Medical Automation [Healthcare for the future]

All exhibitors displaying for the Medical Automation International Conference 07, presented by the Medical Automation.org, to be held October 28-30, 2007, at the National Conference Center, Loudoun County, Virginia are required to make application, execute contract for space, and subscribe to these Terms and Conditions. Medical Automation.org reserves the right to change and modify the Terms and Conditions at any time.

Medical Automation.org reserves the right to determine, in its sole discretion, whether to accept applications and permit any Exhibitor to participate in the exhibition for the Medical Automation International Conference 07.

“Authority” shall mean Loudoun County, a political subdivision of the Commonwealth of Virginia.
“Center” shall mean the National Conference Center having an address at 18980 Upper Belmont Place, Lansdowne, VA 20176
“Medical Automation” shall mean the organization with the title, Medical Automation.org., having as address at P.O. Box 3608, Charlottesville, VA 22903.
“Medical Robotics” shall mean Medical Robotics, LLC, having an address at 1841 Fendall Ave., Charlottesville, VA 22903
“Conference” shall mean the Medical Automation International 07 conference
“Conference time” shall mean 6 PM, October 28th until 5:00 PM, October 30th
“Event” shall mean the Medical Automation 2007conference and exhibition.
“Agreement” shall mean the combination of the following three documents to form the“Contract” between Medical Robotics, LLC and Medical Automation.org:
(1) Terms and Conditions (pages x-x of Exhibitor Prospectus)
(2) Exhibitor Registration Form (pages x-x of Exhibitor Prospectus)
“Exhibitor” shall mean the entity, its parent corporation, and any subsidiaries on whose behalf the Agreement was entered into.
“Space” shall mean the booth(s) and/or workshop or hospitality rooms assigned to the Exhibitor by the Conference.
NOTE: Workshop and/or hospitality rooms are available for rental only to exhibitors renting booth place.

The Conference accepts for processing only those applications that are completed with all required information, signed by an appropriate representative of the Exhibitor, and accompanied by the required payment. All payments must be made in U.S. currency. Space is not confirmed until payment is received.

Exhibitors understand and acknowledge that any cancellation of an Exhibitor’s Agreement will cause MEDICAL AUTOMATION substantial damages (including, without limitation, significant administrative time and expense). In the event of any cancellation, Exhibitor agrees to pay a fee based on the following percentage of their booth space cost as liquidated damages, regardless of whether MEDICAL AUTOMATION seeks to and/or resells Exhibitor’s space, and/or fills the Exhibit Hall:

Before July 20, 2007 - Exhibitor will pay a fee equal to 50% of the total booth space cost.
After July 20, 2007 - Exhibitor will pay a fee equal to 100% of the total booth space cost.

If MEDICAL AUTOMATION for any reason has to cancel the event, MEDICAL AUTOMATION upon its own discretion will determine if reimbursement of any kind will be made.

During the Event, Exhibitor shall use the space only for the exhibit or display of equipment and/or materials manufactured, licensed, distributed and/or sold by Exhibitor. Exhibitor shall not sublet or share the space with any other person or party, except with the prior written consent of the MEDICAL AUTOMATION which consent may be withheld at the MEDICAL AUTOMATION’s sole discretion. In no event shall Exhibitor conduct exhibitions, seminars, or distribute literature either outside the Conference Center or in any non-rented space within the Center at any time during Conference Week. If the Exhibitor violates this Agreement, the MEDICAL AUTOMATION may, at its option, remove from the Center Exhibitor's exhibit, including all equipment and/or materials belonging to Exhibitor. Exhibitor shall pay the reasonable costs of removal without liability on the part of the Conference for any damage, loss, or expense of any sort whatsoever. No exhibit may span an aisle by overhead construction unless schematic is submitted to and approved by the MEDICAL AUTOMATION in advance. All schematics submitted must be done 30 days prior to the event. Exhibit back wall may not exceed 8 feet in height, including signage. Sidewalls may not exceed 4 feet in height. No booth may block the view of surrounding booths; booth must have adequate see-through area. Specific guidelines concerning height restrictions and booth layout will be provided in the service kit prior to the Event. Exhibitors shall be responsible for properly maintaining their space. Exhibitors may not place anything in the aisles during exhibit hours. The Conference reserves the right to limit or restrict operations, which for any reason might be considered objectionable in its sole discretion, without any liability for refund or damage.

