EXHIBITOR CONTRACT/APPLICATION                                           MGMA-ACMPE 2013 Spring ConferencesThis Exhibitor ...
Spring Conference Exhibit FeesExhibit fee for each conference is $2,750 per 10’x10’ booth space. An early bird discounted ...
INVOICE INFORMATIONExhibitor agrees to pay the fees associated for each of the contracted Conference(s).FM-PC Booth Amount...
EXHIBIT A – TERMS AND CONDITIONS     I.    BENEFITSSubstitution for Unavailable Benefits. Notwithstanding anything contain...
(b) Exhibitor agrees to provide MGMA-ACMPE a graphical file image of Exhibitor’s logo in the format requested byMGMA-ACMPE...
15. Reservation of Publicity/Media Rights and Approval of Exhibitor Marketing. MGMA-ACMPE retains all rights ofpublicity i...
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MGMA 2013 Anesthesia Administration Assembly (AAA) Conference


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MGMA 2013 Anesthesia Administration Assembly (AAA) Conference

  1. 1. EXHIBITOR CONTRACT/APPLICATION MGMA-ACMPE 2013 Spring ConferencesThis Exhibitor Contract and Application is entered into as of the _______ day of ____________________, 201___ by and between MGMA-ACMPE, a Colorado nonprofit corporation, and ______________________________________________________, a___________________________ [corporation/other entity] (“Exhibitor”). MGMA-ACMPE is producing conferences in the spring of 2013 asindicated below. MGMA-ACMPE desires to rent booths in the exhibit halls to exhibitors. Exhibitor desires to exhibit Exhibitor’s products at theconference (the “Conference”). MGMA-ACMPE and Exhibitor agree as follows: FINAL CONTRACTUntil accepted by MGMA-ACMPE, this Contract shall constitute only an application to exhibit by Exhibitor, which application may be accepted ordeclined by MGMA-ACMPE at its sole discretion. MGMA-ACMPE’s acceptance of Exhibitor’s application shall be evidenced by its signaturebelow, at which time this Contract shall become binding. If Exhibitor’s application is declined, any money submitted to MGMA-ACMPE willpromptly be refunded. EXHIBITOR INFORMATIONExhibit contact person to whom confirmation and additional information and notices should be sentCompany Name ______________________________________________________________________________________Contact Name _______________________________________________________________________________________Title _______________________________________________________________________________________________Telephone _____________________________________ E-mail _______________________________________________Note: The contact person listed will receive instructions on how to make your booth requests. The contact person will also receive the ExhibitorService Kit. Please check box if government agency.For listing in attendee materialsCompany Name ______________________________________________________________________________________Website URL ________________________________________________________________________________________Address ____________________________________________________________________________________________City, state, ZIP _______________________________________________________________________________________Contact Name _______________________________________________________________________________________Title ________________________________________________________________________________________________Telephone __________________________________ E-mail ___________________________________________________ EXHIBITOR DESCRIPTIONPlease email a typed product or exhibit description to busdevelop@mgma.com, subject to MGMA-ACMPE’s approval. MGMA-ACMPE has astrict 50-word limit for descriptions and may edit descriptions in its discretion for use in MGMA-ACMPE’s Attendee Conference materials ifcontracted and description is received by the onsite materials deadline. If we do not receive a new description, existing descriptions on file withMGMA-ACMPE will be used if available.MGMA-ACMPE –1– 2013 Spring Conference Exhibitor Application
