NPMA is committed to providing an environment free from all forms of discrimination and harassing, coercive, or disruptive conduct, including sexual harassment. Sexual harassment includes unwelcome sexual advances, requests for sexual favors, and other verbal, visual or physical conduct of a sexual nature. Further, harassment based on sex (gender), race, color, religion, national origin, age, disability, or veteran status is forbidden.

NPMA does not tolerate harassment of any employee, vendor, member, supplier, conference participant, or guest at association-sponsored activities in any form. “Harassment” includes, but is not limited to:

• Verbal comments, jokes, or imagery that reinforce negative stereotypes related to gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, age, religion, or sex;
• Sexual images in public spaces;
• Deliberate intimidation, stalking, or following;
• Inappropriate and unwelcome physical contact;
• Unwelcome sexual attention, including persistent romantic invitations even after such invitations have been declined; and
• Advocating for or encouraging any of the above behavior

Under the law, this type of behavior is also likely to be considered to be unlawful "harassment" if the initiator knew that the conduct would be unwelcome or offensive (or the conduct was of the type that most reasonable people would have realized would be offensive under the circumstances).

If an individual is being harassed or has witnessed harassment, they are encouraged to report it immediately.

• A report of harassment may result in a warning, removal from or denial of access to NPMA events, and exclusion from future NPMA events on a temporary or permanent basis.
• Reports of harassment may be submitted anonymously.
• All reports are kept confidential to the extent possible.
• All reports are taken seriously and will be investigated.
• NPMA will gather all relevant details and information (verbal or written) from the reporter, the target (if they are not the reporter), and witnesses, and the digital archive.
• Outcomes of investigations and subsequent sanctions will not be made public; however, those reporting incidents will be informed of the outcome.
• NPMA may also provide information regarding the report of harassment to the company of the individual identified in the report and to state or local authorities if warranted.

Any director who is determined, after an investigation, to have engaged in harassment shall be subject to disciplinary action, including removal from the Board when warranted.

The Board of Directors recognizes that the Employee Manual shall include an Anti-Harassment Policy for staff.

Compliance with Laws:

NPMA and its employees pledge to comply with both the letter and spirit of all applicable laws.

Non-Discrimination Statement:

NPMA will provide courteous and helpful service to all volunteers, members and participants, and shall make decisions without bias to race, color, religion, national origin, sex, disability, marital status, age, veteran status, or any other legally protected category.

 

The National Pest Management Association ("NPMA") is a non-profit corporation consisting of active, allied, associate, international, affiliate, honorary and life members.  The objective of NPMA is to support its members in being professional, knowledgeable, and profitable through education, industry leadership, public policy initiatives, and market development resources.

Through its committee, board meetings, and other activities, NPMA brings together representatives of competitors in many areas.  Although the principal activities of NPMA and its committees are to support its members in being professional, knowledgeable, and profitable through education, industry leadership, public policy initiatives, and market development resources, with no intent to restrain competition in any manner, NPMA nevertheless recognizes the possibility that NPMA and its activities are subject to the antitrust laws.  For this reason, the Board of Directors seek to emphasize, through this Antitrust Policy Statement (the “Statement”), its unequivocal support for the policy of competition served by the antitrust laws and NPMA's uncompromising intent to comply strictly in all respects with these laws.

In addition to NPMA's firm commitment to the principle of competition served by the antitrust laws, the penalties which may be imposed upon both NPMA and its individual and corporate members involved in any violation of the antitrust laws are so severe that good business judgment demands that every effort be made to avoid any such violation.  Criminal violations of the Sherman Act, such as price-fixing, are felonies for which individuals may be imprisoned for up to three (3) years, fined up to $350,000 or both.  Additionally, under the Sherman Act corporations are also subject to criminal charges that may result in fines up to $10,000,000 for each offense.  Finally, the Clayton Act authorizes the recovery of treble damages by private parties (including class actions) for anti-trust violations.  Such treble damage claims are extremely expensive to litigate and can result in judgments of a magnitude which could destroy NPMA and seriously affect the financial interest of its members.

It shall be the responsibility of every member of NPMA to be guided by NPMA's policy of strict compliance with the antitrust laws in all NPMA activities.  It shall be the special responsibility of committee chairpersons and NPMA officers to insure that this policy is known and adhered to in the course of activities pursued under their leadership.

