Common use of LIABILITY AND INSURANCE Clause in Contracts

LIABILITY AND INSURANCE. All property of Exhibitor remains under its custody and control in transit to and from the exhibit hall and while it is in the confines of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractors, agents, officers, directors, employees or staff members are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss of use of, damage to, or loss of, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of Exhibitor.

LIABILITY AND INSURANCE. All property of Exhibitor remains under its custody Show Management, the Convention Center and control in transit to and from the exhibit hall and while it is in the confines of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractors, agents, their officers, directors, agents, employees or staff members are representatives (hereafter referred to as the indemnitees) shall not be responsible for (i) injury any injury, loss or damage that may occur to an attendee the Exhibitor, or exhibitor or an exhibitorto the Exhibitor’s employees or agents property, prior, during or (ii) loss of use ofsubsequent to the period covered by this agreement unless directly attributable to indemnitees’ gross negligence or willful misconduct. To the extent permitted by law the Exhibitor, damage toon signing this contract, or loss ofexpressly agrees to indemnify same against, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any all claims for such injury, loss of useloss, damage or lossinjury provided in every instance that Exhibitor is promptly notified in writing of such liability or claim and given full and complete authority, information and assistance, at Exhibitor’s expense, for the defense thereof, including any settlements or appeals related thereto. The Exhibitor also agrees to indemnify the indemnitees from any and all liability, costs or damages arising out of or relating to acts or omissions of the Exhibitor, its agents or employees including any security personnel hired directly by the Exhibitor pursuant to the procedures enumerated below. Exhibitors shall obtain and keep in force obtain, at their own expense, for the duration of move-inthe term of the installation and use of the exhibit premise, show days Comprehensive General Liability Insurance (CGL) in an amount, not less than one million dollars ($1,000,000.00), specifically naming BIO and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) Convention Center as additional insureds as their interests appear. Evidence of insurance shall be required made to BIO upon written request. Exhibitors also are recommended to obtain insurance policies covering the transporting of their booth materials, equipment, or both from their home base to the Exhibition and return. As a courtesy, watchman service will be contracted on a 24-hour basis for the duration of the Exhibition. Exhibitors desiring special security precautions should arrange for private guard service, if desired, or should make arrangements to have locked facilities available in their booth for the storage of display materials or products. In no event shall Show Management or any of its officers, directors, agents or employees be liable to Exhibitors for any amount beyond the booth rental fee actually paid by the Exhibitor Service Kit. Exhibitor shall provide to Show Management with such endorsement and waiver forms and certificate respect to which or in connection with which liability is asserted for any indirect, incidental, consequential or other damages (including but not limited to claims for lost profits) arising out of insurance covering or relating to an Exhibition event, the period rental of booth space, the conduct of Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’sManagement, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreementcontract, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of Exhibitoror any other act, omission or occurrence.

LIABILITY AND INSURANCE. All property Exhibitor agrees to protect, save, and keep XXXX, the hotel and exhibitor services organization forever harmless from any damage or charges imposed for violation of any law or ordinance, whether caused by the Exhibitor remains and its agents and employees or those holding under its custody the Exhibitor, as well as to strictly comply with the applicable terms and control conditions contained in transit to the agreement between the Hotel, Exhibitor Services organization and XXXX regarding the exhibition premises. And further, Exhibitor will at all times protect, indemnify, save and keep harmless XXXX, the Hotel and exhibitor services organization against and from any and all loss, cost, damage, liability, or expense arising from or out of, or by reason of, any accident or other occurrence to anyone or anything, including the exhibit hall and while it is in the confines of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractorsExhibitor, its agents, officersemployees and business entities, directors, employees which arises from or staff members are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss of use out of, damage to, or loss of, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of said Exhibitor's occupancy and use of the exhibition premises or part thereof. RESERVED RIGHTS OF THE ORGANIZER Decisions or actions of XXXX interpreting, amending, expanding or enforcing these Rules and Regulations, may occur from time to time at XXXX'x sole discretion and will be final and binding upon the Exhibitor. AMERICANS WITH DISABILITIES ACT (ADA) The hotel complies with the Americans with Disabilities Act. Exhibitors are asked to also comply with the Americans with Disabilities Act. XXXX PRIVATE PARTY POLICY XXXX meetings are conducted for the education and enlightenment of its members and guests. Registered exhibitors, vendors, suppliers, and other guest attendees who wish to sponsor activities and gatherings that involve conference attendees or their guest(s) in hospitality suites, conference rooms and at off-site venues must receive advanced approval by XXXX. Non- hosted parties, demonstrations, or gatherings are not permitted during any such injuryofficial programming hours or activities. Exhibitors who wish to sponsor activities and gatherings must be registered as an exhibitor and have at least one registered exhibitor. XXXX, loss its Executive Director and Board members, do not assume responsibility or liability for attendees or guests who attend non- sponsored programs. By means of useprudent recommendation only, damage XXXX suggests that all non-XXXX sponsored programs conclude at or lossbefore 12:00 AM midnight. The XXXX annual education conference is for XXXX-related activities and/or distribution of materials for use by XXXX members. Attendees including Exhibitors are not permitted to distribute surveys or other non- XXXX-related materials during the XXXX conference with or without hotel staff assistance and without prior written approval of XXXX. Exhibitor shall obtain demos that contribute to attendees in a professional way must be arranged through XXXX. Hospitality room, food, beverage, signage, audio/visual needs and keep in force payment arrangements will be arranged directly with the hotel. Sessions must be scheduled before or after scheduled XXXX conference sessions. XXXX is not responsible for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period location of the Show (as well as move-in hospitality room. Each Exhibitor is responsible for researching the location of its hospitality room and move-out) and which names proximity to the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required conference rooms reserved by the XXXX. XXXX is not responsible for directional signs to Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of Exhibitorhospitality rooms.