  2. 2. Spring Conference Exhibit FeesExhibit fee for each conference is $2,750 per 10’x10’ booth space. An early bird discounted rate of $2,500 applies per 10’x10’ booth space ifcontracted by Aug. 15, 2012. Gold Affiliates, Platinum affiliates, and AdminiServe Partners receive a 20% discount on exhibit space. CorporateAffiliates receive a 10% discount on exhibit space. NO exhibitor will be admitted to the Conference(s) unless payment has been received in full. _____ My company is interested in becoming an affiliate and receiving discounts on exhibiting. Please send me an application.Exhibitor hereby submits its application to rent the following space from MGMA-ACMPE:MGMA 2013 Financial Management and Payer Contracting (FMPC) Conference · Feb. 24-26, 2013 in Phoenix_____ Exhibit Space _____10’x 10’ _____10’x 20’____ Conference Exposure Package ($2,000 plus the exhibit fee – a $500 savings) Marketing Insert: Included in conference materials supplied to all attendees. Exhibit Hall Game Card: Your logo and booth number indicated as a mandatory stopMGMA 2013 Anesthesia Administration Assembly (AAA) Conference · Apr. 14-16, 2013 in Miami_____ Exhibit Space _____10’x 10’ _____10’x 20’____ Conference Exposure Package ($2,000 plus the exhibit fee – a $500 savings) Marketing Insert: Included in conference materials supplied to all attendees. Exhibit Hall Game Card: Your logo and booth number indicated as a mandatory stopMGMA 2013 Spring Specialties Programs · Apr. 21-23, 2013 in Chicago_____ Exhibit Space _____10’x 10’ _____10’x 20’ Specialty area: (select only 1 location for the shared exhibit hall) ______Obstetrics & Gynecology Program ______Patient Centered Medical Home/Primary Care Program _______Oncology & Hematology Program ______General area for all specialties____ Conference Exposure Package ($2,000 plus the exhibit fee – a $500 savings) Marketing Insert: Included in conference materials supplied to all attendees. Exhibit Hall Game Card: Your logo and booth number indicated as a mandatory stopExhibitor desires not to be located adjacent to (i.e., competitor)________________________________________________________While MGMA-ACMPE will use commercially reasonable efforts not to locate Exhibitor next to the foregoing exhibitors, Exhibitor acknowledges that MGMA-ACMPE makes no guarantee as toExhibitor’s placement at the Conference(s). BENEFITSIn consideration for paying the appropriate fee and fulfilling its obligation hereunder, Exhibitor will receive the following benefits: Exhibit space during the entire Conference that includes booth space and access to MGMA conference attendees Booth space will include a 6’ skirted table, 2 chairs, a wastebasket, identification sign, carpet and drape. Admission for two of Exhibitor’s representatives to all educational sessions and social functions upon completion of the online badge request form Recognition on the mgma.com website showing support of the Conference Recognition in the Conference onsite materials (if contracted by the onsite materials deadline) Pre-conference direct mail list of attendees Additional benefits available if contracted by the appropriate deadlines.Note: Exhibitor representatives requesting continuing education units for the Conference must be fully registered and appear on the attendeeroster. CANCELLATIONExhibitor may cancel this Contract or may reduce its number of exhibit booths under this Contract using the MGMA-ACMPE cancellation formaddressed to: MGMA-ACMPE, Attn: Business Development, 104 Inverness Terrace East, Englewood, CO 80112-5306. If such notice isproperly sent to MGMA-ACMPE 70 days prior to the Conference, Exhibitor shall receive a refund of any monies paid, less a 25% cancellationfee. If such notice is properly sent to MGMA-ACMPE less than 69 days but more than 50 days before the Conference, Exhibitor shall receive arefund of any monies paid, less a 50% cancellation fee. If such notice is sent to MGMA-ACMPE less than 49 days before the Conference,Exhibitor shall not receive any refunds and will owe any exhibit fees not yet paid. Under all circumstances, MGMA-ACMPE reserves the right toresell any exhibit space cancelled by an Exhibitor.MGMA-ACMPE –2– 2013 Spring Conference Exhibitor Application
  3. 3. INVOICE INFORMATIONExhibitor agrees to pay the fees associated for each of the contracted Conference(s).FM-PC Booth Amount $_________ + FM-PC Exposure Package Amount $_________ +AAA Booth Amount $__________ + AAA Exposure Package Amount +Spring Specialty Booth Amount $_________ + Spring Specialty Exposure Package Amount $_________ Total Amount Due: $______________Please email my invoice to: _________________________________________________________________________________________Billing Address: __________________________________________________________________________________________________City: ___________________________________________________ State: ______________ Zip: ______________________________Special Billing Requests: __________________________________________________________________________________________If Exhibitor’s application is declined, any money submitted to MGMA-ACMPE will be promptly refunded and Exhibitor’s credit card will not becharged. To receive early discount rates, payment in full must be received by August 15, 