To assist NPMA officers, directors, and committee chairpersons in recognizing situations which may present antitrust issues, the Board will as a matter of policy furnish each such person this Policy Statement and NPMA's General Rules of Antitrust Compliance.  The Rules of Antitrust Compliance are addressed primarily to activities of NPMA and its members that impact the business of individual member firms.  Such activities are subject to strict antitrust scrutiny and pose a substantial risk of legal liability.  On the other hand, where NPMA and its members conduct activities that are related to the purposes of NPMA and not the interests of individual member firms, these activities are less suspect under the antitrust laws.  The determination of whether NPMA activities create antitrust risks, however, requires detailed legal analysis.  Should questions arise as to the manner in which the antitrust laws may apply to the activities of NPMA or any committee thereof, such questions shall be directed to NPMA's Chairperson or President.

Antitrust compliance is the responsibility of every NPMA member.  Any knowing violation by a NPMA member of NPMA’s General Rules of Antitrust Compliance or this Statement will result in that person's immediate suspension from membership in NPMA and removal from any NPMA office held.  If any individual NPMA member believes that the topic of discussion during a NPMA meeting raises antitrust concerns, the member should immediately state that concern and either insist that the discussion be discontinued until advice of Legal Counsel is provided or, leave the room.  

GENERAL RULES OF ANTITRUST COMPLIANCE

The following rules are applicable to all National Pest Management Association (“NPMA”) activities that may relate to the business of individual member firms, and must be observed in all situations and under all circumstances without exception or qualification other than as noted below:

Neither NPMA nor any committee or activity of NPMA shall be used for the purpose of bringing about or attempting to bring about any understanding or agreement, oral or written, formal or informal, expressed or implied, among the members about prices, terms or conditions of sale, distribution, volume of production, territories, or customers.

• No NPMA activity or communication shall include discussions for any purpose or in any fashion of: (a) pricing methods; (b) production quotas or other limitations on either the timing, costs or volume of production or sale; or (c) allocations of territories or customers.
• No NPMA activity or communication shall include any discussion which might be construed as an attempt to prevent any person or business entity from gaining access to any market or customer for goods or services or to prevent any business entity from obtaining a supply of goods or otherwise purchasing goods or services freely in the market.
• Neither NPMA nor any committee shall make any effort to bring about the standardization of any product for the purpose or with the effect of preventing the manufacture, sale, or use of any product not conforming to a specific standard.
• No NPMA activity or communication shall include any discussion of what might be construed as an agreement or understanding to refrain from purchasing or selling any raw materials, equipment, services, products or other supplies from any supplier or to any purchaser.
• In conducting NPMA committee meetings, the committee chairperson shall prepare and follow a formal agenda.  Minutes of the meeting shall be distributed to all committee members.  Approval of the minutes shall be obtained from the committee at its next meeting.  A copy of the minutes shall be sent promptly to NPMA's Board of Directors via its Secretary.
• Non member speakers at Board of Directors and committee meetings shall be informed of the need to comply with NPMA's Antitrust Policy Statement (the “Statement”) in the preparation and presentation of their talks.
• During informal discussions at the site of a NPMA meeting, but beyond the control of its chairperson, all members are expected to observe the same standards of personal conduct as are required of NPMA in its compliance with these antitrust guidelines.

(Approved by the Board of Directors March 21, 2023) 

NPMA is dedicated to a safe, productive, and welcoming environment free from discrimination and harassment. NPMA expects all meeting participants (including attendees, event staff, NPMA staff, presenters, vendors, guests, contractors, students, and exhibitors) to treat other participants with respect. NPMA does not tolerate harassment of conference participants or association-sponsored activities in any form. “Harassment” includes, but is not limited to:  

• Verbal comments, jokes, or imagery that reinforce negative stereotypes related to gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, age, religion, or sex; 
• Display of sexual images in public spaces; 
• Deliberate intimidation, stalking, or following; 
• Inappropriate and unwelcome physical contact; 
• Unwelcome sexual attention, including persistent romantic invitations even after such invitations have been declined; and 
• Advocating for or encouraging any of the above behavior 

Want to file a complaint, have questions, or need assistance?