LIABILITY AND INSURANCE. All property of Exhibitor remains under solely responsible and shall assume all liability for any and all damage to property or the exposition facility. Exhibitor remains solely responsible for the safety of its custody and control in property at all times during transit to and from the exhibit hall Exhibitor Showcase and while it is in within the confines of the exhibit hallShowcase. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractorsManagement, agentsits directors, officers, directorsemployees, employees or staff members are subcontractors, agents and representatives (hereinafter “Show Management Parties”) shall not be responsible for (i) Exhibitor’s property or any loss thereto from any cause. EXHIBITOR XXXXXX XXXXXX AND RELEASES ANY CLAIM OR DEMAND IT MAY HAVE NOW OR IN THE FUTURE AGAINST ANY OF THE SHOW MANAGEMENT PARTIES FOR BY REASON OF ANY DAMAGE TO OR LOSS OF ANY OF EXHIBITOR’S PROPERTY, INCLUDING WITHOUT LIMITATION ANY DAMAGE OR LOSS CAUSED BY THE NEGLIGENCE OR OTHER ACT OR OMISSION OF ANY OF THE SHOW MANAGEMENT PARTIES OR CAUSED BY ANY OTHER EXHIBITOR AT THE SHOWCASE. Exhibitor agrees that it will indemnify and hold the Show Management Parties and Inland Marine Expo harmless from and against all claims on account of injury to any person or property to the extent that may occur any such injury was caused wholly or in part by an act or omission of Exhibitor or any of its agents, employees, subcontractors, guests, licensees or invitees. This indemnification by Exhibitor is effective unless such injury was caused solely by the gross negligence or willful misconduct of any of the Show Management Parties. Exhibitor agrees that if Show Management is made a party to an attendee any litigation commenced by or exhibitor or an exhibitor’s employees or agents or (ii) loss of use of, damage toagainst Exhibitor, or loss ofrelating to this contract of the Exposition, the property of exhibitorsthen EXHIBITOR WILL PAY ALL COSTS AND EXPENSES, whether due INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY OR IMPOSED UPON ANY OF THE SHOW MANAGEMENT PARTIES BY REASON OF SUCH LITIGATION. Exhibitors are required to theft, damage by fire, accident, vandalism or any other cause, maintain and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall able to provide Show Management with such endorsement and waiver forms and a certificate of insurance covering evidencing the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of Exhibitor.following:

LIABILITY AND INSURANCE. All property of Exhibitor the exhibitor remains under its custody and control in transit to and from the exhibit Exhibition hall and while it is in the confines of the exhibit Exhibition hall. Neither Show Management nor Management, its service contractors, the management of the exhibit hall Venue nor any of either’s service contractorstheir respective officers, agentsemployees, officerstrustees, directors, employees contractors or staff members representatives are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss the safety of use of, damage to, or loss of, the property of exhibitors, whether due to exhibitor from theft, damage by fire, accident, vandalism or any other causecauses, and Exhibitor the exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, damage to or loss of useany property of the exhibitor. General perimeter security will be provided by XXXXXX for the Exhibition period, but XXXXXX and the guard service provide no representation or assurance with respect to the security of exhibitor property and will not be responsible or liable for any damage or lossloss of any exhibitor property by or for any cause whatsoever. Exhibitor shall obtain maintain and keep in force for force, during the duration term of move-inthe installation, show days Exhibition and move-outmove- out dates, such Worker’s Compensation and Employer’s Liability insurance meeting the requirements of the state where the Show is held, and policies of Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as Insurance. Said insurance shall be required in the Exhibitor Service Kitan amount not less than $1,000,000. Combined Single Limit for personal injury and property damage. Exhibitor shall provide hereby waives any and every claim which arises, or may arise, in its favor and against Show Management with and/or the Venue, and each of their respective employees, officers, directors, trustees and agents, for any and all loss or damage covered by exhibitor’s insurance policies, to the extent that such endorsement and waiver forms and certificate of loss or damage is covered under such insurance covering policies. Exhibitor agrees to provide to Show Management prior to the period start of the Show (or at any time upon Show Management’s request), a certificate of insurance that certifies the coverages, limits, and entities insured as well as move-set forth in these Rules and move-out) Regulations. Exhibitor acknowledges that neither Show Management nor the Venue maintain insurance covering exhibitor’s property and which names that it is the Association sole responsibility of Woodworking & Furnishings Suppliers exhibitor, at its expense, to obtain business interruption and property damage insurance insuring any losses by exhibitor. Show Management shall not be liable to exhibitor in excess of the Las Vegas Convention & Visitors Authority (“LVCVA”) consideration paid by exhibitor, exclusive of deposit, for breaches of contract or tortious conduct by Show Management, its agents, representatives and contractors, or for acts or omissions of the general public or of any agents, representatives, or contractors of the Venue. Show Management’s representatives and contractors shall not be liable for failure to perform their obligations under the Exhibit Contract due to Force Majeure Events. Each exhibitor is required to carry insurance, for its own protection and entirely at its expense, in a minimum amount of $1,000,000 single limit bodily injury and broad form property damage coverage, naming SAAGNY and Tradeshow Logic, and their respective employees and agents, as additional insured’sinsureds, as shall be required effective during the period of exhibitor’s activity under the Exhibit Contract. Any policy providing such insurance must contain an express waiver by the Exhibitor Service Kit. The deadline for all such exhibitor’s insurance as well as samples company of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation as to recover any claims against Show Management and their respective officers, directors, trustees, agents and employees. Neither Show Management, the Venue nor their respective employees/agents and other related or affiliated companies will insure exhibitor’s property or assume responsibility or liability for any theft, damage or loss against AWFS and (by any cause) of property of the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed exhibitor, its agents or employees, nor for any injury that may occur to limit the liability of Exhibitorexhibitor, its agents or employees.

LIABILITY AND INSURANCE. All property of Exhibitor remains under solely responsible for the safety of its custody and control in property at all times during transit to and from the exhibit hall Exhibitor Showcase and while it is in within the confines of the exhibit hallShowcase. Neither Show Management Management, its directors, officers, employees, agents, subcontractors nor the management of the exhibit hall nor any of either’s service contractors, agents, officers, directors, employees or staff members Exhibitor Showcase (hereinafter “Show Management”) are responsible for (i) Exhibitor’s property or any loss thereto from any cause. EXHIBITOR HEREBY WAIVES AND RELEASES ANY CLAIM OR DEMAND IT MAY HAVE AGAINST ANY OF THE SHOW MANAGEMENT BY REASON OF ANY DAMAGE TO OR LOSS OF ANY OF ITS PROPERTY. Exhibitor agrees that it will indemnify and hold Show Management and IMX harmless from and against all claims on account of injury to any person or property to the extent that may occur to any such injury was caused wholly or in part by an attendee act or exhibitor omission of Exhibitor or an exhibitor’s employees any of its agents, employees, subcontractors, guests, licensees or agents or (ii) loss invitees. This indemnification of use of, damage toShow Management by Exhibitor is effective unless such injury was caused by the sole negligence, or loss of, the property gross negligence or willful misconduct of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or lossShow Management. Exhibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide agrees that if Show Management with such endorsement is made a party to any litigation commenced by or against Exhibitor, or relating to this lease or the premises leased hereunder, then EXHIBITOR WILL PAY ALL COSTS AND EXPENSES, including reasonable attorneys’ fees, INCURRED BY OR IMPOSED UPON SHOW MANAGEMENT BY REASON OF SUCH LITIGATION. Exhibitors are required to maintain and waiver forms and be able to provide a certificate of insurance covering evidencing the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of Exhibitor.following:

