The following conditions are part of the Participation Agreement made through the signing of this “Standard Application and Contract Form”, as though fully incorporated therein, and each participant, hereinafter referred to as “Delegate”, is bound by each and every one thereof. MSTA CANADA, hereinafter referred to as “Management”, undertakes within the framework of the offer submitted to carry out the project described in Trade Mission sales package, on the condition that the requisite number of Delegates apply.
1. Delegate’s insurance: Delegates must obtain insurance protection for all third party risks and to ensure that Management and their respective Personnel are named as insured’s in the insurance policy covering the Delegate’s participation. The minimum insurance protection which Delegates are required to obtain or provide in respect of their participation in The Mission is the higher of: a) the existing third party insurance of the Delegate, or b) an amount not less than one million Canadian dollars ($1,000,000) for any one accident or occurrence. Delegate also agrees to take responsibility for all costs for additional transportation and lodging expenses not expressly covered as stated in The Mission sales package. Delegate agrees to any additional shipping, duties, and handling of all its goods and materials, and the removal of said material from the locations visited during The Mission.
2. Liability: The Delegate, their contractors, and their respective personnel and delegates participate in The Mission at their own risk. The Delegate agrees that the Management will not be liable to the Delegate for any claims, losses, suits, damages, judgments, expenses, costs or charges of any kind made or brought against the Delegate resulting from its occupancy of the space contracted herein for by reason of personal injuries, death, property damages or any other cause sustained by any persons or others. This will include, but not limited to, loss or damage to displays or goods belonging to the Delegate and respective personnel whether resulting from fire, storms, acts of God, air conditioning or heating failure, theft, pilferage, mysterious disappearance, bomb threats or other causes. The Delegate agrees that Management shall not be responsible in the event of any errors or omissions in the listings of any official directory and in any promotional material. The Delegate also agrees that Management will not be liable to the Delegate for any claims against the Delegate or for any damages, costs and expenses, including, without limitation, attorney’s fees and amounts paid in settlement, incurred by the Delegate in connection with such claims against the Delegate arising out of the acts or negligence of Delegate, his agents, respective personnel and delegates.
3. Delegate Cancellation: Because Management bases its irrevocable commitment of the Delegate’s participation by signing the Stand Application and Contract Form, the Delegate is committed to paying 100% of the Total Participation Fee to Management regardless of written notice from Delegate to cancel participation. If a formal cancellation is made, the following guidelines will apply: (a) Written notification of the intention to cancel received by Management will result in a refund of 80% of the Contract Price but ONLY if the space can be resold. Management will endeavour to resell the space on behalf of the Delegate. (b) The cancellation fees are considered to be liquidated damages for the injuries Management will suffer as a result of Delegate’s cancellation. The Delegate acknowledges that damages for breach of this contract are difficult to ascertain at the time of this contract’s formation and moreover, the Delegate also acknowledges that its withdrawal or reduction from its reserved space at a time when other entities would be interested in occupying it will cause Management to sustain damages. In such situations the Management’s damages will be significant, but not precisely calculable. This provision for liquidated and agreed upon damages is not a penalty and therefore the provision for liquidated damages is valid. Any cancellation subsequent to Management’s receipt of this signed Contract will entail a cancellation fee.
4. Event Cancellation: In the event of cancellation of The Mission or any part thereof for any reason whatsoever, Management shall not be under any liability whatsoever for any expenditure, loss or liability, incurred by Delegates, and Management shall be entitled to retain all sums paid by Delegates or such part thereof as the Management, in its absolute discretion, considers necessary to cover Managements expenses incurred with The Mission. The amount (if any) of any sums not retained by Management as necessary to cover Management’s expenses will be refunded to Delegates.
5. Force Majeure: In the event of fire, war, inclement weather, public calamity, force majeure or other reasons beyond Management’s control preventing all that is indispensable to the staging of The Mission, Management may decide at any time to cancel all applications for The Mission already filed while notifying the Delegates of this decision in writing. Whatever the reasons of such cancellation, the Delegates are not entitled to any compensation or indemnity. Funds remaining after payment of all cost will be distributed among Delegates proportionately to the amounts paid by them. It is herein expressly agreed that Delegates shall have no rights of preferring claims against Management on any ground or for any reasons whatsoever.
6. Intellectual Property: Delegate affirms that, to the best of its knowledge, it has the legal authority for its use of any intellectual property associated with any product or promotional material that it will display, offer, or otherwise use in its exhibit during The Mission and that it will not knowingly infringe the intellectual property rights of another party.