ATLANTA WINE & JAZZ FESTIVAL LLC, herein called AWJ, Company Exhibiting
herein called Exhibitor, agree as follows:
Goods or Service Provided: Exhibitor shall provide tastings to each of the event’s
Attendees. Exhibitor shall bring sufficient product to provide a maximum of 4,000 Tastings
(minimum of 10 cases). It is a critical element of this agreement that Exhibitor has enough
product and personnel to participate in the Atlanta Wine & Jazz, Saturday April
22nd, 2023, at Promenade – Piedmont Park, 1320 Monroe Dr NE, Atlanta, GA.
2. Items provided: AWJ will provide (1) the space, (2) a table for exhibiting, and (3) a
tasting cup for participants. Ice will also be made available. All other glassware, or other
items, must be supplied by Exhibitor. If Exhibitor requires ice, ice must be kept in
Exhibitor’s watertight containers and out of sight, unless in a displayed area.
3. No Charge: Attendees of the event shall NOT be charged any amount by Exhibitor in
return for the tastings provided.
Right to sell: Exhibitors does have the right to sell by the bottle and by the glass
at this event. All alcohol must be consumed on premises. All bottle sells must be
delivered to attendees exiting our event. Or at AWJ wine bottle pick up tent.
4. Only Attendees: Tastings shall only be provided to participants with ATLANTA
WINE & JAZZ wristbands. THIS IS A MATERIAL PROVISION OF THIS AGREEMENT.
5. Default in Occupancy: Exhibit tables must be manned at all times by exhibitor
personnel during show hours.
6. Cancellation by Exhibitor: AWJ, has expended and will expend significant money to
ATLANTA WINE & JAZZ FESTIVAL LLC. produce the event. Because there is limited
space at the venue, the space allocated to Exhibitor will be unavailable for allocation to
another party to provide Goods or Services to Attendees. Cancellation by Exhibitor shall
significantly impair the event and shall be a breach of this Agreement. In consideration
for being able to present at the event in lieu of payment, Exhibitor shall pay AWJ, a fee of
$2,000 if Exhibitor cancels its participation in the event.
7. Competence: Exhibitor agrees to provide the Goods or Services through fully trained
and competent personnel, having a skill level appropriate for the tasks assigned to them.
8. Legal Responsibility: It is the legal responsibility of Exhibitor to serve alcohol
responsibly and in compliance with all City of Atlanta, GA and Federal rules, regulations
and industry advisories. Exhibitor represents, warrants and covenants that it shall
indemnify, defend, and hold harmless AWJ, its affiliates and each of their respective
directors, officers, employees, agents, advisors and each of their respective successors
and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities,
losses, damages, penalties, costs and expenses with respect to any claim, suit, action,
demand, proceeding or similar dispute made or brought against any of the Indemnified
Parties as a result of the services performed pursuant to this agreement. Exhibitor
represents, warrants and covenants that it shall indemnify, defend, and hold harmless
the Indemnified Parties against any loss, damage, expense, assessment, judgment, offer in compromise, or monetary penalty imposed or incurred by the Indemnified Parties by
reason of any act or omission on the part of Exhibitor or Exhibitor’s employees, agents,
invitees and guests.
9. Legal ability: Exhibitor represents and warrants that it possesses whatever permit is
necessary, if any, to conduct a tasting of its product(s). Exhibitor shall follow all City of
Atlanta, GA, ABC laws in staffing and serving from Exhibitor"s area.