LIABILITY AND INSURANCE. All property of Exhibitor remains under solely responsible for the safety of its custody and control in property at all times during transit to and from the exhibit hall Exhibitor Showcase and while it is in within the confines of the exhibit hallShowcase. Neither UCFTI Expo, LACC nor Show Management nor the Management, its directors, officers, employees, volunteers, agents, subcontractors or management of the exhibit hall nor any of either’s service contractors, agents, officers, directors, employees or staff members Exhibitor Showcase (hereinafter "Show Management") are responsible for (i) Exhibitor's property or any loss thereto from any cause. EXHIBITOR HEREBY WAIVES AND RELEASES ANY CLAIM OR DEMAND IT MAY HAVE AGAINST ANY OF THE SHOW MANAGEMENT BY REASON OF ANY DAMAGE TO OR LOSS OF ANY OF ITS PROPERTY. Exhibitor agrees that it will indemnify and hold Show Management, UCFTI EXPO & LACC harmless from and against all claims on account of injury to any person or property to the extent that may occur to any such injury was caused wholly or in part by an attendee act or exhibitor omission of Exhibitor or an exhibitor’s employees any of its agents, employees, volunteers, subcontractors, guests, licensees or agents or (ii) loss invitees. This Indemnification of use ofShow Management, damage toUCFTI EXPO & LACC by Exhibitor is effective unless such injury was caused by the sole negligence, or loss ofgross negligence or willful misconduct of Show Management, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or lossUCFTI EXPO & LACC. Exhibitor shall obtain agrees that if Show Management, UCFTI EXPO & LACC are made a party to any litigation commenced by or against Exhibitor, or relating to this lease or the premises leased hereunder, then EXHIBITOR WILL PAY ALL COSTS AND EXPENSES, including reasonable attorneys' fees, INCURRED BY OR IMPOSED UPON SHOW MANAGEMENT, UCFTI EXPO & LACC BY REASON OF SUCH LITIGATION. Exhibitors are required to maintain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and a certificate of insurance covering evidencing the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of Exhibitor.following:

LIABILITY AND INSURANCE. All property of Exhibitor remains under solely responsible for the safety of its custody and control in property at all times during transit to and from the exhibit hall Exhibitor Showcase and while it is in within the confines of the exhibit hallShowcase. Neither Show Management nor the Management, its directors, officers, employees, agents, subcontractors or management of the exhibit hall nor any of either’s service contractors, agents, officers, directors, employees or staff members Exhibitor Showcase (hereinaFer “Show Management”) are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitorExhibitor’s employees or agents or (ii) loss of use of, damage to, or loss of, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other loss thereto from any cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its boothEXHIBITOR HEREBY WAIVES AND RELEASES ANY CLAIM OR DEMAND IT MAY HAVE AGAINST ANY OF THE SHOW MANAGEMENT BY REASON OF ANY DAMAGE TO OR LOSS OF ANY OF ITS PROPERTY. Exhibitor agrees that it will indemnify and hold Show Management and IMX harmless from and against all claims on account of injury to waive any person or property to the right extent that any such injury was caused wholly or in part by an act or omission of subrogation Exhibitor or any of its agents, employees, subcontractors, guests, licensees or invitees. This indemnification of Show Management by Exhibitor is effective unless such injury was caused by the sole negligence, or gross negligence or willful misconduct of Show Management. Exhibitor agrees that if Show Management is made a party to recover loss any litigation commenced by or against AWFS Exhibitor, or relating to this lease or the premises leased hereunder, then EXHIBITOR WILL PAY ALL COSTS AND EXPENSES, including reasonable attorneys’ fees, INCURRED BY OR IMPOSED UPON SHOW MANAGEMENT BY REASON OF SUCH LITIGATION. Exhibitors are required to maintain and be able to provide a certificate of insurance evidencing the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of Exhibitor.following:

LIABILITY AND INSURANCE. All The Exhibitor has the sole and complete liability and responsibility for all software programs, data, equipment, brochures, materials, exhibits, and other property of the Exhibitor remains under its custody at all times. Visual Learning Systems, Inc. assumes no liability whatsoever for loss or damage, through any cause, of goods, hand-carried items, exhibits, or other materials owned, rented, or leased by the Exhibitor. If property insurance is desired, it must be secured by the Exhibitor. Exhibitor will, to the extent allowed by law, defend and control in transit to indemnify Visual Learning Systems, Inc. against, and hold them harmless from, any and all complaints, suits, or liabilities whatsoever resulting from the exhibit hall and while it is Exhibitor’s use of display space including, but not limited to, personal injury or loss or damage to equipment, materials, or exhibit. Each Exhibitor must have in the confines of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractors, agents, officers, directors, employees or staff members are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss of use place a general liability insurance policy of, or be legally self-insured for, at least one million dollars ($1,000,000) per occurrence, which names Visual Learning Systems, Inc. as an additional insured. Exhibitor will, with their return application, supply a written certificate from Exhibitor’s insurance company so stating. In addition, Exhibitor shall have Workers’ Compensation Insurance, if required under applicable law. Exhibitor waives any and every claim and right of subrogation that arises, or may arise, in their favor during the Agreement period for any and all loss of, or damage to, any of its property, if the loss or loss damage is covered under valid collectible fire and/or extended coverage insurance policies. This waiver is in addition to, and not in limitation of, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim waiver or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its boothrelease. Exhibitor agrees to waive provide written notice of the right terms of this waiver of subrogation to recover loss against AWFS its insurance company from whom they are procuring fire and insurance policies. Exhibitor also agrees to immediately provide written notice to their insurance company instructing, if necessary, to properly endorse the LVCVA sustained under Exhibitor’s fire and insurance contracts. Nothing in policy so as to prevent the invalidation of their policy due to this section shall be construed to limit the liability wavier of Exhibitorsubrogation.

LIABILITY AND INSURANCE. All property of Exhibitor Ex hibitor remains under its custody and control in transit to and from the exhibit ex hibit hall and while it is in the confines of the exhibit ex hibit hall. Neither Show Management nor the management of the exhibit ex hibit hall nor any of either’s service contractors, agents, officers, directors, employees or staff members are responsible for (i) injury that may occur to an attendee or exhibitor ex hibitor or an exhibitorex hibitor’s employees or agents or (ii) loss of use of, damage to, or loss of, the property of exhibitorsex hibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly Ex hibitor ex pressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor Ex hibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Ex hibitor Service Kit. Exhibitor Ex hibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (““ LVCVA”” ) as additional insured’s, as shall be required by the Exhibitor Ex hibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Ex hibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor Ex hibitor will not be allowed to set up its booth. Exhibitor Ex hibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under ExhibitorEx hibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of ExhibitorEx hibitor.

LIABILITY AND INSURANCE. All The Exhibitor has the sole, complete, and exclusive liability and responsibility for all software programs, data, equipment, brochures, materials, exhibits, and other property (Show Materials) of the Exhibitor, its employees, contractors, or agents at all times. Show Management is not liable for damage including, but not limited to, theft, poor packaging, or negligence. Show Management assumes no liability whatever for loss or damage through any cause, of goods, hand-carried items, exhibits, or other materials owned, rented, or leased by the Exhibitor. If property insurance is desired, it must be secured by the Exhibitor. Exhibitor remains under its custody will, to the extent allowed by law, defend and control in transit to indemnify Show Management against, and hold them harmless from, any and all complaints, suits, or liabilities whatsoever resulting from the exhibit hall Exhibitor's use of display space including, but not limited to, personal injury or loss or damage to equipment, materials, or exhibit. Each Exhibitor must have in place a general liability insurance policy of, or be legally self insured, for at least one million dollars ($1,000,000) per occurrence, which names Environmental Systems Research Institute, and while it is in the confines other member of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractorsif required, agents, officers, directors, employees or staff members are responsible for (i) injury that may occur to as an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss of use of, damage to, or loss of, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other causeadditional insured, and Exhibitor expressly waives will, with their return application, supply a written certificate from Exhibitor's insurance company so stating and releases any claim or demand it may have against any of them by reason of any such injurymeeting requirements as provided on event web page. In addition, loss of use, damage or loss. Exhibitor shall obtain and keep have Worker's Compensation Insurance, if required under applicable law. EXHIBITOR WAIVES ANY AND EVERY CLAIM AND RIGHT OF SUBROGATION THAT ARISES, OR MAY ARISE, IN THEIR FAVOR DURING THE AGREEMENT PERIOD FOR ANY AND ALL LOSS OF, OR DAMAGE TO, ANY OF ITS PROPERTY IF THE LOSS OR DAMAGE IS COVERED UNDER VALID COLLECTIBLE FIRE AND/OR EXTENDED COVERAGE INSURANCE POLICIES. This waiver is in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreementaddition to, and Exhibitor will not be allowed to set up its boothin limitation of, any other waiver or release. Exhibitor agrees to waive provide written notice of the right terms of this waiver of subrogation to recover loss against AWFS its insurance company from whom they are procuring fire and insurance policies. Exhibitor also agrees to immediately provide written notice to their insurance company instructing, if necessary, to properly endorse the LVCVA sustained under Exhibitor’s fire and insurance contracts. Nothing in policy so as to prevent the invalidation of their policy due to this section shall be construed to limit the liability waiver of Exhibitorsubrogation.