If you are being harassed or have witnessed harassment and would like to make a report, please contact Alexis Wirtz, Senior VP, Convention & AMS at 703.963.7404 or Jillian Gardner, Office Manager and Assistant to the CEO at 703.304.6652, or send an email to hr@pestworld.org. If you have been a victim of assault or believe yourself to be in danger, seek help immediately by calling 911 or contacting hotel or conference security.  

• A report of harassment may result in a warning, removal from or denial of access to NPMA events, and exclusion from future NPMA events on a temporary or permanent basis.  
• You may choose to submit an anonymous report.  
• All reports are kept confidential to the extent possible.  
• All reports are taken seriously and will be investigated. 
• Investigations usually include gathering relevant details and information (verbal or written) from the reporter, the target (if they are not the reporter), and witnesses, and the digital archive. Investigations may extend beyond the end of the meeting. 
• The outcomes of investigations and subsequent sanctions will not be made public except as compelled by force of law; however, those reporting incidents will be informed of the outcome. 
• NPMA may also provide information regarding the report of harassment to the employer or company of the individual identified in the report and to state or local authorities if warranted.  
• If a participant is asked to leave an event because of a report received under this policy, the participant will not receive a refund. 
• In addition to the actions that may be taken at meetings (as described above), violators of the code of conduct may receive additional communications regarding the actions taken and participation in future events.  

Compliance with Laws: 

NPMA and its employees pledge to comply with both the letter and spirit of all applicable laws.  

Non-Discrimination Statement:  

NPMA will provide courteous and helpful service to all volunteers, members and participants, and shall make decisions without bias to race, color, religion, national origin, sex, disability, marital status, age, veteran status, or any other legally protected category.  

All registrations must include fees or will not be processed. All checks should be made payable to NPMA, and must be in U.S. dollars, drawn on a U.S. bank. If you fax a registration form, DO NOT MAIL A DUPLICATE COPY. Unless otherwise noted, full registration fees include access to all educational sessions, exhibit hall, general sessions, and social functions associated with the event. Fees do NOT include travel, hotel, or optional tours.

Refund Policy: All cancellations and refund requests must be received in writing.

• 100% Refund = 32+ days prior to event start
• 75% Refund = 25-31 days prior to event start
• 50% Refund = 18-24 days prior to event start
• 25% Refund = 11-17 days prior to event start
• No Refund = 10 days or less to event start
• No Shows = No refund

All attendees agree to abide by the NPMA Code of Conduct and Anti-Harassment Policy, outlined below.

The purpose of this conflict-of-interest policy is to prevent the institutional or personal interests of National Pest Management Association (NPMA) directors, officers, and employees from interfering with the performance of their duties to NPMA, and to ensure that there is no personal, professional, or political gain at the expense of NPMA. This policy is not designed to eliminate relationships and activities that may create a duality of interest, but to require the disclosure of any conflicts of interest and the recusal of any interested party in a decision relating thereto. 

A conflict of interest may exist when the interests or potential interests of any director, officer, or employee, or that person’s close relative, or any individual, group, or organization to which the person associated with NPMA has allegiance, may be seen as competing with the interests of NPMA, or may impair such person’s independence or loyalty to NPMA. A conflict of interest is defined as an interest that might affect, or might reasonably appear to affect, the judgment or conduct of any director, officer, or employee in a manner that is adverse to the interests of NPMA. 

Examples

A conflict of interest may exist if a director, officer, employee, or close relative

• Has a business or financial interest in any third party dealing with NPMA. This does not include ownership interest of less than 5 percent of outstanding securities of public corporations.
• Holds office, serves on a board, participates in management, or is employed by any third party dealing with NPMA, other than direct funders to NPMA.
• Derives remuneration or other financial gain from a transaction involving NPMA (other than salary reported on a W-2 or W-9 or salary and benefits expressly authorized by the board).
• Receives gifts from any third party on the basis of his or her position with NPMA (other than occasional gifts valued at no more than $100, or if valued at more than $100, the gift is made available in a team space or common area for others to share — e.g., fruit baskets, boxes of candy). All other gifts should be returned to the donor with the explanation that NPMA policy does not permit the acceptance of gifts. No personal gift of money should ever be accepted.
• Engages in any outside employment or other activity that will materially encroach on such person’s obligations to NPMA; compete with NPMA’s activities; involve any use of NPMA’s equipment, supplies, or facilities; or imply NPMA’s sponsorship or support of the outside employment or activity

Use of Information

Directors, officers, and employees shall not use information received from participation in NPMA affairs, whether expressly denominated as confidential or not, for personal gain or to the detriment of NPMA.