No copyrighted material shall be displayed and no copyrighted musical composition shall be played or sung, whether amplified, televised, in the form of a mechanical recording or personal rendition, or otherwise, in connection with any use of the Center, unless Exhibitor has first obtained all approvals and paid any license fee or other fee required by the copyright owner. The MEDICAL AUTOMATION and the Authority shall not be liable for and expressly disclaim all liability for infringement or alleged
infringement of the trademarks, copyrights, or other intellectual property of any third party arising out of the action of any Exhibitor.

Distribution of promotional material, samples, catalogs, pamphlets, or publicity, except in the Exhibitor’s Space;
Use of disruptive audio equipment;
Use of noisy electrical or mechanical equipment;
Wearing of unofficial badges or company name plates, except in addition to official Event badge;
Entry into another Exhibitor’s booth without permission of that Exhibitor;
Photographing or examining another Exhibitor’s booth without permission from that Exhibitor;
Use of balloons;
Demonstrations which create an interference with neighboring exhibits or with the normal traffic flow in the aisles;
Demonstrations or activities which create a fire, safety or health hazard;
10) No exhibitor-sponsored functions shall be held outside of the leased exposition space during the Event without the written permission of the MEDICAL AUTOMATION. Solicitation or advertisement of any type in the Center (outside of the exhibitors rented space) or at the Hotels, by either Exhibitor or Exhibitor’s contractor(s) is strictly prohibited. This provision insures there are no conflicts with MEDICAL AUTOMATION-sanctioned special events, the official times of the MEDICAL AUTOMATION event, and helps to track potential conflicts between exhibitor-sponsored functions;
Any action, practice or activity which violates any of the 2007 display rules and regulations. Any display or conduct by Exhibitor that unnecessarily obstructs neighboring booths or interferes with free passage in the aisles will not be permitted. The MEDICAL AUTOMATION reserves the right to force re-arrangement or removal of any exhibit which, in the MEDICAL AUTOMATION’s opinion and sole discretion, does not comply with this requirement or to remove any personnel or exhibit for conduct which violates this requirement.
Unethical conduct or infraction of rules by the Exhibitor will subject the Exhibitor to removal from the Center.

The enforcement of these practices and the Terms and Conditions, including without limitation the removal of Exhibitor and Exhibitor’s exhibit from the Center and the Event, is within MEDICAL AUTOMATION’s sole discretion. This determination shall be at the sole discretion of the MEDICAL AUTOMATION. Exhibitor understands and agrees that no refund is due or shall be made and further that no demand for redress will be made by the Exhibitor under any circumstance. The above list of prohibited conduct is provided to highlight certain prohibited activities, and is neither inclusive nor intended to limit the scope or extent of prohibited activities. Any infraction may cause loss of priority points at the discretion of the MEDICAL AUTOMATION board for future exhibit space allocation consideration.

Exhibits must be fully installed between noon and 5 PM on Sunday, October 28, 2007. After this hour, no installation work will be permitted without special permission from the MEDICAL AUTOMATION. All exhibits must remain intact until 2 p.m. on Tuesday, October 30, 2007 and may not be dismantled or removed until that hour. Early teardown will affect Exhibitor’s participation in future events. Breakdown must be complete by 5 PM.

