2023 THOROUGHBRED MAKEOVER & NATIONAL SYMPOSIUM
VENDOR APPLICATION & AGREEMENT

This Vendor Agreement (this “Agreement”) made and entered into as of the date of application the (“Effective Date”), by and between the Retired Racehorse Project Ltd., a Maryland nonprofit corporation with an office at 3357 Hazelwood Road, Edgewater, Maryland (the “RRP"), and the applying vendor ("Vendor"), (each individually a “Party,” and collectively the “Parties”).

1. APPLICATION FORM - The Vendor Agreement Form is issued by the RRP.
a) No request for space will be finalized unless a FULLY COMPLETED APPLICATION, AGREEMENT AND APPROPRIATE FEES IN THE FULL AMOUNT have been received by the RRP.
b) NO APPLICATIONS ARE ACCEPTED, NOR SPACE RESERVED OR GUARANTEED, VIA TELEPHONE.
c) The RRP reserves the right to refuse any and all applicants or withdraw acceptance for unacceptable conduct or such other reasons as the RRP in its sole discretion elects.

2. ACCEPTANCE/PROCESSING - Receipt of application and fees is not an automatic guarantee of acceptance into the Trade Fair.
a) Applications must be received with payment in full prior to May 1st to receive Early Bird Rate.
b) When the Vendor Fair fills, applicants whose applications have already been received will be notified of waitlist status by the RRP office.

3. LOGOS/TITLES - The RRP logo and name, the Thoroughbred Makeover Symposium logo and name and/or any logos of event sponsors are protected by United States trademark laws. Logos may not be used without prior written authorization.

4. RIGHT OF EXCLUSION - The RRP reserves the right to exclude any person or firm from exhibiting, or to close the stand of any Vendor for conduct objectionable to the RRP, in its sole discretion. In the event of such exclusion or closure, the person or firm WILL NOT be entitled to any refund of the application fee.

5. ALLOTMENT OF SPACE
a) Applications for space shall be dealt with by the RRP in its sole discretion and the RRP shall determine the final position to be allotted to Vendors.
b) NO VENDOR MAY SUBLET THE WHOLE OR ANY PORTION OF ANY SPACE ALLOTTED TO HIM/HER without prior written permission from the RRP; the contractual vendor is wholly responsible for any supplier whose goods are exhibited in the vendor’s space.
c) Space provided is RAW space with cement floor. Pipe and drape, chairs, tables and electric are NOT included but may be rented through LEXPO Exposition Services (“LEXPO”).
d) VENDORS MUST USE SPACES PROVIDED AND DESIGNATED BY THE RRP.

6. VENDOR BADGES / PARKING PASSES
a) Vendors will receive one (1) complimentary digital Kentucky Horse Park parking pass, additional passes can be purchased for $20.00. Vendors are responsible for printing all parking passes prior to the event. DIGITAL COPIES WILL NOT BE ACCEPTED BY THE KENTUCKY HORSE PARK.
b) Vendors will receive two (2) complimentary vendor badges during move-in. Additional badges can be purchased for $5.00. Additional badge requests must be made prior to August 22nd.

7. SETUP OF STANDS
a) Goods, exhibits and units may arrive on the grounds NO EARLIER THAN TUESDAY, OCTOBER 10th.
b) All vendor booths MUST BE OCCUPIED BY 9:00 AM, WEDNESDAY, OCTOBER 11th. Vendors not checked in by 9:00 AM face loss of space and no refund.

8. OPENING HOURS - Thoroughbred Makeover National Symposium - Wednesday-Friday, October 11th - 13th; 9:00 AM to 5:00 PM daily; Saturday, October 14th 8:00 AM – 6:00 PM. Additional activities may be scheduled in the Covered Arena in the evening, and vendors are invited to stay open throughout. Hours of operation may fluctuate based on weather, hours of competition or administrative decisions made by the RRP.

9. DISMANTLING OF STANDS - Goods, exhibits and units MAY NOT BE REMOVED prior to the end of the Finale (approx. 6:00 PM) Saturday, October 14th and MUST BE REMOVED no later than 12:00 Noon, Sunday October 15th. Vendors renting items from any source other than LEXPO must ensure those items are removed by the 12:00 Noon deadline.

10. VEHICLES/PARKING
a) Vendors may temporarily load and unload at the Covered Arena before 7:30 AM and after 5:00 PM.
b) All vehicles must be parked in the general parking, over the footbridge outside the visitor’s center. Parking outside of the covered arena is strictly reserved for event personnel.
c) Vehicles associated with the Vendor Fair that are parked illegally will be towed in accordance with KHP Mounted Police policy, without notification to owner, at owner’s sole cost and expense.

11. REFUNDS - If a vendor must withdraw their booth reservation after they have paid, written notice is required, and refunds will be available as follows:
a) If notice is received prior to July 3rd, 75% of fees will be refunded.
b) If notice is received between July 3rd and August 7th, 50% of fees will be refunded.
c) If notice is received after August 7th, no refund will be issued.

