“Prevention is better then cure. With perseverance we shall save numbers of little devils from becoming big ones.”
 This traditional wisdom – a variation of the proverb “a stitch in time saves nine” – underlies one of show producers’ major tasks: the preparation of exhibitor contract, and you avoid many devilish headaches down the road.

 Unfortunately, the contract that worked well just last year may not be sufficiently comprehensive today. Recent changes in music licensing agreements and life/safety codes illustrate the need to stay current with industry issues that may affect contract requirements.

 Sales and use taxes are also emerging as an issue that may need to be contractually addressed. “Some states are saying that if you exhibit there, and then do business with people who reside in that state after you leave the trade show, you are responsible for sales and us tax on products sold to resident of that state, regardless of whether or not the buyers attended the show,” explains Jonathan Howe, Senior Partner at the Chicago legal firm of Howe & Hutton, Ltd. “ Show organizers should start alert exhibitors that they may have a liability, and that any sales and use taxes shall be the responsibility of the exhibitors.

Watch your language 
 One of Howe’s pet peeves is lack of specificity. He urges that contracts be as specific as possible. “Instead of saying a payment is due 30 days before the show opens, say its due April 2,” he stresses. “Instead of saying that move-in begins 48 hours before, say it begins at 10 a.m. This prevents a lot of problems.”
 Howe recalls an incident in which a show manager stressed the need for a freight elevator when speaking to a representative from the facility. “No problem,” said the facility rep, “we have a freight elevator.” The show manager was referring to an elevator that could handle 6,000 pounds of weight, while the facility rep was thinking in terms of a passenger elevator that was designated “freight” and handled 2,000 pounds.
 On the other hand, some clauses can be generic. Many show producers do not specify the fire, safety and health codes that must be met by exhibitors. Rather, their contract tells the exhibitor that anything thy put on the show floor must comply with all codes and requirements of the municipality in which the show is being held. It is then the exhibitor’s responsibility to, for example, determine if the community has adopted the National Fire Protection Association’s guidelines.
 Another of Howe’s pet peeves is convoluted, arcane language. Instead of clauses written by a lawyer for a lawyer, he urges that statements be written so that they are clear and easily understood by the parties that must abide by the contract – show management and exhibitors.
 Linda Karson, Director of Meeting Services for the American College of Cardiology, agrees: “Follow the KISS method: keep it short and simple. Whenever possible, shorten and clarify. We’ve revised our contract to make it readable and understandable. We’ve tried to avoid all the ‘wherefores’ and ‘wherewithal’s.’”

Multi-purpose contracts
 Contracts frequently do much more then just indemnify anyone and everyone. The combination application/ contract is popular. So is the contract that includes a list of the show’s rules and regulations.  It’s efficient and keeps all sorts of relevant information together. “ I think it’s a good idea,” says Jed Mandel, a partner in the Chicago-based law firm of Neal Gerber & Eisenberg. “That’s how I always recommend it be done. I consider that part of the basics.”
 Many producers believe that one of the essentials on such a form is space for exhibitors to list the products or services they plan to display. “That’s absolutely necessary,” says Teresa Dumouchelle, Exhibits Director of the National School Board Association. “ We do not accept products and services unless they are designed for use in U.S. public schools.”
 Joseph Cunningham, Exposition Manager of the Packaging Machinery Manufacturers Institute, says: “Materials and equipment must relate to the packaging industry. But we have some people who want to come in with Hong Kong suits. Our procedure is to have a company send us information about the product it intends to exhibit. If our show committee approves, saying that the product is related to our industry, then the company is qualified and can apply for space, but only for the product they have said they want to exhibit.”
 Backing up the request for information should be a clause stipulating that an exhibitor may not exhibit anything other then those products and services enumerated on the contract.
 The National Housewares Manufacturers Association requires exhibiting companies to submit catalog sheets of the products they wish to display. “ We do not issue contracts until we review these,” says Brian Casey, Managing Director of Trade Shows. “This gives us an opportunity to protect not only the interests of exhibitors, but also those of people who have been rejected. If we say, “Sorry, you can’t get in with this product,’ we wants to be certain that nobody else is showing the same product. And if they are, we want to have the legal position that enables us to make them remove the product.”
 Another clause that producers focus on is the relocation clause. “Have something in your contract that gives you the right to relocate an exhibitor for the good of the show,” says Ted Conrad, President of  SEMCO, a Florida-based producer of trade and consumer expositions. “If you don’t, it will come back to haunt you.  Sooner or later, some changes have to be made. Without this clause, exhibitors will threaten you, saying ‘There’s nothing in the contract that says you can move me.’”
 A variety of situations could occur in which such a clause can be critical. What if the convention site unexpectedly builds a staircase in the center of a space you’ve rented? What if the fire marshall insists that a booth be moved? What if a major exhibitor suddenly cancels – or puts in an unexpected request for substantially more space that expected?

Subletting
 For most show managers, subletting is a no-no. Others are willing to become more flexible. “Since computers came along, I have softened our policy on subletting of space,” says Dumouchelle. Previously, subletting was not allowed by the National School Boards Association. But Dumouchelle faced computer hardware and software companies who felt that the best way to demonstrate the compatibility and synergism of their product was in a joint exhibit. Dumouchelle has amended the rules and regulations to include the following: “If special circumstances warrant an exception (to the no-subletting clause), permission must be obtain in writing from Show Management, who reserves the right to render final judgment with regard to the appropriateness of the request.”
 Brian Casey disagrees with this practice. “We have a similar situation in the housewares industry. A tabletop manufacturer may want to exhibit with a glassware firm that complements its line. They probably could sell a package to a retailer more easily then they could individual products.  In such case, we ask the companies to notify us in advance. We’ll try to allocate adjacent space, but we want to make separate contracts. Once you allow people to sublet, you lose control of your show.”