2012. Payment in full must be received prior to theConference start.Exhibitor agrees to comply with all display and exhibition requirements and restrictions imposed by MGMA-ACMPE or the facility in which theConference is to be held, including but not limited to the Exhibit Rules and Regulations set forth in Exhibit A, which are incorporated herein byreference. Exhibitor agrees that MGMA-ACMPE has the authority to interpret and enforce such rules and regulations and the power to makesuch amendments and/or further rules and regulations, orally or in writing, as MGMA-ACMPE considers necessary for the proper conduct of theConference and that such decisions shall be binding on Exhibitor.Accepted and Agreed To:EXHIBITOR MGMA-ACMPEName: _______________________________________________ Name:Title: ________________________________________________ Title:Signature: ____________________________________________ Signature:Date: ________________________________________________ Date:MGMA-ACMPE –3– 2013 Spring Conference Exhibitor Application
  4. 4. EXHIBIT A – TERMS AND CONDITIONS I. BENEFITSSubstitution for Unavailable Benefits. Notwithstanding anything contained in this Contract or the exhibits hereto the contrary, due tocircumstances beyond the reasonable control of MGMA-ACMPE, it may become impossible or impracticable for MGMA-ACMPE toprovide one or more Benefits called for hereunder. With respect to any unavailable Benefits, MGMA-ACMPE may provide, in lieu ofsuch unavailable Benefit, a substitute Benefit having value not materially less than that of the unavailable Benefit. II. TERMS & DEFINITIONS1. Application and Definitions. These Terms and Conditions apply to and are made a part of the Exhibitor Application/Contract(“Contract”) entered into by MGMA-ACMPE and the Exhibitor named therein.2. Limitations on Exhibitor’s Rights. The rights granted to Exhibitor are subject to the following limitations and conditions: (a) Exhibitor is granted no rights hereunder to use the names, slogans, service marks, trademarks, trade names, or logos ofMGMA-ACMPE for any purpose, in connection with the Conference or otherwise. The rights granted to Exhibitor herein do notconstitute and may not be used to imply the endorsement of Exhibitor’s products or services. (b) The rights granted hereby are personal to Exhibitor, and may not be assigned, subleased, or otherwise transferred byExhibitor. Exhibitor may not permit in its exhibit space any products or representatives of non-exhibiting companies. (c) Exhibitor will comply with all applicable laws, rules, regulations, codes, and licensing requirements of governmentalauthorities, all rules, regulations, and codes of the local Police and Fire Departments at the location of the Annual Conference, allapplicable fire, utility and building codes, all rules and regulations relating to booth installation and dismantling, all policies andcriteria of MGMA-ACMPE or the Conference Facility which are applicable to Exhibitor or its activities, including but not limited tothe antitrust guidelines adopted by MGMA-ACMPE, available on the MGMA Web site.3. Postponement, Cancellation, and Rescheduling. In the event that the Conference is postponed or rescheduled in whole or inpart, for any reason, including but not limited to force majeure, the obligations of the parties to perform hereunder shall be delayed totake into account such postponement or rescheduling. In the event that the Conference is cancelled in its entirety, for any reason,including but not limited to force majeure, as Exhibitor’s exclusive remedy, MGMA-ACMPE will endeavor to refund all Exhibit Feespaid by Exhibitor, also taking into consideration funds expended that are not recoverable by MGMA-ACMPE. Cancellation orsubstitution of a particular session or program will not be deemed a cancellation hereunder.4. Accreditation Requirements. Exhibitor will comply with the standards established by the Accreditation Council on ContinuingMedical Education (“ACCME”) for commercial support of continuing medical education if CME credit is available to Conferenceattendees.5. License to MGMA-ACMPE. Exhibitor hereby grants MGMA-ACMPE a limited, revocable, non-exclusive license during theterm of this Contract to use, reproduce, prepare derivative works based upon, distribute, perform and display any marketing inserts,other artwork or promotional materials, or descriptions of Exhibitor or its business to be provided by Exhibitor hereunder(“Promotional Materials”) and Exhibitor’s name, acronym, logo, trademarks or service marks (collectively, the "Exhibitor Marks") inconnection with Exhibitor’s participation in the Conference, including any publicity originated from