10. Limitation of Liability: Exhibitor agrees to indemnify and hold harmless AWJ, the
organizer, its affiliates, the exhibition hall facility and the owners, directors, officers,
employees, representatives and other agents (collectively, the "Indemnified Parties")
against all claims, losses, suits, damages, judgments, expenses, costs and charges of
every kind arising from or related to this Agreement, the Exhibitor"s participation in the
Show, including, without limitation, by reason of personal injuries, death, property
damages or any other cause sustained by any person. The Indemnified Parties shall not
be responsible for any loss or damage to displays or goods belonging to Exhibitor,
whether resulting from fire, storms, theft, pilferage, mysterious disappearance, bomb
threats or other causes. Such items are brought to the Show and displayed at Exhibitor"s
own risk and should be safeguarded at all times and covered by Exhibitor"s own insurance
as necessary and as specified below. Notwithstanding any other provision of this
Agreement, under no circumstances shall AWJ, be held liability to Exhibitor arising under
this Agreement or related hereto exceed amounts paid as Exhibition Fees by Exhibitor
hereunder. Exhibitor agrees that AWJ, its affiliates nor any third parties nor any of their
owners, directors, officers, employees, representatives or other agents shall have any
liability in the event of any errors in any promotional material or electronic system where
Exhibitors name or information may appear. Exhibitor agrees to indemnify AWJ, and its
affiliates and their respective owners, directors, officers, employees, representatives or
other agents against and hold each of them harmless from any claims and from all
damages, costs and expenses, including without limitation, attorneys" fees, and amounts
paid in settlement incurred in connection with claims arising out of the acts or negligence
of Exhibitor and Exhibitor"s owners, directors, officers, employees,
representatives or other agents.
11. Exhibitor Conduct: Exhibitor shall conduct and operate its display so as not to annoy,
endanger or interfere with the rights of other Exhibitors and Attendees. Any practice
resulting in complaints from any other Exhibitor or Attendee, which, in the sole opinion of
AWJ, interferes with the right of others or exposes them to annoyance or danger, may be
prohibited by AWJ. Exhibitor’s authorized representatives will conduct business, including
but not limited to the
distribution of samples, the preparation of sampling of products and the distribution of
product literature, only from within Exhibitor’s area.
12. Delivery of Goods and Displays: AWJ, is not responsible for the delivery of any
displays, goods or other items. Exhibitor is solely responsible for its displays, goods or
other items.
13. Care and Removal of Displays: Exhibitor must, at Exhibitor’s expense, keep
displays clean and in good order at all times. Exhibitor must keep packing material, items
not used in the displays and any personal belonging out of sight. All displays must remain
fully intact until the Show has officially ended. Disturbing or dismantling a display prior to
the official closing hour of the Show will not be permitted. Displays must be removed at
the conclusion of the Show. In the event any Exhibitor fails to remove its Display in the
allotted time, AWJ reserves the right, at Exhibitor"s expense, to ship the Display through
a carrier of AWJ choosing or to place the same in a storage warehouse subject or make
such other disposition of the property as it may deem desirable without any liability to
AWJ.
14. Damage to Property: Exhibitor is liable for any damage caused by Exhibitor and its
agents to the building, including, without limitation, doors, floors, walls, columns or
ceilings, or to other Exhibitors" property. Exhibitor may not hang, tape, or suspend any
items from the walls, ceilings, or columns within the property at any time. Existing furniture
works of art, fixtures, or equipment may not be moved by Exhibitor, their agents,
representatives, guests or invitees.
Staking prohibited: Nothing may be staked into turf on the premises or elsewhere
in Piedmont Park. Only weights are allowed for support.
15. Signs: No display or advertising will be allowed to extend beyond the table space or
contracted areas allotted to Exhibitor. AWJ, reserves the right to reject, eject or prohibit
any Exhibitor or display, in whole or in part if exhibitor violates any of the show rules either
written or oral.
16. Show Floor Plan: AWJ, reserves the right, in its sole discretion and for any reason,
to determine and change the location of the Exhibitor.
17. Show Fee: Exhibitor shall pay to two hundred dollars ($495.00) as a Show Fee, to
participate in the event, at the time of Exhibitor’s execution of this agreement.
18. Subleasing: Exhibitor shall not assign, sublet, share or transfer all or part of its
contracted space, without the prior written consent from AWJ. Exhibitor may not exhibit
or advertise articles not approved by AWJ, except where such articles are required for
the proper demonstration or operation of its display. The decision by AWJ, in all instances
shall be final. Exhibitors will not display any items not specified in this Agreement and
Exhibitor will permit only authorized representatives of Exhibitor to work in Exhibitor’s
Booth.