LIABILITY AND INSURANCE. All property of Exhibitor remains under its custody and control in transit to and from the exhibit hall and while it is in the confines of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractorsTenant shall, agentsat Tenant's expense, officers, directors, employees or staff members are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss of use of, damage to, or loss of, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor shall obtain ----------------------- and keep in force for during the duration term of move-inthis Lease a policy of comprehensive general liability insurance, show days including personal injury liability, contractual liability, and move-outcompleted operations liability (if applicable), such Commercial General Liabilityinsuring Landlord and Tenant against any liability arising out of the use, Commercial Auto Liability and Workers ‘Compensation Insurance policies (occupancy or maintenance of the Premises. Such insurance shall be in the forms amount of not less than One Million and no/100ths Dollars ($1,000,000.00) for bodily injury and property damage for any one accident or occurrence. Fire and casualty insurance with extended coverage in an amount of not less than Fifty Thousand and no/100ths Dollars ($50,000.00) covering Tenant's personal property and equipment shall also be obtained and kept in force during the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate term of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kitthis Lease at Tenant's expense. The deadline for all limit of any of such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will shall not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of ExhibitorTenant hereunder. If Tenant fails to procure and maintain such insurance Landlord may, after ten (10) days notice and opportunity to cure, but shall not be required to, procure and maintain the same, at Tenant's expense to be reimbursed by Tenant as Additional Rent within ten (10) days of written demand. All insurance required to be obtained by Tenant hereunder shall be issued by companies reasonably acceptable to Landlord. Thirty (30) days prior to the Lease Commencement Date, Tenant shall deliver to Landlord certificates of liability insurance required herein with loss payable clauses satisfactory to Landlord. Any deductible under such insurance policy in excess of Ten Thousand and no/100ths Dollars ($10,000.00) must be approved by Landlord in writing prior to issuance of such policy. No policy shall be cancelable, allowed to lapse and/or expire and/or be subject to reduction of coverage except upon thirty (30) days prior written notice to Landlord. All such policies shall name Landlord as named insureds and Tenant's casualty policies shall be written as primary policies not contributing with and not in excess of coverage which Landlord may carry. The policy limits set forth herein shall be subject to periodic review, and Landlord reserves the right to require that Tenant increase the liability coverage limits if, in the reasonable opinion of Landlord, the coverage becomes inadequate and is less than commonly maintained by tenants making similar uses of similar buildings in the vicinity of the Building. Tenant shall obtain any revised or increased coverage required by Landlord within sixty (60) days of any such notification from Landlord.