MGMA-ACMPE regarding theConference. The Exhibitor Marks and Promotional Materials shall remain at all times the sole and exclusive property of Exhibitor,and any use thereof by MGMA-ACMPE shall create no rights for MGMA-ACMPE therein. Notwithstanding the foregoing, if thisContract terminates prior to the conclusion of the Conference, MGMA-ACMPE may distribute any printed media produced inconnection with the Conference that use the Exhibitor Marks or Promotional Materials.6. Exhibitor Warranties. Exhibitor represents and warrants that (a) it has the full right and authority to enter into this Contract andto grant the licenses provided herein; (b) it has not previously granted any rights adverse to or inconsistent with the rights granted toMGMA-ACMPE herein; (c) the Exhibitor Marks and Promotional Materials do not and will not violate or infringe upon any patent,copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party; (d) at thetime any Promotional Materials are to run or be placed in any MGMA-ACMPE publication or be otherwise distributed by MGMA-ACMPE, all required consents or releases will have been obtained; and (e) no music, literary or artistic work will be performed by theExhibitor unless the written permission of the copyright holder has been obtained and any licensing fees owed to third parties are paidby the Exhibitor.7. Exhibitor Permits & Licenses. Exhibitor will be responsible for obtaining any permits and licenses required to be admitted to theConference venue. If the required permits and licenses have not been obtained, any penalties and/or fines levied by such entities asthe Conference venue, MGMA-ACMPE, the city, county, or state will be the sole responsibility of the Exhibitor.8. Approvals and Formatting. (a) The form, content and presentation of the Promotional Materials which are not produced by MGMA-ACMPE aresubject to advance written approval by MGMA-ACMPE. Exhibitor shall prepare and provide, at Exhibitor’s expense, such materialsto MGMA-ACMPE for its prior written approval, in each case as instructed by MGMA-ACMPE in order to provide reasonable noticeand adequate opportunity to review (and revise if necessary) prior to the first date on which such material is to be made public.MGMA-ACMPE shall have the right to withdraw its approval if any such uses depart materially from previously approvedsubmissions. MGMA-ACMPE shall have the right to approve and request alterations of all such materials, at any time, whether priorto or following any use thereof by MGMA-ACMPE.MGMA-ACMPE –4– 2013 Spring Conference Exhibitor Application
  5. 5. (b) Exhibitor agrees to provide MGMA-ACMPE a graphical file image of Exhibitor’s logo in the format requested byMGMA-ACMPE and otherwise according to MGMA-ACMPE’s specifications. (c) The specific placement and appearance of any Promotional Materials and Exhibitor Marks shall be determined byMGMA-ACMPE in its sole discretion. Exhibitor shall be responsible for any additional costs incurred by MGMA-ACMPE resultingfrom the failure of any materials or inserts furnished to MGMA-ACMPE to meet MGMA-ACMPE’s specifications or the failure todeliver the Promotional Materials in a timely manner. Promotional Materials or samples provided by Exhibitor to MGMA-ACMPEwill not be returned. Exhibitor assumes all risk of loss and costs in connection with submissions. (d) MGMA-ACMPE will prepare all official signs for the Conference (i.e. in the exhibit booths, the registration area,reception areas or the session areas). Signs and other Benefits which reference Exhibitor will include Exhibitor’s name, but not itslogo or any stylized design unless otherwise determined by MGMA-ACMPE. MGMA-ACMPE will determine the form and mannerin which Exhibitor will be recognized on such signs and in any Benefits and/or promotional materials of any kind associated with theConference. (e) MGMA-ACMPE shall use commercially reasonable efforts to include Exhibitor’s Promotional Materials in suchBenefits as are designated in the Contract, but is not responsible for any non-material, inadvertent failure to include Exhibitor’sPromotional Materials in a non-material portion of such Benefits or for the content of any Promotional Materials, including any errorsor omissions contained therein or the production quality thereof.9. Additional Internet Provisions. (a) Exhibitor acknowledges that the Internet is not an error-free network, that transmissions made thereon may not becompleted or may contain errors or omissions, and that the Internet, or portions thereof, including MGMA-ACMPE’s Exhibitordisplay page, may become inaccessible or inoperable, in whole or in part, at any time, and that MGMA-ACMPE shall