12. RENTALS, ELECTRIC, SHIPPING, and MATERIAL HANDLING – Vendor services and rentals are provided by LEXPO. An information packet for reserving services with LEXPO will be made available by July 1st. Shipping directly to the Kentucky Horse Park is strictly prohibited and neither the RRP nor the Kentucky Horse Park will be held liable for lost, stolen, or damaged materials. ELECTRIC HEATERS OF ANY KIND ARE NOT PERMITTED.

13. GENERAL CONDITIONS
a) EXHIBIT PLACEMENT – No Vendor will be allowed to place exhibits of any type or description so that any part thereof projects beyond the limits of the space allotted, or in such a manner as to unduly obscure the exhibits of an adjacent stand in the RRP’s sole discretion. No promotional posters, fliers, materials, etc. may be hung inside the covered arena or around the Kentucky Horse Park.
b) FOOD AND BEVERAGES SALES – Vendors will not sell or distribute any alcoholic beverages or food to any person without separate permits and written permission of the RRP.
c) FIRE CODES – The Kentucky Horse Park will not allow the following inside of event facilities, which will be enforced by the Fire Marshal: any 2-wire appliances, any 2-wire extension cords, light duty cords for indoor use, any 3-way adapters unless specifically made for outdoors, any adapters without 3-wire connections, any cut or damaged cords. Wood or coal burning stoves, barbecues, and space heaters are not permitted.

14. INSURANCE – As a condition precedent to this agreement, all Vendors shall furnish to the RRP proof of comprehensive general liability insurance in a form, and in amounts, satisfactory to the RRP, naming the Retired Racehorse Project and the Kentucky Horse Park as additional insureds. The acceptability of this insurance coverage shall be in the sole discretion of the RRP, and the RRP reserves the right to prohibit the Vendor’s participation if the insurance coverage is not to the RRP’s satisfaction. PROOF OF INSURANCE MUST BE RECEIVED PRIOR TO OCTOBER 2nd OR VENDOR WILL NOT BE ALLOWED TO SET UP.

15. INDEMNIFICATION – Every Vendor shall indemnify, defend and hold harmless the RRP and the RRP’s officers, employees, directors, sponsors, agents and volunteers from any and all claims, demands, damages, actions, costs and charges to which the RRP may be subject or to which the RRP may have to pay by reason of any injury to any person or property, or loss of life or property resulting from or in any way connected with, the character, condition, or use of the premises or any means of ingress thereto or egress therefrom unless such injury or loss arises solely from the negligence of the RRP, and shall at his own expense, assume the defense of such claims and actions for damages arising out of such injuries or losses which may be brought against the RRP by a third person; and shall pay any such judgments that may be rendered in such actions.

16. MISCELLANEOUS
a. No Endorsement. The RRP's recognition of Vendor and allocation of Vendor space is not an endorsement of Vendor or its products or services and will not be described as such by either Parties.
b. Force Majeure. Neither Party shall be liable for failure to comply with any of the terms or conditions of this Agreement when such failure to comply has been caused by fire, war, insurrection, labor disturbances, work stoppages, terrorism, government restrictions, natural disasters, weather, pandemics, or acts of God beyond the reasonable control of the Parties, provided the Party so affected gives prompt notice to the other.
c. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties hereto with respect to the subject matter hereof.
d. Modification and Waiver. No modifications or amendment of this Agreement shall be binding unless executed in writing by each of the Parties hereto and no waiver of any of the provisions of this Agreement shall be binding unless executed in writing by the Party making the waiver.
e. Assignment and Binding Effect. The rights granted under this Agreement may not be assigned or transferred by Vendor (whether by operation of law or otherwise) without the express written consent of the RRP. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigned (if any).
f. Severability of Provisions. The invalidity or unenforceability of any provision set forth in this Agreement shall not affect the other provisions of this Agreement, which shall be construed in all respects as if such invalid or enforceable provisions were omitted or modified (consistent with the expressed intention of the Parties hereto) to the extent necessary to make such provision valid and enforceable.
g. Remedies. The Parties hereto acknowledge and agree that there is no adequate remedy at law in the event of a breach or threatened breach of any of the provisions of this Agreement and, therefore, each Party hereto shall have (in addition to any other remedy available at law), the right to seek specific performance of the terms of this Agreement or to seek injunctive relief in the event of a breach or threatened of this Agreement.
h. Governing Law. This Agreement is executed and delivered, and shall be governed, enforced and interpreted in accordance with the laws of the Commonwealth of Kentucky.
I. Headings. All headings in this Agreement are intended solely for convenience of reference, and such headings shall not be deemed to affect the meaning or construction of this Agreement.
j. Relationship of the Parties. The Parties hereto acknowledge and agree that nothing containing herein is intended to create, or shall be construed as creating, an agency, joint venture or partnership between the Parties. The Parties further agree not to refer to the other, in promotional materials or otherwise, in any capacity which would imply the existence of such a relationship.
k. Representations and Warranties. Each Party represents and warrants to the other that: (a) the execution, delivery, and performance of the Agreement have been duly authorized by all necessary actions, and (b) this Agreement is a valid and binding obligation of each Party enforceable against it in accordance with its terms.
l. Execution and Delivery. This Agreement may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier (or other commonly-used electronic means, such as PDF) shall be effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date.