2019 El Paso Black Expo Vendor Agreement
This Vendor Agreement, hereinafter referred to as “Agreement,” is entered into and made effective as of authorized date by and between Exhibitor and MOCHA Enterprises dba El Paso Black Expo (“EPBE”), a business organized under the laws of the state of Texas, having its principal place of business at the following address:
9434 Viscount Blvd, Suite 170F El Paso, TX 79925
Hereinafter, “Organizer” will refer to and be used to describe the following party: EPBE. “Vendor” will refer to and be used to describe the Exhibitor. Organizer and Vendor may be referred to individually as “Party” and collectively as the “Parties.”
WHEREAS, Organizer will be hosting an event entitled as follows: The El Paso Black Expo (the “Event”);
WHEREAS, Organizer is permitting certain vendors to sell at the Event;
WHEREAS, Vendor is a seller of certain goods and/or services, as discussed via the vendor information form, and would like to sell and/or feature goods/services at the Event;
NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agrees to comply with and perform each and all of the following obligations, including and in addition to those that have been set forth elsewhere:
Article 1 – SCOPE:
This Agreement sets forth the terms and conditions whereby Vendor will be permitted to sell certain goods and/or provide certain services at the Event, subject to the items listed herein. Organizer agrees to provide space for Vendor at the Event, which space shall be chosen in advance. Organizer agrees to provide the following minimum amount of square footage for Vendor: 10×10 booth.
Neither Party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Neither Party shall have the power to control the activities and operations of the other. The Parties’ status at all times will continue to be that of an independent contractor relationship.
- Upon receipt of a signed original copy of this Agreement and complete payment in full of the amount determined via Vendor information form, Organizer shall assign booth space to Vendor and tentatively reserve the space for Vendor in order of payments received and locations purchased.
- Organizer, may, at its discretion, assign, reassign, and/or reallocate space as deemed necessary or appropriate and useful.
- Organizer does not and cannot guarantee Vendor will receive income or certain amount of sales or leads.
- You agree to not sublet, appropriate, or assign any of your space to anyone.
- You agree to not bring in any prohibited items not allowed by the El Paso Convention Center or MOCHA Enterprises. This includes but is not limited to: alcoholic beverages or beverages or food of any kind, helium balloons,
- You agree to not allow anyone other than those listed to utilize your badge/s.
- You agree to not use common/public space for demonstration, promotion, advertising, or any other reason. All promotions must be done within your booth space.
- You agree not to utilize music of any kind without prior written consent of MOCHA Enterprises.
Article 2 – GOODS:
Vendor is engaged in the business of selling the goods or providing the services listed on the vendor information form.
The Goods or services listed are the only goods or services permitted to be sold at the Event.
Vendor hereby warrants that the Goods being sold are of the utmost quality and are safe and legal to be sold under all applicable state and federal laws; the same consideration for services provided, if applicable
Article 3 – DESCRIPTION OF EVENT:
The details of the Event are as follows:
Name of Event: The El Paso Black Expo
Description of Event:
The 2019 Inaugural El Paso Black Expo features local businesses showcasing products, services, and information. This weeklong event culminates with the official exhibitor expo at the El Paso Convention Center featuring workshops, pop-up shops, panel discussions, kids area, entertainment, and more.
Venue & Address of Event:
El Paso Convention
1 Civic Center Plaza
El Paso, Texas 79901
Date of Event: September 14th, 2019
Time of Event: 9AM – 4PM
Approximate Number of Attendees Expected: 1,500-3000
Article 4 – SETUP AND TAKEDOWN:
Vendor shall be permitted to set up any and all required facilities or items on the following date and time:
Date for Setup: September 13, 2019
Time for Setup: 6PM – 9PM
Vendor shall have all required facilities or items taken down by the following date and time:
Date for Takedown: September 14, 2019
Time for Takedown: 5PM – 6PM
Vendor booth must remain open during all hours of the event, or Vendor may incur a $175 fine which must be paid prior to leaving the event.
NO LATE SETUP OR TAKEDOWN
Article 5 – STAFF:
Vendor shall maintain adequate staff at Vendor’s own expense to ensure organizational flow at the Event. At least one booth attendant must be age 18 or older. Children under 13 must be accompanied by an adult at all times. Vendor will receive two (2) badges. Additional badges for staff may be purchased.
BADGES: VENDOR BADGES MUST BE WORN THROUGHOUT THE DURATION OF THE EVENT. VENDOR will be issued two badges. Additional badges are provided at an additional cost.
Article 6 – PAYMENT:
To be permitted to sell the Goods at the Event, Vendor shall pay Organizer the following fee:
$175 (one hundred seventy-five US dollars), as a fixed fee for vending at the Event unless other spaces or sponsorships have been selected.
Organizer will accept the following forms of payment:
Cashier’s Check, Money Order, PayPal, Local Business Checks
Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Vendor or Organizer shall be the sole and exclusive responsibility of each, respectively.