Disclosure and Recusal

Whenever any director has a conflict of interest or a perceived conflict of interest with NPMA, he or she shall notify the board President of such conflict in writing.

After such disclosure of all material facts and after any discussion with the interested person, he or she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall determine if a conflict of interest exists.

When any conflict of interest is relevant to a matter that comes under consideration or requires action by the board, or a board committee, the interested person shall call it to the attention of the board President and shall not be present during board or committee discussion or decision on the matter. However, that person shall provide the board or applicable committee with any and all relevant information on the particular matter.

The minutes of the meeting of the board or its committee shall reflect that the conflict of interest was disclosed, that the interested person was not present during discussion or decision on the matter, and did not vote. 

Whenever an employee has a conflict of interest or a perceived conflict of interest with NPMA, he or she shall notify the chief executive of such conflict in writing.  The chief staff executive and President shall determine if there is just cause to bring the issue to the attention of the board of directors or if the issue is tactical enough to be addressed by the staff.  If the chief staff executive has a conflict of interest or perceived conflict of interest, he or she shall follow the procedures outlined for directors.
Violations of the Conflicts-of-Interest Policy. 

If the Executive Committee has reasonable cause to believe a director has failed to disclose actual or possible conflicts of interest, it shall inform the director of the basis for such belief and afford the director an opportunity to explain the alleged failure to disclose. 
  
If, after hearing the director’s response and after making further investigation as warranted by the circumstances, the Executive Committee or their designees determine the director has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 
Similarly, if the chief executive has reasonable cause to believe an employee failed to disclose actual or possible conflicts of interest, he or she shall make further investigation as warranted by the circumstances.  If it is determined the employee has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Records of Proceedings

The minutes of the board and all committees with board delegated powers shall contain: 

a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s decision as to whether a conflict of interest in fact existed.

b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Dissemination

A copy of this conflict-of-interest policy shall be furnished to each director, officer, and employee who is presently serving this organization or who may become associated with it.

Certification

The policy and its application shall be reviewed annually for the information and guidance of directors, officers, and employees, each of whom has a continuing responsibility to scrutinize their transactions and outside business interests and relationships for potential conflicts of interest, and make such disclosures as described in this policy.

As administered by the chief executive, each director will be asked to complete a certification of agreement with the policy and disclosure of any known conflicts of interest upon his or her election or re-election to the board and annually thereafter. As administered by the employee in charge of human resources, each employee will be asked to complete such a certification upon his or her employment and on an annual basis thereafter. All certifications shall be reviewed by the board as appropriate.

Diversity is valuing, appreciating, and effectively utilizing the talents of people with a variety of backgrounds, experiences, ethnicities and perspectives. 
 
Individuals have many dimensions which include age, appearance, beliefs, education, ethnic origin, gender, ideas, job classification, personality, physical ability, political views, race, religion, sexual orientation and more. We are committed to creating and sustaining an environment that values each individual. 
 
Diversity is a way of life, not just a one-time initiative.  It is an ongoing responsibility with the highest priority.  To that end, we strive to attract, develop, retain and include employees, committee members, and directors and officers throughout NPMA who support our commitment. 
 
By developing our skills to manage diversity, we will be able to better serve our members by exposure to the wider range of ideas and perspectives that can be found only in an organization where every individual is valued.

