WHEREAS, the Parties desire to be bound by this Agreement per the terms and conditions contained herein, including all Exhibits, relating to the Event.

1. Fee. Client agrees to and shall pay to ADV Events the Fee amount set forth on this sponsorship package site.

2. Client Benefits. Client shall receive from ADV Events the benefits set forth on this sponsorship package site.

3. Client Responsibilities. Client agrees to the terms and conditions of this Agreement, including but not limited to payment of the Sponsorship Fee.

4. Term and Early Termination. The term of this Agreement (the “Term”), once fully and duly signed by both Parties, shall commence on the Effective Date and continue only until the later of the conclusion of the Event or until all terms and conditions hereunder have been completed. Early Termination for Cause. If one Party materially breaches this Agreement and the breaching Party fails to cure the breach within thirty (30) days of receiving written notice from the non-breaching party specifying the breach and requiring its cure, the non-breaching party shall maintain the right to terminate this Agreement by providing the breaching party with written notice of such termination on or after the expiration of the thirty days cure period described above.

5. Force Majeure. Neither party will be liable for any failure to perform any of its obligations hereunder by reason of fire, explosions, earthquakes, storms, flood, wind, drought or other acts of God or the elements; court orders; acts, delays or failures to act by civil, military or other governmental authority; failures of suppliers, service providers or other third parties; strikes, lockouts, labor disputes, riots, insurrections, pandemics, terrorism, sabotage or war; breakdown or destruction of, or damage or casualty to, any equipment, facilities or other property; unavailability of materials, supplies, parts, equipment, personnel or other necessary items; interruption, suspension, curtailment or other disruption of utilities; or other matters beyond such party’s reasonable control. If ADV Events Corp. cancels the Event due to circumstances beyond the reasonable control of ADV Events Corp. (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility), ADV Events Corp. shall refund Sponsorship Fee payment previously paid, minus a share of costs and expenses incurred by ADV Events, in full satisfaction of all liabilities of ADV Events to Client. ADV Events Corp. reserves the right to cancel, rename or relocate the Event or change the Event Dates. If ADV Events Corp. elects to cancel the Event other than for a reason previously described in this paragraph, ADV Events Corp. shall refund to Client its entire Sponsorship Fee payment previously paid, in full satisfaction of all liabilities of ADV Events to Client.

6. Intellectual Property Rights.

a. Client hereby grants to ADV Events a limited, royalty free, non-exclusive revocable right to use the Client’s names, trade names, and trademarks as may be designated from time to time by the Client (“the Client Marks”) in the manner contemplated by this Agreement. The Client Marks, and all goodwill therein, shall remain the exclusive property of the Client, and any and all rights therein, including, but not limited to, all goodwill arising from the use by ADV Events of the Client Marks pursuant to the provisions of this Agreement will inure to the benefit of and be the exclusive property of the Client. ADV Events will at all times use the Client Marks solely for the purpose and in the manner described in this Agreement, or as may be further approved by the Client in writing from time to time. The Client Marks shall not be used in any manner other than as specifically set forth in this Agreement, and all uses of the Client Marks are subject to the preapproval of the Client in all respects, including without limitation with respect to the nature of the use and the size, design, duration and placement of the Client Marks, in writing prior to their final production and use and are subject to any third party approvals the Client deems necessary to obtain. All such materials that are not expressly approved by the Client in writing shall be deemed disapproved. The Client’s approval of any materials hereunder shall not abrogate ADV Events’s representations and warranties hereunder and shall not relieve ADV Events of its indemnification obligations hereunder. The Client Marks may only be used as and in the form created by or approved by the Client as provided hereunder and shall not be changed in any manner without the Client’s prior written consent. Wherever ADV Events uses the Client Marks as provided herein, it shall clearly and prominently indicate the Client’s ownership of the applicable the Client Marks in a form designated by the Client, or as such use is otherwise approved by the Client. ADV Events shall not be liable for any errors in any listing or descriptions or for omitting Client or any other Client from any directory or other lists or materials. ADV Events may also take photographs of Client’s guests and personnel during, before or after the open hours of the Event and use those photographs for any promotional purpose.

b. ADV Events hereby grants to the Client the limited, royalty free, non-exclusive right to use the ADV Events name, trade names, and trademarks (including, without limitation, the Event logos) as may be designated from time to time by ADV Events (the “ADV Events Marks”) in its advertising and promotional campaigns, in each case consistent with the uses contemplated by this Agreement; provided that the Client may not use any ADV Events Marks unless such use is specifically consented to in advance by ADV Events. ADV Events Marks, and all goodwill therein, shall remain the exclusive property of ADV Events, and any and all rights therein, including, but not limited to, all goodwill arising from the use by the Client of the ADV Events Marks pursuant to the provisions of this Agreement will inure to the benefit of and be the exclusive property of ADV Events. The Client will at all times use the ADV Events Marks solely for the purpose and in the manner described in this Agreement, or as may be approved by ADV Events in writing from time to time.

c. “Intellectual Property Rights” means all rights arising or protectable under the patent, trademark, copyright, trade secret, or similar laws of the United States or any foreign nation.

