1. BOOTH ASSIGNMENTS 
Contract and full payment must be received at the offices of OpenText Corporation (“OpenText”) by you (“Exhibitor”) before booth assignments will be made and/or confirmed. Assignments will be made on a first-come, first-served basis. OpenText shall attempt but is not obligated to separate Exhibitors from competitors when requested by the Exhibitor. Phone reservations are to be followed by an executed contract and full payment and do not on their own serve to complete registration until both are received by OpenText. OpenText reserves the right to change booth assignments, at its sole discretion. OpenText will be the sole source of space assignment and reserves the right to change booth assignments at its sole discretion.  

2. RENTAL FEES AND MATERIALS

2.1 Items Provided with Exhibits
Each booth exhibit will consist of the items outlined in the prospectus document as it relates to your exhibiting level. No credit will be given on unused items.

2.2 Exhibit, Material, Distribution and Soliciting
No pop up booths will be permitted. 
Exhibitors’ personnel, including demonstrators, hostesses and models are required to confine their activities within the Tabletop exhibit space. Attendants and models are to be dressed in business appropriate attire. Exhibitors may not display material of any nature that is in "bad taste" and or offensive or generally not in the best interests of OpenText, as determined by OpenText in its reasonable discretion. All demonstrations, posters/signs, literature and equipment are not permitted outside of the assigned space and must be confined to the Tabletop exhibit space. Any items placed outside of the assigned space will be discarded immediately, unless prior written consent has been provided by OpenText.

2.3 Character of Exhibits
OpenText reserves the right to determine the eligibility of any Exhibitor, company, product or service and reserves the right to limit, reject or remove any Exhibitor or product in whole or in part, or any booth attendant, model or representative for any breach of any term of the Terms and Conditions of this Agreement. Such breach may be with respect to, but is not limited to, printed material, equipment, signs, and objects of art, costumes, demonstrations and actions of booth attendants or models. Children under the age of 12 are not permitted on the show floor.

2.4 Co-Participation or Subletting of Booth
Exhibitor shall not permit any other corporation or firm or its representatives to use the space allotted to it, nor shall it display articles not manufactured or sold normally by it. Requests for co-participation by any other corporation or firm or its representatives in space assigned to the Exhibitor must be made in writing to OpenText, and is subject to the sole discretion of OpenText. If OpenText permits co-participation there will be an additional charge of $1,000.00 per day for each additional participant for each day of the particular conference or convention. Exhibitors shall not sublet space or assign this lease in whole or in part without the prior written consent of OpenText, which consent may be withheld at the sole discretion of OpenText.

3. PAYMENT AND CANCELLATION

3.1 Payment Schedule
Payment for package(s) contracted under this Agreement shall be as follows: Payment in full of the Total Package Fee no later than 30 days from receipt of OpenText invoice by Exhibitor. 

If payment is not received, as provided for above, OpenText Corporation may, terminate this agreement without notice or consider the Exhibitor last priority when assigning available space.  

3.2 Cancellation
Exhibitors may cancel this agreement by written notice to OpenText and to the attention of Allyson Towle.  Please email your cancellation to atowle@opentext.com. If such notice is received, by OpenText the following will apply:

• Any cancellations 30 days or more prior to the Event start date will incur a cancellation fee of 50% of the Total Package Fee.
• Any cancellations within 30 days of the Event start date will incur a cancellation fee of 100% of the Total Package Fee.

NOTE: Any fees incurred by OpenText on behalf of and at the direction of the Exhibitor as of the date OpenText receives Exhibitor’s notice of cancellation must be fully reimbursed by Exhibitor and are non-refundable.

3.3 Default Occupancy
Any Exhibitor failing to occupy space which has been contracted is not relieved of the obligation of paying for such space at the full Total Package Fee, and OpenText shall have the right to use such space as it sees fit to eliminate empty space in the Exhibit Hall, provided such space is not occupied by Exhibitor two hours before the official show opening.

4. INDEMNIFICATION AND LIMITATION OF LIABILITY

4.1 Indemnification
The Exhibitor, on behalf of its assigns, invitees, employees, agents and contractors of every tier, shall defend, indemnify, and hold harmless OpenText its related corporations and their respective directors, agents and employees, against all losses, claims, demands, actions, suits, judgments, liabilities, costs, expenses, damages, penalties or proceedings arising out of or in any way connected with the Exhibitor’s participation in the Event, its occupancy and use of the exhibition premises or any part thereof, including, but not limited to, the cost of repairing any damage to floors, walls, structures, and accessories.

