BBQ INDEPENDENT VENDOR
________________________ (referred to as "Vendor") desires to participate as a vendor in the Smokin’ on the Creek Barbecue Cookoff (hereinafter referred to as the "Event") provided by HIDDEN HARBOUR MARINA, LLC, HIDDEN HARBOUR INN, LLC, WHITMAN BROTHERS, INC. d/b/a SOUTH COUNTY CAFÉ and PROJECT DEALE (each an “Organizer” and collectively, the “Organizers”) on June 3, 2023 (the “Event Date”). In consideration of being permitted by the Organizers to participate in the Event and in recognition of the Organizers’ reliance hereon, Vendor hereby agrees to all the terms and conditions set forth in this agreement (this "Agreement").
1. Booth Space. Upon acceptance and approval of this Agreement, the Organizers shall provide Vendor with booth space on grounds of the Event (the “Festival Site”). All booth spaces granted by the Organizers are 10’ x 10’ or 20’ x 10’ unless otherwise noted. Vendor must provide its own tents, tables, and chairs. Special requests made to Organizers will be considered but not guaranteed.
2. Setup and Operating Hours. Vendor shall be provided access to the Festival Site beginning at 7:00AM on the Event Date, and shall complete any and all necessary setup of its booth by 10:00AM on the Event Date. Vendor hereby agrees and acknowledges to be open for business to all attendees on the Event Date from 11:00AM to 7:00PM (the “Festival Hours”). During Festival Hours, Vendor shall be required to keep its booth clean from any and all trash or debris. Breakdown of Vendor’s booth shall not be permitted until 6:00PM on the Event Date. Vendor shall be required to have fully vacated the Festival Site by no later than 9:00PM on the Event Date unless otherwise agreed upon by Organizer.
3. Electric. In the event Vendor requires an electrical power supply for the operation of Vendor’s booth, the Vendor shall communicate such need to the Organizers upon submission of this Agreement. The Organizers shall review and approve each request for an electrical power supply on a case-by-case basis. Any electrical power supply provided by the Organizers shall require an additional $25 fee to be paid by Vendor in advance of the date of the Event.
4. Parking and Traffic. Vendor shall be required to follow all instruction provided by Organizer representatives regarding the operation and parking of vehicles on the Festival Site during the Event. Vehicles will be permitted in the event area on a rolling basis for 1 hour. Your vehicle entry time will be communicated via email. Any vehicles used to setup the Vendor’s booth shall be required to be moved and parked in the designated parking area before the end of the allotted 1 hour time frame on the Event Date. For the avoidance of doubt, absolutely no vehicles shall be permitted on the Festival Site following 10:00AM on the Event Date without the advance consent of Organizers.
5. NEW - Vendors Meeting - Vendors will be required to be present at a vendor meeting on June 2nd at 4pm. If it is not possible to be present at that time, a zoom link will be provided. Vendors will receive all of their locations, information and tickets at this time.
6. Permitted Sales and Tax. Any items Vendor desires to sell and/or market during the Event shall be disclosed on the attached exhibit. The Organizers reserve the right to order the removal of any item, in whole or in part, without any refund of any fee paid to the Organizers in connection herewith that, in the sole opinion of the Organizers: (a) would be harmful to the participants and attendees of the Event; or (b) are not in keeping with the overall theme of the event. Vendor shall be responsible for all of your respective transaction expenses including, but not limited to, any sales taxes (currently 6% in the State of Maryland). For the avoidance of doubt, a list of all vendors participating in the Event is provided to the Maryland Comptroller’s Office prior to the Event Date. To receive Vendor’s Maryland sales tax identification number, please call the taxpayer service help line at 1-800-638-2937
7. License Compliance. In advance of the Event Date, Vendor shall have obtained all appropriate licenses and permits required by the Anne Arundel County Department of Health for any food or beverage to be sold by Vendor on the Event Date. All sales of food and beverages on the Event Date must comply with all applicable health code requirements. A copy of all required licenses and/or permits shall be provided by Vendor to the Organizers prior to setup on the Event Date.