Certificates of insurance
 Most shows impose on exhibitors the obligation to purchase insurance, which makes indemnification meaningful. “If the exhibitor is Xerox or IBM, you know they’re probably good for it,” says Mandel. “But if it’s Fly-By-Night Enterprises, you want them to have insurance to back up their indemnification.”
 Mandel recommends that the contract state that certificates of insurance must be made available to the show manager. “You’re not getting much otherwise. At a minimum, the certificates ought to be made available upon request. I think a good show manager ought to at least do a random audit of exhibitors, to make sure they have the certificates.”
 “Good liability insurance is important, particularly in a show where you get tens of thousands of consumer,” says Paul Fuller, President of Eastern Fishing & Outdoor Exposition. “If a child walk into a booth and grabs old of a bare, hot light bulb and scorches his hand, the exhibitor has problems.” Fuller requires certificate of insurance from exhibitors who have boats, recreational vehicles and other “rolling rock” products. “We tell other exhibitors that they should have the certificates but we don’t specifically require that they provide these to us,” he says.
 “At one point, we were going to demand certificates of insurance from every exhibitor,” recalls Dumouchelle. “But it is an absolute nightmare! We caused a number of small ‘ma and pa’ exhibitors to have nervous breakdowns! We have a clause in our contract stating that the exhibitor agrees to obtain certain specific insurance – and we spell out the amounts of coverage required. We also indicate that they must be prepared to furnish certificate of insurance to the NSBA on demand.”

Rules, rules, rules
 Because each show is unique, it has certain unique requirements that need to be addressed in the contract and its accompanying rules and regulations. Some shows, for example, prohibit raffles and lotteries. Others prohibit music. Some insist on “appropriate business attire.”
 “Machinery shows generally won’t allow running machines within one or two feet of the aisles,” says Joseph Cunningham. “Machines have to be set back or guarded. We need to prevent a passing attendee from bumping into, and being hurt by, a working machine.”
 Like most medical shows, the American College of Cardiology does not allow smoking on the show floor. Then there’s the rule on blood samples: “Those taking blood samples, either by fingertip or intravenous drawing of blood, must contact ACC Exposition Manager to obtain a copy of the waste disposal procedures.” And the live model regulations: “The American College of Cardiology expects exhibitors to use prudent judgment when live models are used in an exhibit. Professional dignity and discretion should be observed at all times. The use of minors as live models is prohibited.”
 Among the exhibits at the National School Board Association show are those memorable yellow school buses. “Because we have motorized vehicles on the floor, there are certain fire regulations that need to be spelled out to exhibitors: how much fuel can be in the fuel tanks, the need to disconnect battery cables, etc.,” says Dumouchelle.
 “In our shows, merchandise is being sold off the floor,” says Fuller. “Each of our exhibitors has to have a tax license or a certificate of authority. Our contract states that this tax documentation must be posted in the booth. If it isn’t, we have the right to tell them to cease selling until they obtain it.”
 Fuller also has strict rules limiting placement of video equipment. “If an exhibitor puts a monitor on the front line of his booth and elevates it, then people stand in the aisle and block traffic,” he says. “Basically our rule states that the table or platform on which the monitor is placed cannot exceed a height of 42 inches, and it must be positioned in the rear of the display.”
 Chris Fassnacht, Vice President of Expositions, Inc., points out that a similar clause is in his firm’s contract for consumer shows: “Any VCR or TV screen used must be located in the back half of the booth. It may not be located on a front counter or adjacent to neighboring exhibits.”
 Often, exhibitor contracts must be updated to coincide with requirements in the contract between show management and the convention center. If, for example, the facility prohibits helium balloons, you have to address this in your exhibitor contract. Also, points out Conrad, every state’s law are different, as are local ordinances. What worked in Georgia may not work in New York. “If you want to truly be protected, it’s an absolute must to have a good lawyer involved, not necessarily in writing the contract, but definitely in reviewing it,” he says.

If it ain’t broke…
….it must be OK? Perhaps. “Even if it isn’t broken, that doesn’t mean it couldn’t be improved,” comments Mandel. “It’s certainly prudent to have you contract periodically reviewed by counsel familiar with the trade show industry.”
 Conrad updated his contracts every year- and always passes them by his attorney. Last year he added an exhibitor “due diligence” clause to clarify that show management makes no warranties about the quality of the exhibiting companies or the products and services exhibited: “SEMCO makes no representation concerning any sponsor or exhibitor nor its products or services and the admission to the Show of any sponsor or exhibitor constitutes neither an endorsement, recommendation nor representation by SEMCO of any exhibitors or sponsor or its products or services. SEMCO has not and will not undertake or perform any ‘due diligence’ function as to any sponsor or exhibitor or its product or services and each exhibitor or sponsor agrees to display only services and products which have economic viability and that fully comply with applicable law, regulations and professional standards.”
 In addition to your lawyer, get contract input from your colleagues and competitors. What issues are they addressing? Are these relevant to your show? Talk with a select group of your exhibitors, too. They often provide valuable feedback on contracts, rules and regulations. “The more people who see the contract before it’s printed, the better,” says Karson.
 When preparing your contract, heed the advice of Cunningham: “We try not to impose needless restrictions, but we try to cover everything that might cause difficulty. I learned early in the game that if you turn a blind eye someplace, or let somebody get away with something, it comes back to haunt you.” 
       EXPO