LIABILITY AND INSURANCE. All property of Exhibitor remains under its custody The Lessee, to the fullest extent permitted by law, shall indemnify, defend and control in transit to hold the Lessor and from the exhibit hall and while it is in the confines of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractorsLessor's directors, officers, , members, mortgagees, industrial development agencies, agents, officers, directors, representatives and employees or staff members are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss of use of, damage to, or loss of, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, harmless and Exhibitor expressly waives free from and releases any claim or demand it may have against any and all claims, losses, costs, liabilities, penalties, damages, expenses, causes of them action and/or judgments, including, without limitation, penalties, fines and reasonable attorney's fees (collectively, "Damages"), in connection with or arising from or by reason of (a) the use or occupancy or manner of use or occupancy of the Demised Premises by lessee or any person occupying the Demised Premises, (b) any injury or damage to any person or persons or property including, without limitation, the Lessee, its servants, agents and employees, from any cause or causes whatsoever, or (c) any occurrence on the Premises from any cause whatsoever, including leakage and environmental contamination, while in, upon or in any way connected with the Demised Premises or its appurtenances. The foregoing indemnity does not include Damages to the extent such injuryDamages are caused by the negligence or willful misconduct of Lessor. This indemnification shall survive the termination or expiration of this Lease for any reason whatsoever. Except as described in this Lease or as a result of Lessor's failure to fulfill its maintenance and repairs obligations under Paragraph 11 of this Lease, the Lessor shall not be liable for any loss or damage occasioned by failure to keep said Demised Premises in repair and free from refuse, obnoxious odors, vermin or other foreign matter; the bursting, leaking, running or clogging of usethe pipes or fixtures; any malfunction, damage bursting, leaking, running or lossclogging of any heating or air conditioning equipment, cistern, tank, sprinkler system, boiler, wash stand, closet or wastepipe; accidental discharge of the sprinkler; water, snow, ice or other foreign matter being upon or coming through the roof, trapdoors, doors, windows or otherwise; acts of negligence of guests, invitees and employees of the Lessee or other occupants of the Demised Premises; acts of negligence of any owners or occupants of adjacent or contiguous property or their employees; acts of God; acts of negligence of any persons not in the employ of the Lessor. Exhibitor The Lessee shall obtain take out and keep in force for during the duration Term of move-inthe Lease hereof, show days and move-outat the Lessee's expense, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits public liability and other specifics) as insurance in companies acceptable to the Lessor to protect against any liability to the public, whether to persons or property, incident to the use of said Demised Premises or resulting from accident occurring in or about said Demised Premises or the areas immediately adjacent thereto, which insurance shall be required in an amount not less than $2,000,000 combined single limit per occurrence. The Lessee shall also take out and keep in force during the Exhibitor Service KitTerm of the Lease, at the Lessee's expense, insurance protecting Lessee against damage to any of its property at the Demised Premises, an employer liability and automobile liability policy in an amount not less than $1,000,000 combined limit and a New York State statutory worker's compensation insurance policy. Exhibitor The Lessee shall provide Show Management with cause every insurer to agree by endorsement upon the policy or policies issued by it, or by independent instrument furnished to the Lessor, that such endorsement insurer will give the Lessor, Lessor's mortgage and waiver forms and certificate the Town of Bethlehem Industrial Development Agency ten (10) days' written notice at the addresses given to Lessee before the policies in question shall be altered or canceled. Certified copies of said policies or certificates of insurance covering naming the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers Lessor, Lessor's mortgagee and the Las Vegas Convention & Visitors Authority (“LVCVA”) Town of Bethlehem Industrial Development Agency as additional insured’s, as insured shall be required by furnished at the Exhibitor Service Kit. The deadline for all such insurance as well as samples time of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this AgreementLease inception, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section except that there shall be construed to limit the liability of Exhibitor.no additional insureds on the

LIABILITY AND INSURANCE. All property The Supplier shall be liable for and shall indemnify the Purchaser against all actions, suits, claims, demands, damages, costs, charges, losses and expenses arising out of Exhibitor remains under its custody or in any way caused by any defect in the Goods and/ or Services or packaging or by the Supplier’s negligence or breach of contract or statutory duty limited to the sum of ten million pounds (£10,000,000) or such higher limit as detailed on the face of the Purchase Order. Unless stated on the face of the Purchase Order that professional indemnity insurance is not required the Supplier shall maintain professional indemnity insurance with a well established insurance office or underwriter of repute for an insured sum of not less than 10 million pounds (£10,000,000) or such limit as detailed on the face of the Purchase Order for any one occurrence in respect of any negligence, omission or default on the Supplier’s part in the performance of it’s obligations and control in transit to and maintain the insurance for a period of 12 years or such period as detailed on the face of the Purchase Order from the exhibit hall date of completion. Policies and while it is receipts shall be made available to the Purchaser for inspection upon request. The Supplier shall comply with all conditions and obligations of such insurance and shall immediately inform the Purchaser if such insurance ceases to be maintained or ceases to be available generally in the confines market of the exhibit hallSupplier at commercially reasonable rates and on reasonable terms. Neither Show Management nor The Purchaser and the management Supplier shall discuss the best means of protecting the Purchaser’s interests and the Supplier shall if requested by the Purchaser take out such insurance with such a limit of indemnity as is available generally in the market of the exhibit hall nor Supplier at commercially reasonable rates and on reasonable terms. The Purchaser’s maximum total liability for all contractual and non-contractual claims arising out of this Contract shall be limited to the total sum paid by the Purchaser to the Supplier with respect to this Contract. The Purchaser shall not be liable to the Supplier for any of either’s service contractors, agents, officers, directors, employees indirect or staff members are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) consequential loss of use of, damage to, or loss of: revenue or profit, the property of exhibitorsincome, whether due to theft, damage by fire, accident, vandalism business or any other cause, and Exhibitor expressly waives and releases any claim opportunities or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the required documentation for the various insurance coverages required will be considered a breach of this Agreement, and Exhibitor will not be allowed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contractsanticipated savings. Nothing in this section Contract shall be construed to exclude or limit the liability of Exhibitoreither party in respect of (and no liability for the same shall be taken into account in determining whether any limits of liability have been reached or exceeded) death or injury caused by the parties negligence.