8. Rules of Conduct. The Organizers adhere to a zero-tolerance policy that applies to any conduct that has the purpose or effect of creating an intimidating, hostile or offensive work environment. Vendor must notify all Vendor’s employees to adhere to this policy during their participation at the Event Site. Vendor is responsible for ensuring compliance with this policy and ensuring that all employees under Vendor’s supervision are fully aware of this policy and appropriate complaint procedures. Violation of this policy will result in appropriate corrective action that the Organizers may, within its sole discretion, determine to exercise, including but not limited to, immediate removal of any offending employee or termination of Vendor’s booth space at the Event Site, and forfeiture of any fees paid to Organizers in connection therewith. For the avoidance of doubt, the Organizers prohibit all forms of harassment including: any demeaning, insulting, embarrassing or intimidating behavior directed at any individual located on the Event Site. The Organizers specifically ban unwelcome sexual advances or physical contact, sexually orientated gestures and statements, and the display or circulation of sexually orientated pictures, cartoons, jokes or other material. The Organizers also prohibit engaging in any hostile contact, intimidation, threats or such actions or violence, or any other actions that may be considered threatening or hostile in nature while on the Event Site.
9. Advance Notice of Cancellation. Vendor may cancel your scheduled booth on the dates of the Event by providing written notice of cancellation to the Organizers no later than thirty (30) days prior to the Event Date and shall only be reimbursed for any prior fees paid to Organizers in the event Vendor’s scheduled booth can be resold prior to the Event Date. Failure by Vendor to provide sufficient written notice of cancellation shall result in forfeiture of any prior fees paid to the Organizers. In all events, any cancellation by Vendor shall be subject to a $50 cancellation fee. There shall be no refund of any fees paid to the Organizers should the Event be cancelled by the Organizers in accordance with the terms set forth in Section 9, below.
10. Cancellation by Organizers. The Organizers may terminate this Agreement at any time prior to the commencement of the Event for any reason as deemed necessary by the Organizers including, but not limited to: (a) inclement weather; (b) conditions at the Festival Site deemed unacceptable for the operation of the Event; (c) Vendor’s inability to perform under this Agreement; (d) any local, state, or federal ordinance, order, mandate, or law that prohibits the Event or large gatherings of people; (e) any Force Majeure event.
11. Force Majeure. Each Organizer hereto shall be excused from default or delay in the performance of its obligations hereunder, if and to the extent that such default or delay is caused by an act of God, or other causes beyond its reasonable control including, but not limited to, utilities breakdown, incurable power outage or shortage, war, acts of terrorism (or related security or safety concerns), pandemic, epidemic, state of emergency, acts of government or any agency thereof that cause this Agreement to not be performed, natural disasters, fire, war, strike, inclement weather conditions, or incurable damages on the Festival Site.
12. Assumption of Risk. VENDOR AGREES AND ACKNOWLEDGES THAT THE EVENT INVOLVES POTENTIALLY DANGEROUS ACTIVITIES AND INVOLVES THE RISK OF SERIOUS INJURY, DISABILITY, DEATH, AND/OR PROPERTY DAMAGE. VENDOR AGREES AND ACKNOWLEDGES THAT ANY INJURIES THAT VENDOR SUSTAINS MAY RESULT FROM OR BE COMPOUNDED BY THE ACTIONS, OMISSIONS, OR NEGLIGENCE OF THE ORGANIZERS, INCLUDING NEGLIGENT EMERGENCY RESPONSE OR RESCUE OPERATIONS OF THE ORGANIZERS. NOTWITHSTANDING THE RISK, VENDOR ACKNOWLEDGES THAT VENDOR IS KNOWINGLY AND VOLUNTARILY PARTICIPATING IN THE EVENT WITH AN EXPRESS UNDERSTANDING OF THE DANGER INVOLVED AND HEREBY AGREES TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DISABILITY, DEATH, AND/OR PROPERTY DAMAGE ARISING FROM THE EVENT, WHETHER CAUSED BY OR THAT MAY RESULT FROM THE NEGLIGENCE OF THE ORGANIZERS, ANY PARTICIPANT IN THE EVENT, OR ANY INDIVIDUAL LOCATED ON THE EVENT GROUNDS, TO THE FULLEST EXTENT PERMITTED BY LAW.