NPMA Exhibit and Sponsorship Terms and Conditions

Exhibitor hereby agrees to be bound by the “Rules and Regulations of the Exposition.” Exhibitor further agrees to adhere to and be bound by (i) all applicable fire, utility, and building codes and regulations; (ii) any rules or regulations of the facility where the exhibition is held; (iii) the terms of all leases and agreements between NPMA and the managers or owners of said facility, or between the Sponsor and such managers or owners; and (iv) the terms of any and all leases and agreements between NPMA and any other party relating to the Exposition. Exhibitor shall not be, nor shall Exhibitor permit others to do anything to the Booth or do anything in the facility where the Exposition is held, or bring anything into said facility, which would cause a difference in conditions from those previously approved by the insurance carriers of NPMA or the owners or managers of said facility, which will in any way increase premiums payable by any of said parties for fire insurance on said facility or any property therein. Notwithstanding any other remedy available against Exhibitor, Exhibitor agrees to pay on demand by any of said parties any such increase resulting from a violation of this section.

Space Assignments. NPMA shall use its best efforts to locate the Booth in one of the locations designated by Exhibitor on the front side hereof, to provide physical separation of the Booth from the Booths of those competitors from whom Exhibitor has requested such separation on the front side hereof. Notwithstanding the above, NPMA reserves the right to change location assignments at any time, as it may in its sole discretion deem necessary.

In the event the contracted event is held virtually. NPMA will transfer your booth purchase over to the exhibitor package that most closely matches your booth size purchased.

Payment. Exhibitors that are an adjunct or subsidiary of member companies, but are not members of NPMA shall pay the non- member exhibit rates. If full payment is not received by the date outlined in the contract — NPMA reserves the right to release its space and put up for resale.

Hospitality Suites and Special Events. Hospitality suites and special event space at the headquarters hotel will be registered to the Exhibitors and event sponsors. Hospitality Suites and special events shall not be open during regularly scheduled hours of meetings, exhibits or other NPMA event functions.

Exclusion. NPMA shall have the right to exclude or to require modifications of any display or demonstrations, which in its sole discretion, it considers unsuitable to or not in keeping with the character of the Exposition. NPMA shall have the right to prohibit the use of amplifying equipment or music, which, in its sole discretion, it considers objectionable. NPMA shall have the right to demand modifications of the appearance or dress of persons or mannequins used in connection with displays or demonstration.

In the event the contracted event is held virtually. Exhibitor is required to use virtual booth template provided by NPMA. Any changes to the template background, booth size/layout, or screens are not permitted. NPMA has the right to revert any unapproved changes back to the original template provided. Exhibitor will be given warning when this rule has been broken and be allowed the opportunity to make the appropriate changes before NPMA intervenes.

Assignments and Sublease. Exhibitor shall not sub-let the Booth assigned by NPMA nor shall Exhibitor assign this Lease in whole or in part.

Liability and Insurance. This agreement shall not constitute or be considered a partnership, employer-employee relationships, joint venture or agency between NPMA, managers or owners of said facility and Exhibitor. Exhibitor hereby agrees to and does indemnify, hold harmless and defend NPMA, managers or owners of said facility from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever (including but limited to cost, interest and attorney’s fees) which NPMA, managers or owners of said facility may incur, suffer, be put to, pay or be required to pay incident to arising directly or indirectly from any intentional or negligent act or omission by Exhibitor or any of its employees, servants, or agents.

Exhibitor further agrees that NPMA, managers or owners of said facility and its respective agents and employees shall not be responsible, in any way, for (i) damage, loss or destruction of any property of Exhibitor or (ii) injury to Exhibitor or its representatives, agency, employees, licensees or invitees.

Exhibitors are advised to obtain insurance policies covering the transportation of exhibit materials to the Exposition, during the Exposition, and return. Exhibitors must also have public liability, bodily injury and property damage insurance with limits of at least $1 million. Such insurance shall name NPMA and the facility as additional insureds. Upon request, Exhibitor shall provide a certificate of insurance to NPMA or may be barred from the Exposition. Exhibitors are also advised to consider purchasing event cancellation insurance to protect against any losses in connection with the Force Majeure clause below.

