THIS AGREEMENT made and entered into the day of 2024, by and between The Junior League of Syracuse, Inc. (hereinafter referred to as “Junior League”), a non-profit corporation organized under the laws of the State of New York, and whose address is , (hereinafter referred to as “Merchant”),

WHEREAS, the Junior League proposes to conduct a holiday shopping marketplace known as “The Holiday Shoppes” at the New York State Fair, John Deere Horticulture Building on November 8, 9, and 10, 2024 and Merchant is desirous of renting space for the sale of its merchandise described infra at The Holiday Shoppes on the terms and conditions herein specified,

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Junior League and Merchant agree as follows:

FIRST. The Junior League agrees to furnish to the Merchant, and the Merchant agrees to rent and lease from the Junior League, a booth for the display and sale of Merchant’s merchandise for The Holiday Shoppes. Such booth shall be of the size indicated by the Junior League in the space provided immediately to the right of the appropriate booth size listed below. This size will be subject to change depending upon approval of the Junior League and space available in The Holiday Shoppes. Merchant hereby agrees to pay to the Junior League rental for such booth in the amount stated below for the size booth so rented, which rates shall include reasonable and ordinary electrical usage. Merchant will also agree to keep their merchandise inside the allotted area assigned to their booth space.

SECOND. In order to ensure reservation of space for Merchant, this Agreement must be returned to the Junior League fully executed by October 15, 2024, accompanied by the balance amount of booth space fee (less corresponding deposit) and either a certificate of insurance or a signed Merchant Release and Waiver of Liability. If a signed Agreement and full balance of booth payment is not received by this date, it shall be considered null and void unless otherwise agreed in writing by the Junior League

All vendors who pay in full will be assigned booth space prior to the show. Please note, contracts that are not paid in full by October 15, 2024 are not guaranteed their preferred booth space. Those with unpaid balances as of October 15, 2024 will receive the booth space that is available.

Merchant shall be liable for the balance of the booth rental fee (less deposit) on or before October 15, 2024, unless prior to that time Merchant shall give written notice to the Junior League that Merchant does not intend to participate in The Holiday Shoppes. In the event that Merchant fails to pay in full on or before this date, or fails to notify the Junior League of its intent not to participate in The Holiday Shoppes by October 15, 2024, the Junior League will be entitled to retain the full amount of the deposit and any portion of the rental previously paid, and to assign the booth reserved for Merchant to another party. In addition, the Junior League shall be entitled to immediate payment of the entire balance owing for any unpaid rental fee by Merchant if Merchant notifies the Junior League after October 15, 2024 that it will not be participating in the Show and if the League cannot fill the booth assigned to that Merchant, unless otherwise arranged in writing with the Junior League.

Junior League reserves the right to cancel this Agreement at any time, provided that written notice of such cancellation is given to the Merchant and any amounts remitted by Merchant as deposit or rental payments shall be refunded to the Merchant at that time.

Booths will be assigned according to the date full payment is received for the total balance of the booth rental fee and the number of years participating. Location of booths assigned to exhibitors is within the discretion of the Junior League.

THIRD. Merchant agrees to ship all merchandise ordered at The Holiday Shoppes to the appropriate customers on or before December 10, 2024. In the event that any of such ordered merchandise cannot be shipped by such date, Merchant shall notify each customer ordering such merchandise in writing and upon request of such customer will return promptly any deposits or purchase price payments made by such customer.

Merchant agrees to indemnify and hold harmless the Junior League from and with respect to any claims, expenses or other liability, including reasonable attorneys' fees and disbursements, arising out of or in connection with the delay or failure of Merchant to deliver any merchandise ordered at The Holiday Shoppes.

FOURTH. Merchant will use the booth rented hereunder solely for the purpose of displaying merchandise for sale at The Holiday Shoppes. Junior League will provide a number identifying the Merchant's booth and one covered table and chair per booth rental. Merchant shall be responsible for providing signage and shelving as needed. Merchant may lease additional covered tables, chairs, and other items for use in the booth from the Junior League at an additional cost (Contracted directly between the show decorator, Century Party Rental. located at 933 Church St, N Syracuse NY, and the Merchant) over and above the booth rental fees listed supra. Please note, merchants are not permitted to rent additional pipe and draping directly from Century Party Rental to increase their booth size. Any and all changes to booth sizes must be applied for and approved by the Junior League and paid for in accordance with our booth fee structure. If you need a booth size that exceeds 10 x 40, please contact the Junior League of Syracuse for pricing information.

In order to avoid undue duplication of displays, Merchant agrees to limit its display to Merchant's own merchandise and to merchandise as described infra and agreed upon by Junior League and Merchant in advance of the Show.

Merchant will not display the merchandise of any other party in its booth or share its booth with any other party without the prior written consent of Junior League and unless such other party has agreed in writing to be bound by the terms of this Agreement.

Merchant's use of the booth, including, without limitations, signage and displays, will be in conformance with the guidelines and rules of the Junior League concerning displays and use of booths. Such guidelines are hereby incorporated by reference and made a part of this Agreement.