All representatives of Exhibitor must prominently wear the official Event badge at all times while in the Center and comply with all other badge and security requirements mandated by the Conference. During Event Hours, the Exhibitor's booth must be staffed at all times by a representative or employee of Exhibitor. Exhibitor may only badge their own employees, representatives of the company and/or distributors. Exhibitors will be held responsible for the behavior of anyone who registers as one of these categories. Each booth receives one full conference registration and an unlimited number of exhibitor personnel passes. Any additional full conference registrations may be purchased by paying the applicable conference fee. Guests of exhibitors must register by using MEDICAL AUTOMATION’s online registration process.

Each exhibiting company is entitled to a one-time use of the pre-conference list of advance registrations. Exhibitor agrees to use the MEDICAL AUTOMATION mailing list ONLY for promoting their presence at MEDICAL AUTOMATION Medical Automation International 07. Exhibitor assumes all mailroom and postage costs.
Space Assignment Deadline for Reservations: September 1, 2007 The MEDICAL AUTOMATION reserves the right to assign the Space and to regulate the use of the Space or the design and appearance of any booth or seminar room. This assignment designation and regulation shall be at the sole discretion of the MEDICAL AUTOMATION. MEDICAL AUTOMATION will consider Exhibitor’s booth location request. MEDICAL AUTOMATION will be assigning booth space according to a new priority point system. The MEDICAL AUTOMATION reserves the right to relocate booths if absolutely necessary. The MEDICAL AUTOMATION cannot guarantee that a company will not be placed near a competitor. In the event of a conflict regarding space, the MEDICAL AUTOMATION reserves the right to assign space, rearrange the floor plan, relocate any space or cancel the Event at any time prior to the exhibit opening. Prime locations will sell quickly. Refer to the enclosed floor plan to indicate your
booth(s) preference on the exhibitor form.

The MEDICAL AUTOMATION does not warrant or guarantee the presence of guards at any particular time or place in the Center. The Conference shall have no duty or obligation to safeguard or insure Exhibitor's property or personnel and by its entering into the Agreement, Exhibitor understands and agrees that Exhibitor is solely responsible for protecting and securing its property and personnel. Exhibitors are responsible for their own material. If constant surveillance of exhibit equipment or supplies is necessary, Exhibitors must make their own arrangements for security.

All property of exhibitor is understood to remain under his/her custody and control in transit to or from or within the confines of the exposition hall. Subject to the rules and regulations of the exposition, Exhibitors must carry insurance and name MEDICAL AUTOMATION as additional insured to cover loss or injury to Exhibitor’s personnel and property and against injury to the person and property of others. MEDICAL AUTOMATION, the Authority, and any other third party are not required to carry insurance to cover Exhibitor’s employees, property, and/or any other injury or loss suffered by Exhibitor.

Exhibitors are prohibited from holding, and expressly agree not to hold, any activity that, in the Conference’s sole discretion, may create an adverse effect on attendance during Medical Automation expo hours. If clarification is needed on a specific activity, please submit to the Conference for approval.

The serving of alcoholic beverages by Exhibitors in any part of the exhibit area is strictly prohibited.

The Exhibitor assumes all responsibility for compliance with local, city and state safety, fire and health ordinances covering installation and operation of equipment. Exhibitor shall not use or permit flammable materials such as bunting, tissue paper, crepe paper, or other flammable items for decorations. All other materials used for decorative purposes must be flame-proofed and approved by the Authority’s Fire Department. In addition, Exhibitor shall not, without the prior written consent of the MEDICAL AUTOMATION, put up or operate any engine or motor or use oils, burning fluids, camphene, kerosene, naphtha, gasoline, or any other flammable chemical, for mechanical or any other purposes, or any agent other than electricity for illuminating any part of the Center. Subject to the foregoing, Exhibitor shall restrict the use of Hazardous Materials to those kinds of materials in small quantities that would be normally expected in conducting the activities. Such Hazardous Materials shall only be used in a safe and prudent manner, in full compliance with applicable local, city and state laws, rules, and ordinances, and Exhibitor shall take all necessary precautions to prevent releases of Hazardous Materials. Under no circumstances shall Exhibitor store, dispose, or permit storage or disposal of any Hazardous Materials at the Center.