Protection from Disputes and Litigation. Notwithstanding any other provision of this Agreement, Exhibitors that are currently, or have previously been, involved in claims or litigation against each other, shall not involve NPMA and its respective employees, agents and representatives in any manner in their dispute, regardless of the factual or legal basis upon which the existence of such liability is asserted. Any Exhibitor that does so shall be responsible for all costs incurred by NPMA in defending against such involvement or action, including reasonable legal fees and expenses. NPMA will not eject, cancel, or remove an exhibitor from their contracted space due to current legal disputes or litigation, unless presented with legally binding documentation evidencing a decision has been made in a court of law (and the exhibitor seeking such action shall agree in advance to pay NPMA’s legal costs for such review as well as indemnify and hold NPMA harmless from any claim by the exhibitor against which action is requested). When asked, NPMA will make every effort to relocate competing or conflicting parties to locations in the hall away from each other’s location.

Cancellation or Postponement of In-Person Exposition. In the event that the Exposition is postponed due to any occurrence not occasioned by the conduct of NPMA or Exhibitor, whether such occurrence by an Act of God or the common enemy or the result of war, riot, civil commotion, pandemic or communicable disease, government regulation or limitation on gatherings, sovereign conduct, or the act of conduct of any person or persons not party or privy to this Lease (each a “Force Majeure Event”), then the performance of the parties under this agreement shall be excused for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof, and in any event for the duration of such postponement. In the event that NPMA cancels the in-person Exposition and does not host a virtual Exposition, the obligations of the parties under this Agreement shall be automatically terminated and all rental payments made under this Lease shall be refunded to Exhibitor, less a pro rata share of expenses actually incurred by NPMA in connection with the Exposition.

In the event the contracted event is held virtually. In the event that the contracted event is held via a virtual venue due to a Force Majeure Event causing NPMA to cancel the in-person Exposition, Exhibitor acknowledges said change in venue is not a cancellation of event, and Exhibitor will continue to adhere to stated regulations as outlined in this contract. If the substitute virtual Exposition is also cancelled in NPMA’s sole discretion due to a Force Majeure Event, or because it is not otherwise feasible or economical, the obligation of the parties under this Agreement shall be automatically terminated and all rental payments made under this contract shall be refunded to Exhibitor, less a pro rata share of expenses actually incurred by NPMA in connection with either the in-person Exposition and/or the virtual Exposition.

Handling and Storage. NPMA and the owners or managers of the facility where the Exposition is to be held shall not accept or store display materials or empty crates and Exhibitor shall make its own arrangement for shipment, delivery, receipt and storage of such materials and empty crates. Such arrangement may be made through the Official Drayer if desired, and Exhibitor shall in any event provide the Official Drayer with copies of all bills of lading. All shipments and deliveries to the Exposition shall be prepaid. Exhibitor shall not incur any obligation to the Official Drayer merely by reason of providing copies of any bill of lading hereunder.

Cancellation of Contract. Cancellations by the exhibitor of booth space contracts must be received in writing. Cancellations received before the date outlined in the contract will be refunded, less a cancellation and processing fee of Five Hundred Dollars ($500.00) per one hundred (100) square feet of space rented. No refund will be made of the deposit and subsequent payment if notice of cancellation is after the date outlined in the contract.

In the event the contracted event is held virtually. Any changes made to the cancellation cutoff date will be communicated to exhibitors. Exhibitors will be given ample notice of a change in cancellation date as a result of a change to a virtual venue. Exhibitors hereby agree to accept the stated cancellation policy above with the understanding that in the event the contracted event moves to a virtual platform the cancellation policy will remain the same.

Security. NPMA shall provide twenty-four (24) hour guard service throughout the installation of exhibits and booths, closed hours, and dismantling of exhibits and booths. Please note, this is perimeter security only. Exhibitor is still responsible for their equipment and materials.

Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any representations or modifications concerning this instrument shall be of no force or effect excepting a subsequent modification in writing signed by the parties hereto.

Partial Invalidity. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Captions. All captions as to contents of the particular provisions hereof are intended for convenience of reference only and are not to be considered in construing this instrument.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

Facility Hold Harmless Clause. “Exhibitor assumes entire responsibility and hereby agrees to protect, indemnify, defend, and save harmless the venue and their respective partners, directors, officers, employees and agents “the Indemnity” against all claims, losses and damages to persons or property, governmental charges or fines and attorney’s fees arising out of or caused by Exhibitor’s installation, removal maintenance, or occupancy or use of the exhibition premises or part thereof, excluding any such liability caused by the sole negligence of the indemnities. In addition, Exhibitor acknowledges that neither, the MGM Grand or any of the other Indemnities maintain insurance covering Exhibitor’s property and that it is the sole responsibility of the Exhibitor to obtain business interruption and property damage insurance covering such losses of Exhibitor.”

