IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Contract, the receipt and sufficiency of which consideration is hereby acknowledged, the Licensor and the Licensee (individually the "Party" and collectively the "Parties" to this Contract) agree as follows:

1. Grant of License
   
1. The Licensor grants to the Licensee a non-exclusive, limited license to use the Vendor Space provided by the Licensor for the purpose of selling goods and/or services as a vendor at the Event, in accordance with the terms and conditions set out in this Contract.
   
2. The term of the license is as follows: _______________________________________________________________
   _______________________________________________________________.
   
3. Event Details
   
3. The Event will be held on February 21, 2025 during the following times: _______________________________________________________________.
   
4. The name of the Event is: _______________________________________________________________.
   
5. The Event is expected to have approximately _______ attendees. This number is only meant to give the Parties an approximate idea on how many people will be attending the Event for organizational purposes, and is not to be treated as any type of guarantee as to the number of attendees. However, if the expected number of attendees changes substantially before the time of the Event in such a way that would require the Licensee to substantially change their provision of goods and/or services at the Event, or otherwise alter substantially their performance under this Contract, the Licensor must provide reasonable notice to the Licensee of the change in the number of attendees. A change will be considered substantial for the above purposes if a reasonable person would consider it a substantial change in the circumstances.
   
6. Venue
   
6. The venue for the Event is: _______________________________________________________________. (the "Venue").
   
7. Vendor Space
   
7. The Licensee will be provided with the following space at the Event (the "Vendor Space"): _______________________________________________________________
   _______________________________________________________________.
   
8. The Licensee will be expected to return the Vendor Space, at the end of the Event, to the same state it was in prior to the Event.
   
9. The Licensee will be expected to have the Vendor Space set up and attended to during the Event as follows: _______________________________________________________________
   _______________________________________________________________.
   
10. The Licensee will be permitted and expected to set up their Vendor Space as follows: _______________________________________________________________
    _______________________________________________________________.
    
11. The Licensee must take down and vacate their Vendor Space after the Event as follows: _______________________________________________________________
    _______________________________________________________________.
    
12. The Licensee acknowledges that no utilities will be provided at the Vendor Space, and that if the Licensee requires utilities, such as electricity, water, etc., the Licensee will have to supply those utilities themselves.
    
13. The Licensor will not provide any equipment for the Licensee at the Event, and the Licensee is expected to bring any and all equipment necessary to set up their Vendor Space, at their own expense.
    
14. Internet will not be available at the Event.
    
15. The Licensee will ensure that they have adequate staff attending the Vendor Space at all times required under this Contract.
    
16. Event Theme
    
16. The theme or purpose of the Event is as follows (the "Event Theme"): _______________________________________________________________
    _______________________________________________________________.
    
17. The Licensee will be expected to provide only the following types of goods and/or services at the Event: _______________________________________________________________
    _______________________________________________________________.
    
18. If the Licensee provides goods and/or services other than the permitted goods and/or services described above, the Licensor may, at the Licensor’s option, require the Licensee to cease providing those goods and/or services, or may immediately terminate the Contract. If the Licensor terminates the Contract under this clause, the Licensee must still fulfill their payment responsibilities.
    
19. Payment Details
    
19. The Licensee shall pay the Licensor a flat fee of $___________ for the license to use the Vendor Space (the "License Fee").
    
20. The License Fee does not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Licensee in addition to the License Fee.
    
21. The Licensee will be invoiced on February 21, 2025.
    
22. Invoices submitted by the Licensee to the Licensor are due upon receipt.
    
23. Term of Contract
    
23. The term of this Contract will begin upon execution and will remain in full force and effect until the Event has ended and all the Parties' responsibilities outlined in this Contract, including payment responsibilities have been completed, subject to cancellation as provided in this Contract.
    
24. A Party may cancel this Contract by providing written notice to the other Party at least _____ day before the start of the Event. Any payments made towards the License Fee will be refunded to the Licensee if cancelled in accordance with this Contract.
    
25. In the event that either Party breaches a material provision under this Contract, the non-defaulting Party may terminate this Contract immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
    
26. Insurance
    
26. The Licensor is required to purchase an event cancellation insurance policy that covers all reasonable losses to the Parties in the event of an unexpected cancellation.
    
27. The Licensor is required to purchase comprehensive general liability insurance against claims for bodily injury, including death, and property damage arising out of the Event for the duration of the Event.
    
28. The Licensee is required to purchase comprehensive general liability insurance against claims for bodily injury, including death, and property damage arising out of the Licensee's operations for the duration of the Event.
    