7. ADV Events Representations and Warranties. ADV Events represents and warrants to the Client that: (i) ADV Events has the full right, power and authority to enter into this Agreement; (ii) the execution, delivery and performance of this Agreement by ADV Events does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which ADV Events is a party or any judgment, order or decree to which ADV Events is subject and ADV Events is able to carry out the terms of this Agreement free of any other legal or contractual restrictions; (iii) ADV Events shall comply with all laws, ordinances, rules, regulations and orders applicable to the production of the Events and/or ADV Events’s performance hereunder; (iv) the use of any materials prepared by ADV Events in connection with its performance under this Agreement (other than by way of the incorporation of any the Client provided materials) will not violate the rights of any third party including, without limitation, copyrights, trademarks, patents, and other intellectual property rights of any third party; (v) it will ensure that its employees and agents comply with the terms of this Agreement, including (without limitation) the restrictions, limitations and obligations with respect to the use of the Client Marks; and (vi) ADV Events shall post any release the Client deems necessary at the Events and shall use best efforts to cooperate with the Client to obtain any releases the Client deems appropriate in connection with the Events.

8. Client Representations and Warranties. Client represents and warrants to ADV Events that: (i) the Client has the full right, power and authority to enter into this Agreement; (ii) the execution, delivery and performance of this Agreement by the Client does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Client is a party or any judgment, order or decree to which the Client is subject and the Client is able to carry out the terms of this Agreement free of any other legal or contractual restrictions; and (iii) the use of any materials prepared by the Client in connection with its performance under this Agreement (other than by way of the incorporation of any ADV Events provided materials) will not violate the rights of any third party including, without limitation, copyrights, trademarks, patents, and other intellectual property rights of any third party.

9. Insurance. During the Term, EACH PARTY shall maintain at its sole cost and expense the following “occurrence-type” of insurance (which shall, in addition to covering claims brought during the term of the Agreement, also cover claims brought after the term of the Agreement but within any applicable statute of limitations period):

a. Commercial General Liability (including contractual liability, personal and advertising injury and products and completed operations) with a minimum limit of one million dollars ($1,000,000 USD) per occurrence, and two million dollars ($2,000,000 USD) for bodily injury and property damage.

b. Workers Compensation Statutory (for all states of operation) including Employer’s Liability with limits of not less than one million dollars ($1,000,000 USD).

c. Commercial Auto Liability insurance for all owned, hired and non-owned vehicles (including any vehicles supplied by the Client to ADV Events hereunder) for bodily injury, including death, property damage and contractual liability for limits not less than five million ($1,000,000 USD) combined single limit; it being agreed that such policy will also cover medical payments, personal injury protection (where applicable), uninsured motorist and underinsured motorist and sudden and accidental pollution, including cost of clean-up.

d. The minimum limits required above may be satisfied through a combination of primary and umbrella liability policies, so long as total limits provided under those policies are not less than the stated limits required. The foregoing insurance shall not carry a deductible larger than fifty thousand ($50,000 USD) unless otherwise approved by the Client.

e. The Client shall provide to ADV Events with certificates evidencing such coverage including a Waiver of Subrogation in favor of ADV Events, and naming the ADV Events as an additional insured on all such policies (excluding Worker’s Compensation). Such policies will include as a term thereof that the policy will not be canceled, modified or refused for renewal without at least thirty (30) days prior written notice to the ADV Events. Client will deliver to the ADV Events promptly after execution of this Agreement, but in no event more than five (5) business days after execution, copies of all certificates of insurance. Upon any cancellation or adverse amendment of any insurance policy required under this Agreement, and prior to its effective date, Client will deliver replacement certificates of insurance to the ADV Events certifying the required types and amounts of insurance coverage set forth herein have been obtained. All insurance policies referred to above will be maintained with insurance companies that are rated A- or better by AM Best. ADV Events will not undertake any obligations hereunder on behalf of the Client at any time unless the policies of insurance are in effect. All insurance policies required to be maintained will be primary and will not require contribution from any coverage maintained by the Client and will not contain, without the Client’s prior written consent, any special or non-customary exclusions.