19. Breach: If the Exhibitor does not honor the terms of this Agreement or otherwise
breaches this Agreement, a mandatory fee of $2,000 shall be due by Exhibitor for each
instance of breach, payable to AWJ.
20. Termination of Displays: In the event that the exhibition hall facility in which the
event is to be conducted shall become, in the sole discretion of AWJ, unfit for occupancy,
or in the event that the holding of the Show, or the performance of AWJ, under this
Agreement are substantially or materially interfered with by virtue of any cause or causes
not reasonably within the control of AWJ, this Agreement and/or the event (or any part
thereof) may be terminated by AWJ. AWJ shall not be responsible for delays, damage,
loss, increased costs or other unfavorable conditions arising by virtue of cause or causes
not reasonably within the control of AWJ. AWJ shall not be liable for any losses or
damages of any type or description, including consequential and/or incidental damages,
suffered by Exhibitor as a result of any rescheduling or cancellation of the Show.
Exhibitor’s sole remedy will be the return of Exhibitors Show Fee.
21. Resolution of Disputes at the event: In the event of a dispute or disagreement at
the Show between: Exhibitor and Contractor; Exhibitor and any laborer; Exhibitor and
another Exhibitor or other Exhibitors; Exhibitor and Attendee(s); Exhibitor and any Show
Representative (Including but not limited to Show Management); or Exhibitor and any
other third party; then Exhibitor agrees to be bound by AWJ, decision concerning the
dispute.
22. Governing Law: This agreement shall be governed in all respects by the laws
of Georgia, without regard to such jurisdiction’s conflict of laws or choice of law rules.
23. Severability: If any provision of this agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable, or void, this agreement shall continue
in full force and effect without such provision, and the invalidity of any such portion shall
not affect the force, effect, and validity of the remaining portion hereof.
24. Successors and Assigns: Exhibitor shall not assign its rights and obligations
hereunder unless Exhibitor obtains the prior written consent of AWJ, which may be
withheld in the sole and absolute discretion of AWJ. This agreement shall inure to the
benefit of, and be binding upon, the successors and permitted assigns of the parties
hereto.
25. Entire Agreement: Amendment: This agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject matter
hereof. Neither this agreement nor any term hereof may be amended, waived,
discharged, or termination is sought. This document is the full, accurate, complete, and
final agreement between the parties to this agreement. This Agreement and the exhibits
attached here to contain the entire agreement of the parties with respect to the subject
matter of this Agreement, and supersede all prior negotiations, agreements and
understandings with respect thereto. This Agreement may only be amended by a written
document duly executed by all parties. There have been no representations, warranties
or promises outside of this agreement.
26. Construction: The parties have participated jointly in the negotiation and drafting of
this letter agreement. If an ambiguity or question of intent or interpretation arises, this
letter agreement shall be construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this letter agreement.
27. Waiver: No waiver of any provision of this agreement shall be deemed to be a waiver
of another provision or a future waiver of the same provision. All waivers of rights or
obligations set forth in this agreement must be made in a writing signed by the party
waiving such rights or obligations.
28. No Representations: There are no other representations by AWJ, except as set forth
in this document. AWJ, shall not be deemed to have breached this agreement by reason
of its failure to perform any of its obligations if caused by Force Majeure.
29. Authority to Execute: Exhibitor represents and warrants that it is fully authorized to
enter into this Agreement without the joinder of any other person or entity, and the person
executing this Agreement has full authority to do so and that any and all corporate,
partnership or joint venture action required has been taken
30. Counterparts: The agreement may be executed in counterparts by original or
facsimile signature, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
TERMS & CONDITIONS: I have read all the terms and conditions set herein and
agree to abide by all. I further agree to have enough samples for the anticipated
attendance that may stop by my space. I must pay all Exhibitor fees as per the schedule
listed above and understand that failure to do so will result in the cancelation of my
Exhibitor Space and loss of any/all fees paid. No agreement is final until approved by
ATLANTA WINE & JAZZ FESTIVAL LLC