29. The Licensee is hereby advised and understands that the personal property of the Licensee is not insured by the Licensor for either damage or loss, and the Licensor assumes no liability for any such loss. The Licensee is advised that, if insurance coverage is desired by the Licensee, the Licensee should secure their own policy of insurance.
    
30. Use of Premises
    
30. The Licensee shall use the Venue solely for the purposes specified in this Contract and shall not use the Venue for any unlawful purpose or in any manner that may interfere with the rights of others.
    
31. The Licensee shall comply with all applicable laws, ordinances, and regulations relating to the use and occupancy of the Venue.
    
32. Licenses
    
32. The Licensor shall be responsible for obtaining any licenses or permits that may be legally required for their operation of the Event.
    
33. The Licensee shall be responsible for obtaining any licenses or permits that may be legally required for their participation in the Event.
    
34. Type of Contract
    
34. This Contract is a license and not a lease. The Licensee acknowledges that it has no leasehold interest in the Venue and shall not assert any rights inconsistent with the Licensor's ownership. The Licensee's rights are limited to those expressly granted in this Contract, without entitlement to any tenancy or leasehold rights. The Licensor retains the right to enter and use the Venue for any lawful purpose.
    
35. Relationship of the Parties
    
35. The Parties acknowledge that this Contract does not create an employment relationship, partnership or joint venture between them, regardless of any services provided by the Licensor under this Contract. Where services are provided under this Contract, the Parties expressly agree that the Licensor is acting as an independent contractor and not as an employee. The Licensor, at their absolute discretion, may engage a third party sub-contractor to perform some or all of the service obligations of the Licensor under this Contract and the Licensee will not hire or engage any third parties to assist with the provision of such services. In the event that the Licensor hires a sub-contractor, the Licensor will be responsible for paying the sub-contractor and including any such expenses in the License Fee. For the purposes of the indemnification clause of this Contract, the sub-contractor is an agent of the Licensor.
    
36. Except as otherwise provided in this Contract, and being aware that the Event will take place at certain times and on specific dates, during which the Licensee shall be set up and have someone present in the Vendor Space as outlined in this Contract, and in keeping with the requirements related to the Event Theme as outlined in this Contract, the Licensee does have full control over the working time of its employees, working methods, and decision making in relation to the sale of its goods and/or services and its use of the Vendor Space. The Licensee will work autonomously and not at the direction of the Licensor.
    
37. The Parties acknowledge that this Contract is non-exclusive and that either Party will be free, before and after the Event, to engage or contract with third parties for the leasing of vendor space at any other event.
    
38. Except as otherwise provided in this Contract, the Licensor will provide at the Licensor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver any services provided under this Contract.
    
39. Each Party is responsible for paying and complying with reporting requirements for all local, state and federal taxes related to payments made to them under this Contract.
    
40. Notice
    
40. All notices, requests, demands or other communications required or permitted by the terms of this Contract will be given in writing and delivered to the Parties at the following addresses:
    
    1. ___________________________
       _______________________________
       ___________________________
       
    2. ___________________________
       _______________________________
       ___________________________
       

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, (d) the same day when sent by email between the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone, or (e) the next day when sent by email after the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone.

41. Indemnification
    
41. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Contract. This indemnification will survive the termination of this Contract.
    
42. No Fixtures or Improvements
    
42. The Licensee will not make any permanent improvements or attach any fixtures to the Vendor Space. The Licensee is only permitted to have temporary displays.
    
43. Modification of Contract
    
43. Any amendment or modification of this Contract or additional obligation assumed by either Party in connection with this Contract will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
    
44. Time of the Essence
    
44. Time is of the essence in this Contract. No extension or variation of this Contract will operate as a waiver of this provision.
    
45. Assignment
    
45. Each Party will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Contract without the prior written consent of the other Party.
    
46. Entire Agreement
    
46. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Contract except as expressly provided in this Contract.
    
47. Enurement
    
47. This Contract will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
    
48. Titles/Headings
    
48. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Contract.
    
49. Gender
    
49. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
50. Governing Law
    
50. This Contract will be governed by and construed in accordance with the laws of the State of Alabama.
    
51. Severability
    
51. In the event that any of the provisions of this Contract are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.
    
52. Counterparts
    
52. This Contract may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
    
53. Force Majeure
    
53. In the event that the Licensee or the Licensor will be unable to fulfill, or shall be delayed or prevented from the fulfillment of, any obligation in this Contract due to causes beyond their control, such as strikes, third party lockouts, acts of God, acts of nature, natural disasters, pandemics, riots, insurrections or other reasons of like nature beyond the reasonable control of the Party, and provided that such Party alerts the other Party of the issue and uses all reasonable diligence to overcome it, then the Party will not be liable for losses suffered by the other Party.
    
54. Waiver
    
54. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Contract by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.