10. Indemnification. EACH PARTY shall indemnify, defend and hold harmless the OTHER PARTY and its parent, subsidiary and affiliated companies, distributors, agents, assigns and licensees and the respective shareholders, directors, officers, employees and agents of each of the foregoing (“the Indemnified Parties”) from and against any and all third party claims, actions, or demands asserted (each a “Claim”) arising out of: (i) any breach by the Party of any representation, warranty or covenant made, or obligation assumed, by ADV Events herein; (ii) the Events, including without limitation any Claim that any component thereof infringes upon or violates any copyright, trademark, or other intellectual property right or proprietary interest of any third party or defames or violate the rights of publicity or privacy or any other rights, and any and all losses, penalties, expenses or damages (including, without limitation, reasonable outside legal fees and expenses) (“Losses”) imposed on, incurred by or asserted against any of the Client Indemnified Parties in connection with any such Claim; (iii) damage to property or bodily injury, including death to any person, resulting from any act, error or omission by the Party, its employees, agents, or independent contractors, in connection with the Events; (iv) the negligence or willful misconduct of the Party or any of its employees or agents; (v) any agreements with third parties entered into by the Party in connection with the Event.

11. Independent Relationship of the Parties. The Parties are and will remain independent from each other and nothing in this Agreement shall be construed to create an employee/employer relationship between the Parties. ADV Events shall have full operational control of the Event and the Client shall be identified as a Client of said Events. Neither shall be construed as an agent or partner of the other.

12. Assumption of Risks; Releases. Client expressly assumes all risks associated with, resulting from or arising in connection with Client’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of Client, whether caused by negligence, intentional act, accident, act of God or otherwise. Client has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Neither ADV Events nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by or to Client. Neither ADV Events nor the Exhibit Facility shall be liable for, and Client hereby releases all of them from, and covenants not to sue any of them with respect to, any and all risks, losses, damages and liabilities whether described in this paragraph or not.

13. Limitation of Liability. Under no circumstances shall ADV Events or the Exhibit Facility be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not apprised of the possibility of any such lost profits or damages. In no event shall ADV Events’s maximum liability under any circumstance exceed the amount actually paid to ADV Events by Client for exhibit space rental pursuant to this contract. ADV Events makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.

14. Taxes and Licenses. Client shall be solely responsible for obtaining any licenses, permits or approvals under federal, state or local laws applicable to its activities at the Event. Client shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, royalties or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event. Client will not permit the delivery of merchandise at the Event Facility without the express permission of ADV Events Corp.

15. Observance of Laws. Client shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Event Facility (including any union labor work rules). Without limiting the foregoing, Client shall construct its exhibits to comply with the Americans with Disabilities Act.

16. Attendance Policies. ADV Events Corp. has sole control over attendance policies. Except as provided to the contrary in this contract, all monies paid by Client shall be deemed fully earned and non-refundable at the time of payment. Client shall conduct itself at all times in accordance with professionalism and normal standards of decorum and good taste. Any amendment to this contract must be in writing and signed by an authorized representative of ADV Events Corp. Client shall not assign this contract or any right or obligation hereunder. Client shall not sublet or license all or any portion of its exhibit space. By entering into this contract, Client and its affiliates explicitly consent to receive fax, telephone, e-mail, and other communications from ADV Events Corp. and its partners under 47 U.S.C. Code 227 and any other applicable regulations. The use of cameras and video cameras on the exhibit floor is strictly prohibited without the prior permission of ADV Events Corp.

17. Incorporation of Rules and Regulations. Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by ADV Events Corp. in its sole discretion. ADV Events Corp. may adopt rules or regulations from time-to-time governing such matters and may amend or revoke them at any time, upon notice to Client. Any rules and regulations are an integral part of this contract and are incorporated herein by reference. Client shall observe and abide by additional regulations made by ADV Events Corp. as soon as these additional rules or regulations are communicated to Client. This contract states the entire agreement of the parties with respect to the subject matter hereof.

18. Governing Law & Jurisdiction. This contract is governed by the laws of the State of California and Client hereby submits to the exclusive jurisdiction of the courts located in the San Diego County, California which shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Client waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in San Diego County, California.