Vending Contract

All vendors must abide by PDC vending policies and the policies of The Venue. PDC reserves the right to remove any vendor that will not abide by the following policies.

• All vendors must complete the vending booth setup by start of session 1
• Vendor representative must attend the vendor booth at all times of operation from the beginning of the afternoon session on Thursday to the last session. No vendor should leave its vending area unattended for any period during operating hours of PDC.
• Should Vendor require a high-speed internet portal for payment processing machines or access to electrical outlets, Vendor shall inform PDC no later then 30 days prior to the beginning of PDC. Additional charges may apply.
• The vendor area will not be locked overnight, but there will be a periodic security walk-through of the area overnight. Any items of exceptional valuable should be removed at Vendor’s expense during the overnight hours for safekeeping and may be returned in the morning of the following session as the vendor area opens. PDC and The Venue are not responsible for any items lost or stolen during the event. No additional security will be provided by PDC and/or The Venue. Vendor may arrange for private security at its own expense.
• No take down may happen during the evening session on Saturday.
• Vendor will bear the liability for damage other than normal wear and tear to the vending area, any other real or personal property of The Venue caused by the act or omission of the Vendor’s agents, employees, members, attendees, contractors, volunteers, or performers. Any damage due to the Vendor’s usage will be recorded and repaired. Vendor will be billed at cost. Full payment is required within ten (10) days of the billing.
• The taping, tacking, or otherwise affixing of any materials to walls, floors or ceilings is not permitted. The removal or relocation of furniture and fixtures inside the suite is not permitted.
  Only a low adhesive tape is permitted on The Venue carpet. Gray duct tape, electrical tape and foam adhesive tapes are not permitted. The Venue attendant will be in the vending area during set-up and takedown to inspect the area. Vending area is subject to inspections throughout PDC by The Venue attendants.
• PDC must approve the hanging banners or signs in the vending area within The Venue facility. The rules regarding signage and easels are as follows:
  -Vendor signage and easels are not permitted in hotel lobbies, elevator banks, or in any hallways in the hotel. Vendor signage and easels are only permitted in the vending area.
  -PDC does not provide signage for Vendors. All signage must be professionally made and meet the requirements of PDC and The Venue management. PDC is not responsible for signage or promotional materials left inside or outside of vending area after take down.
  -Handwritten signs are not permitted.
  -Signs or banners may not be taped, stapled, nailed, tacked, or otherwise affixed to any Venue doors, walls, columns, or other parts of the building or furnishings. Nothing is to
  be placed against or leaned against any wall in the vending area. Signage or banners may not be attached to the air walls in the ballrooms at any time.
  -PDC reserves the right to refuse signage that does not meet the minimum requirements as set forth in these policies.
• Vendor should inform PDC of number of chairs, tables and table coverings required 30 days prior to beginning of PDC. Materials will be supplied based on The Venue’s availability and additional charges may apply if the materials need to be sourced from another site.
• Vendor may bring its own tables, chairs and set up materials providing all import, freight, and docking procedures are followed as necessary.
• Vendor will be responsible for all freight and delivery charges associated with products and materials delivered to The Venue.
• Nothing may be attached to the walls and all the setup of the vending booth has to be minimum 10 inches away from any wall.
• Vendor setup must be in compliance with fire marshal and fire emergency safety instructions. This includes keeping the hallway flow and not blocking traffic with stand-up signage.
• Vendor shall maintain, at its expense, as long as this Agreement is in effect, the following insurance coverage:
  o Workers’ Compensation Insurance in accordance with applicable law covering the Vendor’s employees;
  o Employers’ Liability Insurance;
  o Commercial General Liability Insurance including contractual liability, personal injury and property damage coverage with limits of liability of at least One Million Dollars
  ($1,000,000.00) in any one occurrence;
  o If Vendor is going to bring commercial vehicles on The Venue property, Comprehensive Automobile Liability Insurance insuring any owned, non-owned and hired vehicles to be
  used in and out of The Venue facilities in the amount of Two Million Dollars ($2,000,000.00) in any one occurrence.
  All insurance required hereunder shall be primary coverage regardless of any coverage maintained by PDC and/or The Venue for any covered event hereunder and shall be issued by companies authorized to do business in the State of Pennsylvania. Vendor will provide Certificates of Insurance evidencing such coverage to PDC within 20 days prior to the beginning of PDC. Vendor will include PDC and its affiliates, and their respective directors, managers, members, officers and employees as additional insured. Each policy shall provide that coverage afforded under the required policies will not be cancelled, changed or not renewed without at least thirty (30) days prior written notice to PDC.
  Vendor shall deliver such Certificates of Insurance to Philadelphia DanceSport Championships 430 Walkertown Road, Exton, Pennsylvania 19341.