FIFTH. The following is the general description of the merchandise to be displayed by Merchant at The Holiday Shoppes:

Under no circumstances shall Merchant sell, display or offer for sale any other merchandise without the express written approval of The Holiday Shoppes Merchant Chairpersons. The Junior League will not allow any merchandise that it feels is inappropriate for the event. The Junior League will not allow merchandise with offensive language and/or sexual content. The Junior League reserves the right to require items to be removed from the booth.

SIXTH. Merchant will move in and arrange its merchandise between the hours of 12:00 PM and 7:00 PM on Thursday, November 7, 2024 and/or 8:00 AM and 11:00 AM on Friday, November 8, 2024. There will be no move-in allowed before this time. Merchant is to check in with Junior League in the rear of the building prior to setting up at booth. If Merchant fails to exit the Show facility by 7:00 PM on Thursday, Merchant agrees to reimburse the Junior League for any and all additional costs and other related expenses the Junior League shall incur from the New York State Fairgrounds due to this delay.

Merchant agrees to keep his/her/its booth open at all times during all open hours of The Holiday Shoppes. Merchant will not begin packing merchandise for removal prior to 4:00 PM on Sunday, November 10, 2024, and Merchant must leave The Holiday Shoppes no later than 7:00 PM on the same date.

If Merchant fails to have all of his/her merchandise out by Sunday, November 10, 2024 at 7:00 PM, Merchant agrees to reimburse the Junior League for any and all removal, storage, additional rental costs and other related expenses the Junior League shall incur due to the Merchant's untimely removal.

SEVENTH. Merchant agrees to collect and be responsible for payment of New York State sales tax and other applicable taxes on sales of merchandise by Merchant, and to comply with all requirements of the New York State Department of Taxation prerequisite to or otherwise applicable to the sale of merchandise.

EIGHTH. Merchant shall assume all risks with respect to Merchant's merchandise, including fire, theft and any other type of damage or loss, and any insurance thereon must be provided at the expense of the Merchant. The Junior League requires that either a signed Merchant Release and Waiver of Liability or a Certificate of Insurance naming The Junior League of Syracuse Inc, 431 East Fayette Street, Suite 225, Syracuse, NY 13202, as other insured be submitted with the return of this contract.

Merchant agrees to indemnify and hold harmless the Junior League from and against any losses, expenses, claims suits, judgments or liabilities (including reasonable attorney's fees and disbursements) resulting from faulty or defective merchandise purchased and/or ordered at the Holiday Shoppes, from the acts or omissions of any employees, agents, or representatives of Merchant, from injury to any individual or damage to property resulting from unsafe installation or arrangement of Merchant product display, or from any violation of any provision of this Agreement or any applicable laws, rules or regulations, including but not limited to any rules of the New York State Fair.

Neither the Junior League of Syracuse, Inc. or its event "The Holiday Shoppes" shall be liable to the Merchant, or his/her employees, agents or representatives for personal injury (including death) or property damages or loss of any kind arising out of or in connection with the operation of The Holiday Shoppes.

NINTH. Merchant agrees to participate in the following way:

Raffle Requirement: Provide an item with a retail value of $50 or above for The Holiday Shoppes raffle;
Raffle item will be presented on Thursday or Friday, the set-up day, upon check-in with the Junior League. If the raffle item is not presented upon check-in, booth set up will not be allowed until the item is presented.

TENTH. Arrangements are available if Merchant will be utilizing a camper or other type of overnight vehicle on the New York State Fairgrounds. Merchant shall pay the Junior League a per day fee for each camper that remains on the premises of the New York State Fairgrounds overnight. The additional cost for such usage is based on the per day rate established by the NYS Fairgrounds and hook-up needs. Payment for this additional service is to be made to the Junior League upon arrival of the Merchant at The Holiday Shoppes event; to wit, November 7, 2024 or November 8, 2024.

Arrangements can also be made if Merchant requires electricity that exceeds 1000 volts. Merchant is to notify the Junior League prior to October 31, 2024 so that appropriate arrangements can be made. There will be an additional cost for this supplemental service as determined by the Junior League.

Arrangements for telephone and internet service that exceeds standard and customary usage must be made by Merchant. For more information, please refer to nysfair.org/non-fair- rental-information/event-producers-faq. Cellular telephones may be used.

ELEVENTH. Any sums due Junior League hereunder and not timely paid shall bear interest at the maximum contract rate allowed by New York State law from the date payment is due; and the Merchant shall further be liable for any cost of collection, including reasonable attorney's fees.

TWELFTH. Merchant is required to comply with all rules, regulations and laws including obligations contained in the Agreement between the Junior League and the New York State Fair.

THIRTEENTH. No smoking, vaping, or the like is permitted in any part of the building.

FOURTEENTH. Merchant cannot assign this Agreement to any other party. Any attempt to assign this Agreement by Merchant will be null and void and constitute a breach of this Agreement.

FIFTEENTH. Failure to comply with any covenants or agreements contained herein may result in Merchant's ineligibility for future Holiday Shoppes participation.

SIXTEENTH. This Agreement, when executed by Merchant, shall constitute an offer from Merchant to Junior League upon the terms and conditions set forth above. When this Agreement has been executed by Junior League subsequent to its execution by Exhibitor, it shall automatically become a contract binding upon the parties.