4.2 Limitation of Liability
Other than providing space in accordance with the terms and conditions of this Agreement, OpenText disclaims any and all express and/or implied warranties and conditions of every kind pertaining in any way to the Event and Exhibitor’s participation in the Event, including without limitation, attendance or results of Exhibitor’s participation, whether express or implied by statute, common law, usage of trade, course of dealing, custom, or otherwise.

Notwithstanding (i) any provision in this Agreement, (ii) any and all breaches by OpenText of this Agreement (including fundamental breach), the termination by OpenText of this Agreement, and/or (iii) any obligation that OpenText may have in contract, tort, equity, at law, and/or otherwise, in no event shall OpenText be liable to Exhibitor and/or to any other party or parties for: (a) any indirect, incidental, special, consequential, aggravated, exemplary, and/or punitive damages; or (b) any lost sales, lost revenue, lost profits, lost data, or re-procurement amount; howsoever arising, even if OpenText has been advised of the possibility of such damages and/or losses arising and notwithstanding the failure of essential purpose of any remedy contained herein.

Notwithstanding any other provision of this Agreement, OpenText’s total, cumulative, and aggregate liability to Exhibitor arising under the provisions of this Agreement, for any and all breaches by OpenText of this Agreement (including fundamental breach), for the failure of essential purpose of any remedy contained herein, for any termination by OpenText of this Agreement, and/or for any other act, omission, or event related in any way to this Agreement, shall not exceed the total amount of fees received by OpenText from Exhibitor under this Agreement, whether OpenText’s liability is based in contract, tort, equity, at law, and/or upon any other theory of liability, howsoever arising. Exhibitor agrees that OpenText would not have entered into this Agreement without this Section being included herein.

4.3 Hold Harmless Clause
The Exhibitor assumes the entire responsibility and liability for losses, damages, and claims arising out of Exhibitor’s activities on the venue premises (“Venue”) and will indemnify, defend and hold harmless the Venue, its owner, and its management company, as well as their respective agents, servants, and employees from any and all such losses, damages, or claims.

5. Security and Insurance
All property of the Exhibitor will remain the sole responsibility of each Exhibitor, at its expense, for insurance coverage adequate to cover its liabilities under this Agreement.
All Exhibitors, their contractors, and/or suppliers working within the Venue, are required to carry liability and property insurance for their merchandise and displays. Each Exhibitor shall operate and maintain their display so that no injury will result to any person or property.

6. Protection of the Facility
Nothing shall be posted on or tacked, painted, nailed, screwed or otherwise attached to columns, walls, floors, or other parts of the Venue, conference, convention hall exhibit area, adjoining exhibitors or the official show contractor’s displays materials, without written permission from Venue management. Packing, unpacking and assembly of displays shall be done only in designated areas and in conformity with directions and requirements of the Venue, Exhibit Hall management, or their assistants. Any damage to property caused by an Exhibitor shall be the responsibility of that Exhibitor.

7. Installation and Dismantling
The specific requirements as to time for installation and dismantling of booths shall be supplied to each exhibitor. Such requirements shall be binding. All exhibits must be in place and set up by the time of the official opening of the Event. Space not occupied or set up by that time may be reassigned for other purposes. No exhibits shall be dismantled before the official closing time of the Event. 

8. Distribution of Printed Matter, Etc.
Neither Exhibitors nor non-exhibitors shall distribute to the conference or convention delegates printed matter, samples, souvenirs and the like, except from within their applicable rented Booth spaces. OpenText must approve the distribution of any such materials outside of the applicable rented Booth spaces.

9. Use of Logo
Exhibitor hereby grants OpenText the right to use Exhibitor’s name, logo, and other identifying marks in OpenText’s advertising and marketing materials related to the Exhibit Hall prior to the Event and for a period of one (1) year following the Event.

Logos must be provided to OpenText in .eps and jpg file and be suitable for publishing in print and any related event websites.

10. Agreement to Conditions
Each Exhibitor, its employees, agents, and subcontractors agree to abide by the terms and conditions of this Agreement, it being understood and agreed that the sole control of the Exhibit Hall rests with Exhibit Hall Management.

11. Amendments
OpenText and the Event organizers shall have sole authority to interpret and enforce all rules and regulations contained herein, and to make any amendments thereto and to make such further rules and regulations as shall be necessary for the orderly conduct of the Event.

12. Excusable Delay or Non-Performance
Neither party shall be liable for any damages sustained from delay or non-performance due to events beyond its reasonable control, which would prevent, postpone, interrupt, or require cancellation of the Event including without limitation, strikes or other labor disputes, weather, earthquakes, fires, floods, war, riots, civil disorder, pandemic restrictions, failure of power or utilities and government acts.