not beresponsible for any loss or damage to Exhibitor resulting from any such failure. (b) Notwithstanding anything in this Contract to the contrary, MGMA-ACMPE shall have the right to immediately ceasethe operation of the MGMA-ACMPE Web site or the transmission of any electronic communications specified in the Contract, if suchtransmission could reasonably be deemed to expose MGMA-ACMPE to a risk of liability from any third party.10. Disclaimer. While MGMA-ACMPE desires that the Conference be successful for Exhibitor, MGMA-ACMPE specificallydisclaims any warranty with respect to success or results for Exhibitor.11. Limitation of Liability. EXHIBITOR AGREES THAT IN NO EVENT SHALL MGMA-ACMPE’S LIABILITYHEREUNDER EXCEED THE AMOUNT OF THE EXHIBIT FEE ACTUALLY PAID BY EXHIBITOR. IN NO EVENT SHALLMGMA-ACMPE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGESOF ANY NATURE, INCLUDING LOST INCOME, PROFIT OR SAVINGS, OR INCIDENTAL OR CONSEQUENTIALDAMAGES OF ANY NATURE.12. Release and Indemnification. Exhibitor releases, waives and discharges any claim, demand or cause of action that Exhibitor, itsofficers, directors, employees, agents or guests (“Releasors”) may have against MGMA-ACMPE, its directors, officers, employees,agents, general service contractors, members or volunteers (“Releasees”) for any liability, loss, damage, claim or cause of action ofany kind arising out of Releasors’ participation in or exhibition at the Conference, or the actions or activities of Releasors or any thirdparties involved in the Conference (including other Exhibitors), whether caused by the negligence of Releasees or otherwise.Exhibitor agrees to indemnify, defend and hold Releasees harmless from any loss, damage, claim, or cause of action of any kind(including reasonable attorneys’ fees and costs), arising out of (i) Exhibitor’s products, services, Promotional Materials, (ii) thedisplay or publication of any Exhibitor information (including Exhibitor’s Marks or Promotional Materials) in connection with theConference, in MGMA-ACMPE publications (electronic or print), on MGMA-ACMPE’s Web Site, or elsewhere, (iii) Exhibitor’sperformance or failure to perform under this Contract or breach of any warranty, representation or covenant made by Exhibitor in thisContract, or (iv) Exhibitor’s participation in and operation of exhibit space at, the Conference. This indemnification obligation shallsurvive the termination of this Contract.13. Risk of Loss/Insurance. Exhibitor acknowledges and agrees that neither MGMA-ACMPE nor the Conference Facility carriesinsurance for or will be responsible for loss of or damage to Exhibitor’s property. Exhibitor shall obtain such insurance on its propertyand for its liability as it elects. Exhibitors are required to obtain workers compensation insurance for their employees. In addition,Exhibitor shall obtain and maintain at its own expense a standard Commercial General Liability Policy with a combined policy limitof at least $2 million, which policy shall (i) provide coverage for injury or death to persons and damage to property in connection withthe Conference, and (ii) list MGMA-ACMPE and the Conference Facility as additional insureds. Such coverage shall be on an“occurrence” as opposed to “claims made” basis and shall cover the entire time period during which Exhibitor is present on or has anyproperty at the Conference Facility. Exhibitor shall provide MGMA-ACMPE with such evidence of coverage as may be requested.Exhibitor hereby releases, waives and discharges any claim, demand, or cause of action that Releasors may have against Releasees orthe Conference Facility for any loss, damage, claim or cause of action of any kind covered under Exhibitor’s insurance policies orcoverable under the insurance policy required hereunder and agrees to take any other action necessary to waive the right ofsubrogation by its insurer to recover any loss sustained under Exhibitor’s insurance contract. Exhibitor will not engage in or permitany illegal, dangerous or hazardous activity or create any illegal, dangerous or hazardous condition such as might conflict with theconditions of any insurance policy of the Conference Facility or MGMA-ACMPE or in any way increase any rate of insurance uponthe Conference Facility or any property kept there.14. Default. If Exhibitor violates any of the terms of the Contract, including but not limited to these Terms and Conditions or theRules and Regulations, MGMA-ACMPE may take such actions as it deems appropriate in its sole discretion, including but not limitedto terminating the Contract and exercising any remedies it may have hereunder or under applicable law. If Exhibitor has defaultedunder the Contract, MGMA-ACMPE will not be liable for refunds of any Exhibit Fees paid by Exhibitor.MGMA-ACMPE –5– 2013 Spring Conference Exhibitor Application