Exhibitor covenants and agrees that it will protect, save, and keep the MEDICAL AUTOMATION and the Authority forever harmless and indemnified against and from-

(i) any penalty, damage or charges including reasonable attorney's fees imposed for violation of any law or ordinance occasioned by the act or neglect of Exhibitor or those holding under Exhibitor,

(ii) all claims, loss, liability, judgment, cost, damage or expense including reasonable attorney’s fees arising out of or from any accident, conduct, or other occurrence causing injury or death to any person or damage to any property on or about the Center occasioned by any act, omission or negligence of Exhibitor, its employees, representative, agents and those persons attending the Event
at the specific request or invitation of Exhibitor, and

(iii) all claims, losses, liability, judgment, cost damage or expense including reasonable attorney’s fees, arising out of or occasioned by any failure of Exhibitor in any respect to comply with and perform all the requirements and provisions of the Agreement. Exhibitor shall be solely and fully responsible and shall indemnify and hold the MEDICAL AUTOMATION harmless Medical Automation from and against all loss, damage, liability (including all foreseeable and unforeseeable consequential damages) and expense (including, without limitation, the cost of any required clean-up and remediation of the Hazardous Materials) arising as a result of the presence or clean-up of Hazardous Materials at the Center caused in whole or in part by Exhibitor. As used herein, the term “Hazardous Material” shall mean any substance or material which has been determined by any state, federal or local government authority to be capable of posing risk of injury to health, safety, or property including all of those materials and substances designated as hazardous or toxic or any materials regulated in any way by the U.S. Environmental Protection Agency, the Commonwealth of Virginia , and/or any other governmental agency now or hereafter authorized to regulate materials and substances in the environment.

Exhibitors are liable for any damage caused by fastening displays or fixtures to the building floors, walls or columns, or to standard booth equipment or for damage caused in any other manner. Exhibitors may not apply paint, lacquer, adhesives or any other coating to building columns, floors or standard booth equipment. Exhibitor understands and agrees that the MEDICAL AUTOMATION has only licensed to use the Center. The Conference is not in any way responsible for the condition or maintenance of the Center. Exhibitor understands and agrees that all of the Exhibitor’s personal property of every kind or description, which may at any time be in the Center, shall be at the Exhibitor’s sole risk, or the risk of those claiming under Exhibitor. The MEDICAL AUTOMATION and the Authority shall not be liable for, and specifically disclaim, any damage to Exhibitor’s property or loss suffered by any cause whatsoever including but not limited to water from any source whatsoever or from the bursting, overflowing or leaking of sewers or steam pipes or from heating or plumbing fixtures or from electrical wires or from gas or odors caused in any other manner whatsoever. The Exhibitor shall be responsible for any and all reasonable costs to be paid to the Authority to restore any damage to the Center caused by the Exhibitor's personnel and employees. The Exhibitor is also responsible for any damages or expense if because of the act or neglect of Exhibitor’s agents or employees, Exhibitor fails to vacate the Center by Tuesday, October at 8:00 p.m. Amendments The Conference reserves the right to interpret, amend, and enforce these Terms and Conditions. Written notice of any amendments shall be given to each Exhibitor. Each Exhibitor, for itself, its parent company, any subsidiaries, for himself/herself, his/her agents, and employees agrees to abide by all terms and conditions set forth herein, and by any subsequent amendments or interpretations.

Any Exhibitor not abiding by the terms and conditions set forth herein may forfeit the right to participate in future exhibitions, may be asked to leave the Event, and may be Medical Automation subject to additional penalties. In addition MEDICAL AUTOMATION requires exhibitors to adhere to (and pay the consequence for failure to comply with) all rules established by the Convention Center (Authority), which may be amended by the Authority from time to time.