  The consent of PDC to the insurance and limits insured, as shown herein, shall not be considered as a limitation of Vendor’s liability under this Agreement or an agreement by the PDC to assume liability in excess of said amounts or for risks not insured against.
• Vendors are responsible for processing their own state taxes on any sales made at PDC. PDC, The Venue, and/or its affiliates will not be responsible for any tax monitoring, collection, and payment to the State of Pennsylvania.
• Vendor shall not use any trademark, trade name or service mark owned or registered by or to PDC , The Venue or its affiliates without PDC’s prior written consent, which may be withheld in PDC’s sole discretion. The provisions of this Section shall survive the termination or cancellation of this Agreement.
• Any written notice required hereunder shall by deemed duly served if addressed to the applicable party at the address set forth on the cover page of this Agreement, and (i) deposited with the United States Postal Service as certified mail, return receipt requested, with proper postage prepaid, or (ii) deposited with FedEx or other reliable overnight courier for expedited delivery.
  Either party may change the address to which the notices may be sent by delivering a copy thereof to the other party in the manner aforesaid. If service shall be made by certified mail, such service shall be deemed completed as of the third day following the mailing of such notice in the manner aforesaid. If service shall be made by overnight courier, such service shall be deemed completed as of the next business day following the deposit with the overnight courier.
• Each party agrees to keep confidential or proprietary information (“Confidential Information”) that they may receive from the other party during the performance of this Agreement in confidence and shall not disclose such Confidential Information to any third party, except to its employees who need to know such information to perform their obligations hereunder.
  Confidential Information shall not include information that: (i) is in the public domain prior to execution of this Agreement or enters into the public domain after such execution without breach by any party of this Agreement; (ii) is independently developed by a party hereunder; or (iii) is required to be disclosed pursuant to court order (provided however, that the party subject to the court order shall promptly notify the other party of such court order, so that such other party can take legal measures to protect such disclosure). The provisions of this Section shall survive the termination or cancellation of this Agreement.
• Vendor shall indemnify, defend, save and hold harmless PDC, The Venue, its affiliates, and their directors, members, managers, officers, employees, and agents from and against any and all liabilities, losses, damages, costs, claims, awards, judgments, sanctions, expenses, including, but without limitation, reasonable attorneys’ fees and costs, resulting from or arising from any negligence or willful misconduct of Vendor directors, members, managers, officers, employees, agents, contractors or attendees, in connection with Vendor’s use of the PDC and The Venue guest rooms or vending area, Vendor’s breach of this Agreement or any of Vendor’s representations contained herein, or Vendor’s third party agreements, except to the extent arising from the gross negligence or willful misconduct of PDC, The Venue, its directors, officers, employees or agents in connection with this Agreement.
• PDC and The Venue shall indemnify, defend, save and hold harmless Vendor, its affiliates, and their directors, members, managers, officers, employees and agents, from and against any and all liabilities, losses, damages, costs, claims, awards, judgments, sanctions, expenses, including, but without limitation, reasonable attorneys’ fees and costs, resulting from or arising from any negligence or willful misconduct of PDC or The Venue, its officers, employees, agents, or contractors, except to the extent arising from the gross negligence or willful misconduct of the Vendor, its directors, members, managers, officers, employees or agents in connection with this Agreement. The provisions of this Section shall survive the termination or cancellation of this Agreement.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to conflicts of law principles. Vendor hereby submits to the non-exclusive jurisdiction and venue of the state and federal courts located in Philadelphia, Pennsylvania for any action arising out of or connected with this Agreement. In the event any action is commenced by either party against the other arising out of or connected with this Agreement, the prevailing party shall be awarded its costs and expenses incurred in such action, including without limitation reasonable attorney’s fees and costs.
• Either party may be excused from its obligation to perform under this Agreement in the event that acts of God, domestic war, government regulation, riots, (terrorism) disasters or strikes renders such performance objectively impossible or illegal. Under no circumstances shall an informational or a recognition picket line excuse a party from performance hereunder. The excused party is obligated to promptly resume performance in accordance with the terms of this Agreement after any such intervening cause ceases, to the extent possible. Notwithstanding the foregoing, in no event shall the payment of amounts due hereunder for services rendered be excused by such force majeure events.
• Vendor shall have no right to assign this Agreement without PDC’s prior written consent, which may be withheld in PDC’s sole discretion. Any attempted assignment in violation of this Section shall be void and without force and effect. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto and all persons claiming by, through or under them.
• This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, whether oral, written, electronic or otherwise, among the parties with respect to the subject matter hereof and thereof. This Agreement may not be amended except in a writing signed by the parties hereto.