Exhibitor Agreement

Exhibitor desires to display __________________ property, specifically in the designated space assigned to Exhibitor in for a limited period of time; and whereas First Night Monterey is willing to grant the right to display the Food Merchandise in accordance with the terms and conditions of this Agreement. In consideration of the recitals set forth above and for other good and valuable consideration, the parties agree as follows:

First Night Monterey agrees to allow Exhibitor to display and sell approved Food Merchandise in the assigned space during the First Night Monterey held on December 31, 2007 (the “Event”). Exhibitor agrees that the placement of the Food Merchandise space and all related signage, advertisements, and materials must be approved in advance by First Night Monterey. The Exhibitor will be permitted access to the event site for setup beginning 12/31/07, 3:00PM [time/date] and must remove all Merchandise and restore Exhibitor’s display area and any other property impacted by Exhibitor to their pre-Event condition no later than _1/1/08, 1:30PM__ [time/date]. Exhibitor will be solely responsible for the storage, operation, security, set up, warranties, and removal of the Merchandise from the Space in accordance with First Night Monterey’s reasonable requirements and schedule. No food, boxes, other items left behind, and exhibitor will properly dispose of items in the disposal bins and not in event and site wastecans.

Indemnification: Exhibitor agrees to indemnify, defend, and hold First Night Monterey , its employees, owners, partners, agents, successors, volunteers and assigns, harmless from and against any and all claims, damages, liabilities, suits, losses, government actions, judgments, and costs whatsoever arising out of (1) any claim or action for injury, death, property damage, or otherwise, suffered by guests, employees, or others at the Event to the exhibitor space caused by Exhibitor, its employees and agents; the Merchandise; display of the Merchandise; or otherwise arising out of this Agreement or Exhibitor’s use of Event site; (2) any damage, destruction, or theft done to the Merchandise; (3) any violation by Exhibitor of federal, state, or local rules and regulations governing the Event, including violation of the Fire Code; or (4) any breach of this Agreement by Exhibitor. This obligation shall continue beyond the termination or expiration of this Agreement.

Insurance: Exhibitor shall acquire and maintain, at its sole cost and expense, comprehensive general liability insurance, product liability, advertising liability, and contractual liability (“Exhibitor Insurance”) underwritten by an insurance company acceptable First Night Monterey. This insurance coverage shall provide protection of not less than One Million Dollars ($1,000,000.00) combined single limit for personal injury and property damage (on a per occurrence basis) and shall include First Night Monterey as an additional insured. Additionally, Exhibitor shall acquire and maintain at its sole cost and expense such other insurance coverage as First Night Monterey may reasonably require to cover its conduct related to the Event, and all activities reasonably connected with the Event and this Agreement.

If Exhibitor agrees to the terms of this Agreement, please have the appropriate representative sign and return this Agreement _______________________________________- by ______________, 2005 along with a check payable to ____________________. Space is limited and will not be reserved for Exhibitor until payment in full is received.

For further information, please contact _____________________________email:___________

Acknowledged and Agreed.

Authorized Representative, Exhibitor

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