Article 7 – INSURANCE:
Vendor is responsible for maintaining adequate insurance as appropriate to Vendor’s Goods, Services and sales. Organizer will not provide additional insurance coverage and will not be responsible for any damage or loss.
Article 8 – CLEANING:
Vendor shall be responsible for maintaining the space provided by Organizer in a clean and orderly manner. Vendor shall be responsible for all trash removal at the close of the Event each day and at the close of the Event. If Vendor does not keep the space clean, Organizer may undertake the cleaning services and charge Vendor the amount needed.
Article 9 – NO RESPONSIBILITY FOR WATER, ELECTRIC:
Organizer is not responsible to provide Vendor any water, electric, sewage, telephone or other extra services. If Vendor utilizes these services, Vendor is solely and exclusively responsible for payment.
Article 10 – NO FIXTURES:
Vendor shall not be permitted to attach anything to the premises where the Event is being held, including signs or placards. Vendor may not put up any fixtures. Any items that Vendor would like to display must be temporary only.
Article 11 – GOODIE BAGS & GIVEAWAYS:
Vendors are encouraged to provide an item for giveaways during the expo. Your item must be received no later than September 9, 2019.
Article 12 – NO OUTSIDE FOOD:
Vendor is not permitted to bring any outside food or beverages into the Event. If Vendor desires, Vendor may purchase food and beverages from other vendors located inside the Event or the event Venue, whichever is available. Breakfast and Lunch items will be available at cost. Information pertaining to orders will be sent prior to the event if selected.
Article 13 – LIMITATION OF LIABILITY
Except in cases of death or personal injury caused by either party’s negligence, either party’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Vendor to the Organizer.
To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
Article 14 – COMPLIANCE WITH LAWS:
Vendor assumes all responsibility for compliance with all laws, ordinances, regulations, and codes authorized by local, state, and federal governing bodies, including, but not limited to safety, fire, environmental, and health laws, ordinances, and codes.
Vendor is responsible for collecting and reporting all sales tax, if applicable.
Vendors must be registered with the Comptroller’s office if applicable. Vendors are responsible for contacting the appropriate government entities to ensure they are in compliance with commerce codes and laws.
Article 15 – COPYRIGHTS, LICENSED AND PATENTED MATERIAL:
Vendor assumes all responsibility for the following, but not limited to, clearances or use of sound, images, videos, and materials. Vendor are solely responsibly for securing all rights and legal feels associated with use of any of the above.
Article 16 – ADVERTISING AND PROMOTION:
Organizer reserves the right to use Vendor’s name and likeness in any and all advertising, marketing and promotions, and visual aids relating to promotion the even. Vendor agrees to guarantee Organizer has the right to include them in such materials.
Article 17 – PHOTOS/VIDEOS/LIVE TAPING/NOISE:
Vendor are not allowed to take photos and videos of other exhibits unless given permission by Organizer and Exhibitor. Videos and Photos taken during the event may not be sold or available for any commercial or promotional means unless it is the display only of the vendor.
Vendor agrees to limit the level of noise coming from displays and their booths.
Article 18 – REFUNDS:
No Refunds will be permitted for any reason.
Article 19 – CANCELLATION:
Organizer retains the rights to cancel the event and/or exhibit with no liability to Vendor other than a refund of any paid fees, for any reason, beyond its control including, but not limited to civil unrest, acts of government or God, or Convention Center needs.
Article 20 – TERMINATION:
This Agreement shall terminate automatically at the close of the Event.
No on-going relationship between the Parties is contemplated. The Parties may decide, through an addendum to this Agreement, to expand the scope of this Agreement, but such expansion may only be in writing and with explicit terms.
Article 21 – INDEMNITY:
Vendor hereby agrees to indemnify Organizer, and all of Organizer’s agents, employees, and representatives against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Parties’ relationship under this Agreement or any transaction or matter connected with this Agreement. This clause shall not be read to provide indemnification for Organizer in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Organizer caused the damage, liability, or loss.
Article 22 – GENERAL PROVISIONS:
a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of Texas and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Texas. Venue will be in the following county: El Paso. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.
b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
d) AMENDMENTS: This Agreement may be amended by Organizer to allow for further rules and regulations for a safe event and submitted to vendor. Other amendments may be in writing signed by both parties.
e) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
f) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
h) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
i) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
j) FORCE MAJEURE: Vendor is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, such as supplier strikes or labor disputes.
k) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, air mail, or e-mail, to the address of the relevant Party set out at the head of this Agreement or other address as that Party may from time to time notify to the other Party in accordance with this clause.
Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).
In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.
By securing a vendor booth via submitting a payment, you aree to the terms listed above. To further secure your booth, you must sign your Vendor agreement form within 3 days of submitting payment. Failure to do so may result in loss of exhibition space/booth with no right to receive a refund of payments made.