LIABILITY AND INSURANCE. All DEALER will indemnify, save and hold BMO harmless in respect to all existing or future loss, costs, charges, expenses, liabilities, claims, demands, penalties, damages, suits, actions and causes of action of every nature and kind whatsoever, including strict liability in tort or civil responsibility (“Claims”) sustained or suffered by BMO, or for which BMO may become liable, resulting from or arising out of, (a) BMO’s lawful exercise or performance of its rights or obligations under this Agreement; (b) any default of this Agreement; (c) any personal injury or property of Exhibitor remains under its custody and control in transit to and from the exhibit hall and while it is in the confines damage or other commercial loss arising out of the exhibit hall. Neither Show Management nor the management of the exhibit hall nor any of either’s service contractors, agents, officers, directors, employees sale or staff members are responsible for (i) injury that may occur to an attendee or exhibitor or an exhibitor’s employees or agents or (ii) loss of use delivery of, damage toor the installation, ownership, use, operation, maintenance, condition, return, removal and redelivery of, Financed Inventory; (d) all Claims and defences asserted by any buyer of Financed Inventory relating to the condition of, or loss ofany representations regarding, the property of exhibitors, whether due to theft, damage by fire, accident, vandalism or any other cause, and Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason of any such injury, loss of use, damage or loss. Exhibitor shall obtain and keep in force for the duration of move-in, show days and move-out, such Commercial General Liability, Commercial Auto Liability and Workers ‘Compensation Insurance policies (in the forms and with the limits and other specifics) as shall be required in the Exhibitor Service Kit. Exhibitor shall provide Show Management with such endorsement and waiver forms and certificate of insurance covering the period of the Show (as well as move-in and move-out) and which names the Association of Woodworking & Furnishings Suppliers and the Las Vegas Convention & Visitors Authority (“LVCVA”) as additional insured’s, as shall be required by the Exhibitor Service Kit. The deadline for all such insurance as well as samples of required documents will be contained in the Exhibitor Service Kit. Failure to provide any of the Financed Inventory; and (e) any personal injury or property damage or other commercial loss arising out of or incurred in the course of the business activities carried on by DEALER. DEALER assumes all risk of physical loss or damage to the Collateral and will provide and maintain insurance evidencing fire, extended coverage perils, vandalism and malicious mischief and theft insurance in an amount not less than the full insurable value of the Collateral plus such other insurance as BMO may specify from time to time, all in form and amount and with insurers satisfactory to BMO. Such insurance will include a loss payable clause showing DEALER and BMO as loss payees, as their interest may appear. DEALER will furnish to BMO certificates evidencing the insurance coverage required documentation for herein which certificates will require ten (10) days' prior written notice to BMO of cancellation. If DEALER does not secure any or all of the various insurance coverages required will to be considered a breach carried hereunder, BMO may, but is not obligated to, purchase such insurance, the cost of this Agreement, and Exhibitor will not which must be allowed reimbursed to set up its booth. Exhibitor agrees to waive the right of subrogation to recover loss against AWFS and the LVCVA sustained under Exhibitor’s insurance contracts. Nothing in this section shall be construed to limit the liability of ExhibitorBMO by DEALER on demand.