13. Waiver and Release. Vendor hereby expressly waives and releases any and all claims, now known or hereafter known, against the Organizers, and their officers, directors, managers, employees, agents, affiliates, shareholders, members, successors, and assigns (collectively, "Releasees"), for: (i) any injury, disability, death, or property damage arising out of or attributable to Vendor’s participation in the Event, whether arising out of the negligence of any Organizer, any Releasees, or any other participants, to the fullest extent permitted by law; and (ii) any lost profits, exemplary, punitive, special, incidental, indirect, or consequential damages, regardless of whether such damages were foreseeable or whether any party or any entity had been advised of the possibility of such damages. Vendor covenants not to make or bring any such claim against any Organizer or any other Releasee, and forever release and discharge each Organizer and all other Releasees from liability under such claims.
14. Indemnity. Vendor shall defend, indemnify, and hold harmless each Organizer and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims (actual or alleged), actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by each Organizer or any other Releasees, arising out of or resulting from any claim related to Vendor’s participation in the Event, including any claim related the negligence of Vendor, its employees, subcontractors, representatives, or agents, as well as the negligence of any Organizer, its employees, subcontractors, volunteers, representatives, or agents.
15. Insurance and Medical Treatment. Vendor agrees and acknowledges that the Organizers do not assume any responsibility for or obligation to provide financial assistance or other assistance, including but not limited to, medical, health, or disability insurance of any nature in the event of any injury, illness, death, or damage to or loss of property by Vendor, its employees, subcontractors, representatives or agents. Notwithstanding the foregoing, Vendor hereby consents to receive medical treatment deemed necessary if Vendor or any of its employees, representatives, or agents are injured or require medical attention during Vendor’s participation in the Event. Vendor agrees and acknowledges Vendor is solely responsible for all costs related to such medical treatment and any related medical transportation and/or evacuation. Vendor hereby releases, forever discharges, and holds harmless each Organizer from any claim based on such treatment or other medical services.
16. Publicity Release. In exchange for participation in the Event, Vendor hereby grants to the Organizers and each of its subsidiaries, affiliates, agents, advertising or promotional agencies, and partners, and all such entities’ officers, directors, agents, employees, respective successors and assigns (collectively, the “Authorized Parties”), the absolute and irrevocable right and permission to use, publish, broadcast and/or copyright the use of Vendor’s name, address, voice, photograph, and/or likeness, caricature, and personal information, in its current form or as retouched, digitized, cropped, altered, distorted or modified in any way, in any and all advertising, promotional, or other materials based upon or derived from Vendor’s participation in the Event in any manner, in any media whatsoever for any and all purposes, including by way of example, but without limitation, advertising, promoting, or publicizing products and services throughout the universe, in perpetuity, in any and all media now known or hereafter devised, without compensation. Vendor further agrees that anything derived therefrom will be owned solely by the Authorized Parties. Vendor shall not authorize the use of any print, negative, or other copy thereof by anyone other than the Authorized Parties.
17. Miscellaneous. This Agreement constitutes the sole and entire agreement of the Organizers and Vendor with respect to the subject matter contained herein. Any prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, are invalid and nonbinding on the parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions will remain in full force and effect as if this agreement has been executed without the invalid provision. This Agreement is binding on and shall inure to the benefit of the Organizers, their successors and assigns, and Vendor and its heirs, beneficiaries, and personal representatives. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction). Any claim or cause of action arising under this Agreement may be brought only in the federal and state courts located in Anne Arundel County, Maryland, and Vendor hereby consents to venue in, and the exclusive jurisdiction of, such courts.
BY SIGNING BELOW, VENDOR AGREES AND ACKNOWLEDGES THAT IT HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT AND THAT IT IS VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING THE RIGHT TO SUE THE ORGANIZERS.