Use of Space. Vendors may use exhibit booths provided they can be accommodated within their individual exhibit space and do not violate fire safety laws. Exhibits must be constructed so as not to obstruct the general view or the view of neighboring exhibits. Interference with the lighting and space of other exhibitors is prohibited. NPMA reserves the right to restrict exhibits that, because of method of operation, materials, or for any reason, become objectionable. All sound equipment must be regulated so that it does not disturb neighboring exhibits or the conference sessions. NPMA reserves the right to determine at what point sound constitutes interference with others and must be discontinued. Due to licensing and copyright regulations by ASCAP/BMI regarding music at public meetings, conventions and shows, exhibitors may not play music during the exhibition, either live or recorded. Attendants, models, and other employees and representatives of Exhibitor must confine their activities to the contracted exhibit space. All solicitation, demonstration and other promotional activities (including mascots/ characters/hired entertainment) must be confined to the limits of the contracted exhibit space. NPMA reserves the right to remove exhibit personnel or remove an exhibitor from their contracted space without a refund if NPMA find an exhibitor is in violation of the above conduct guidelines. Exhibitor personnel and representatives may not enter the exhibit space or loiter in the area of another exhibitor without permission from that exhibitor, and at no time may anyone enter an exhibit space that is not staffed. Violators may be ejected from the Show. Exhibitor shall not photograph or video an exhibit or product of another exhibitor unless such photography or videography is approved in writing by the other exhibitor or Show Management. Booths must be staffed during all Show hours. No area of the Facility shall be used for any improper, immoral, illegal or objectionable purpose.

Buyer Activities. Exhibitors are not permitted to host or sponsor any event off the Show floor that attracts buyers during exhibit hours unless such event is approved in writing by Show Management.

Outboarding. “Outboarding” occurs when a company that is eligible to exhibit at the Show does not exhibit, but hosts buyers at a venue away from the Show during set-up days or Show days. Companies that engage in outboarding may be prohibited from exhibiting at the Show for one to three years as determined by the NPMA Show Committee and may be subject to loss of seniority points. Registration credentials will not be issued to any employee of a company prohibited from exhibiting due to outboarding.

Professional Conduct and Attire. Exhibitors should adhere to professional standards of behavior. All Exhibitor personnel and their contractors must wear appropriate apparel at all times. This requirement prohibits, among other items, bathing suits, thongs, lingerie, excessively short skirts, painted bodies and transparent apparel. Show Management reserves the right to make determinations on appropriate apparel. Business or business casual attire is recommended. Exhibitors who are uncertain with regard to compliance with the appropriate apparel and entertainment regulations are encouraged to consult with Show Management in advance of the Show.

Character of Display. Any materials not in keeping with the character and standards of the NPMA may not be distributed or utilized by any exhibitor. NPMA reserves the right to prohibit or evict any exhibit that, in the opinion of NPMA, detracts from the general character of the exhibition as a whole. This reservation includes persons, things, conduct, printed matter or anything of a character that the NPMA finds objectionable. In the event of such restriction or eviction, NPMA and its employees and agents shall not be liable for any refunds of rentals or other exhibit expenses.

Care of Exhibitor Space. Exhibitor must keep their booth clean, manned, and in good order. Exhibitor must leave their booth space in good order after the booth has been dismantled at the close of the show, and shall break down and dispose of all cardboard boxes and refuse. If an exhibitor fails to dispose of cardboard boxes and refuse, exhibitor shall incur a mandatory clean-up fee of $50.

Damages. Exhibitor is liable for any damage caused to the building floors, walls, curtains, drapes, standard booth equipment, or another exhibitor’s property.

Unoccupied Space. If exhibitor fails to occupy space contracted by the opening of the show or fails to comply in any other respect with the terms of this agreement without prior permission from NPMA, then NPMA shall have the right to use such space in any manner without releasing exhibitor from paying the sum agreed upon in the exhibitor contract.

Exhibitors are accepted at the discretion of NPMA staff and means no endorsement by NPMA or its officials.