  6. 6. 15. Reservation of Publicity/Media Rights and Approval of Exhibitor Marketing. MGMA-ACMPE retains all rights ofpublicity in connection with the Conference. Exhibitor shall not originate any communication or promotional item whatsoever thatreferences MGMA-ACMPE or the Conference without MGMA-ACMPE’s prior written consent.17. Term and Termination. Except as otherwise provided herein, the term of this Contract shall extend through the completion ofthe Conference. To the extent that this Contract contemplates (whether or not specified) that a party shall perform an obligation afterexpiration or termination of this Contract, such obligation and all provisions of this Contract relating thereto shall survive thetermination of this Contract. In the event that MGMA-ACMPE determines, in its sole discretion, for any reason and at any time, thatExhibitor should not be an Exhibitor at the Conference, MGMA-ACMPE may terminate this Contract unilaterally by giving Exhibitornotice of such termination and a refund of Exhibit Fees paid by Exhibitor, and MGMA-ACMPE shall have no further liabilityhereunder. Notwithstanding the foregoing, termination of this Contract due to a default by Exhibitor will be addressed pursuant toSection 13. Fees paid by Exhibitor hereunder are not transferable to any other conference, event, product or service offered byMGMA-ACMPE.18. Dispute Resolution. The parties shall endeavor in good faith to resolve any disputes that may arise regarding this Contract. Ifthe parties cannot so agree among themselves, in addition to their respective rights hereunder, either party may initially submit theirdispute to confidential mediation by a mutually acceptable third party in the Denver, Colorado metropolitan business community. Ifthey cannot agree on such a person within five (5) business days after the written request for mediation is given by an allegedlyaggrieved party to the other party, or, within thirty (30) business days following engagement of a mediator, then any party may submitall disputes arising from this Contract to confidential binding arbitration in Arapahoe County, Colorado pursuant to the commercialarbitration rules of the CPR International Institute for Conflict Prevention & Resolution then in force, or pursuant to such other rulesor procedures to which the parties may agree. Each party shall bear its own costs with respect to any mediation proceedings. In theevent of any such arbitration proceedings between the parties hereto, the prevailing party in such proceeding shall be awarded, inaddition to the amount of any judgment or other award entered therein, the costs and expenses, including reasonable attorneys’ fees,incurred by the prevailing party in such arbitration proceedings. Notwithstanding the foregoing, either party shall have the right to suein court with respect to disputes relating to issues of proprietary rights, including but not limited to intellectual property. Thisprovision shall survive termination of the Contract.19. Miscellaneous. The Contract, these Terms and Conditions, and the Rules and Regulations, constitute the entire agreementbetween Exhibitor and MGMA-ACMPE and supersedes all prior agreements and understandings relating thereto, including but notlimited to any MGMA-ACMPE marketing materials. This Contract may be amended only by a writing signed by Exhibitor andMGMA-ACMPE. This Contract shall be governed by the laws of the State of Colorado, without giving effect to principles of conflictof laws. The relationship of Exhibitor and MGMA-ACMPE hereunder shall be solely that of independent contractors. Except asotherwise provided herein, all notices and other communications provided for hereunder shall be in writing and shall be deemedeffective only if and when sent via telefacsimile (with a completed confirmation), delivered by hand, sent by mail, postage prepaid,delivered by overnight courier service, addressed to the parties at the addresses set forth in this Contract, or delivered by e-mail tobusdevelop@mgma.com. No failure of any party to give notice of or seek a remedy for any violation of this Contract or to insist onstrict performance hereunder shall reduce, impair, or affect such party’s rights to later seek such remedy or insist on such performancewith respect to the same or other violations or failure, regardless of such party’s knowledge or lack of knowledge thereof. ThisContract may be executed by facsimile signature and in counterparts.MGMA-ACMPE –6– 2013 Spring Conference Exhibitor Application