harmless the Black-Owned NW Arkansas and Blackground Agency Organization, its subsidiary, and each of their officers, contractors, consultants, directors, employees, agents, and representatives from any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or due to (a) the construction or maintenance of Vendor's exhibit; (b) the negligence or willful misconduct of Vendor, or its personnel, employees, agents or representatives; (c) vendor's materials distributed in connection with the trade show, including but not limited to Show Organizer's use of the materials; or (d) Vendor's breach of any commitment made in this Contract. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 7. FOOD VENDORS AND FOOD TRUCKS Vendors who sell, sample, or give away food or beverages must obtain, at their own cost, all permits and licenses required by the Arkansas Department of Health and any city or county authority (including any temporary food establishment or mobile food permit), display them at their booth or truck during the event, and provide a copy to Show Organizer on request or before the event. Food vendors must follow all applicable food safety, handling, temperature, sanitation, and fire safety rules, and are solely responsible for the safety and quality of the food and beverages they provide. Show Organizer may close any food booth or truck that does not have required permits or that a health or fire official directs to close, with no refund. In addition to section 6, food vendors shall defend, indemnify, and hold harmless the Black-Owned NW Arkansas and Blackground Agency Organization, the venue, and their officers, volunteers, and representatives from any claims, fines, penalties, or damages arising from the food or beverages they prepare, serve, or distribute, including foodborne illness, allergic reactions, or violations of health department requirements. Food vendors must carry general liability insurance that includes product liability and, if requested, name Show Organizer as additional insured. 8. IDENTIFICATION NUMBER All service providers exhibiting at the expo and trade show must provide their U.S. tax identification number to Blackowned NWA and Blackground Agency. We are required to solicit and maintain a list of vendors with this identifying information. Failure to do so may prevent your company from exhibiting, vending or participating in future trade show experiences. (A completed W-9 is uploaded during registration.) 9. ACKNOWLEDGEMENT AND ASSUMPTION OF RISK FOR IN-PERSON EVENTS Masks and social distancing are encouraged for ALL guests, but optional, regardless of vaccination status. If you choose not to wear a mask, it will be at your own risk of exposure to COVID-19, Poxvirus and/or any other airborne viruses/bacteria and we will not be held responsible. Vendors and its employees and representatives further acknowledge and assume the risk for in-person events as detailed in this stated Black-owned NW Arkansas Expo Vendor Acknowledgement and Assumption of Risk for In-person Events vendor code of conduct and agreement. Event code of conduct reference: https://nwcua.org/event-code-of-conduct/