NOA Partner/Exhibitor Terms & Conditions
This Agreement (the Agreement), made to be effective as of the date signed (the Effective Date), is by and between the signing company (Partner) and the Nevada Optometric Association (Organization) a not-for-profit organization with its principal place of business located at 1344 Disc Drive, #185, Sparks, NV, 89436.
Whereas, Organization is conducting events, including the NOA Annual Meeting, regional continuing education dinners, virtual continuing education webinars, regional non-CE events, and Legislative Day (Events), which serve as governance, education and/or advocacy activities for optometrists, optometry students and staff.
Whereas, Partner desires to promote its products and services at the Events in the manner as described in detail in the signed agreement. Now, Therefore, in consideration of the promises and mutual covenants of the parties, it is agreed as follows:
Partner agrees to pay Organization agreed upon promotional support as outlined in Partnership of Events (the Fee).
(a) A 50% deposit shall be paid upon execution of this agreement, and the balance will be paid no later than April 1, 2024.
(b) In return for the Fee, Partner shall receive the benefits outlined in the NOA 2024 Prospectus.
Use of Fee
The parties agree that the amount paid to Organization in connection with the Events represent fair market value for the promotional opportunities provided to Partner. If Organization offers more than one type or level of promotional opportunities to manufacturers or marketers of pharmaceutical, medical device, or over-the-counter drug products, Organization represents that it has disclosed all such offerings to Partner. No amount paid under this Agreement to Organization is intended to be, nor shall it be construed as, an offer or payment made, whether directly or indirectly, to induce the referral of patients; a prescription, purchase, lease or order of any item or service; or, the recommending or arranging for the purchase, lease or order of any item or service.
Organization represents and warrants that proceeds from the Fee shall only be used to offset legitimate costs of conducting the Events, including venue rental, technology expenses, and similar overhead costs. Organization agrees that it shall not use the Fee to provide food or beverage to health care professionals without Partner’s separate written consent. Organization agrees to keep records regarding all payments made, and expenses incurred, in connection with the Events, and shall provide Partner with information regarding these payments and expenses that Partner determines it may be required to disclose under state or federal regulations. Specifically, if Partner consents to use of the Fee to provide food or beverage to health care professionals, Organization agrees to accurately track all recipients and to comply with any restrictions imposed by Partner that may prohibit the provision of food or beverage to residents of certain states. All records and other information described under this section shall be provided to Partner no less than thirty (30) days after receipt of such request.
To the extent Organization is owned by, comprised of, or affiliated in any way with health care providers (the Affiliated HCPs), Organization represents and warrants that no proceeds from the Fee shall be diverted or used, directly or indirectly, in a manner that provides an economic benefit to such persons. Organization specifically warrants that Affiliated HCPs shall not receive cash or other items of value derived in any way from the Fee. Notwithstanding the foregoing, if Partner and Organization agree to use the Fee to provide food or beverage at the Events, Affiliated HCPs may accept such food or beverage under the same terms and circumstances as other attendees.
The Fee is not intended as, and shall not be construed as, an unrestricted educational grant. The parties agree that proceeds from the Fee shall not be used in any way to support continuing education (CE) activities. Specifically, the Fee shall not be used to pay for honoraria, travel or similar expenses for CE instructors, attendees, or others. If the Events include any form of CE activities, Organizer shall provide a separate and distinct venue for Partner’s promotional activities and shall implement appropriate financial controls to ensure that the proceeds from the Fee are appropriately segregated from funds used to support CE activities.
Partner may, from time to time, reassess its calculation of fair market value for the Benefits provided under this Agreement, consistent with applicable state and federal health care laws. In the event this Agreement must be changed to comply with such policies or laws, Partner shall promptly notify Organization and the parties shall undertake reasonable efforts to amend this Agreement accordingly.
Certifications and Disclosures
Organization certifies that all payments and other activities undertaken in connection with the Events shall be undertaken in a manner that complies with all applicable Partner policies and applicable state and federal law including, without limitation, the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 301 et. seq.) and the Federal Anti-Kickback Statute (42 U.S.C. 1320a-7b).
Partner will have the right in its discretion to:
(a) display and disclose, as may be required under state or federal law, or as is otherwise desired by Partner, information relating to this Agreement, any and all payments, reimbursement for expenses, or other transfer of value made in other than dollar form relating to this Agreement, or any other information relating to this Agreement and
(b) display such information on Partner’s website(s).
To the best of Organization’s knowledge, Organization certifies that no employees, officers, trustees, or other persons affiliated with Organization administration and management are currently excluded, debarred, suspended, or otherwise ineligible to participate in Federal health care programs.
Term; Termination
This Agreement shall commence on the Effective Date and will extend through December 31, 2024, unless terminated by either party pursuant to the terms of this Agreement (the Term).
(a) Unless Organization violates paragraph b) of this section upon execution of this Agreement by Partner, if Partner terminates this Agreement on or before March 31, 2024, 50% of the Partnership Fee is due and payable to Organization; if Partner terminates agreement on or after April 1, 2024, 100% of the Partnership Fee is due and payable to Organization.
(b) In the event of a party’s breach, this Agreement may be terminated by the non-breaching party by giving fifteen (15) days written notice, unless the breaching party corrects such breach within said fifteen (15) day period. This Agreement may be terminated immediately upon: (1) the bankruptcy, liquidation or state of insolvency of either party; (2) failure by Organization to comply with the terms of this agreement; or (3) failure by Partner to comply with the terms of this agreement.
Notices
Notices shall be given to Partner via certified mail, return receipt requested, or via overnight delivery addressed to the respective party set forth below, with an additional copy being sent to Partner's primary place of business or such other address as Partner may notify the Organization of in writing, and shall be deemed received seventy-two (72) hours after deposit in the U.S. mail or twenty-four (24) hours after deposit with a recognized overnight delivery service.
Notices shall be given to Organization via certified mail, return receipt requested, or via overnight delivery addressed to the respective party set forth below at 1344 Disc Drive, #185, Sparks, NV, 89436, or such other address as Organization may notify Partner of in writing. They shall be deemed received seventy-two (72) hours after deposit in the U.S. mail or twenty-four (24) hours after deposit with a recognized overnight delivery service.
Acceptability of Exhibits
All products and services exhibited shall serve the interests of event attendees and shall be operated in a manner that will not detract from other exhibits. NOA reserves the right to determine the eligibility of any organization or product for inclusion in the exhibit and reserves the right to require withdrawal of any exhibit with just cause. No exhibitor shall reassign, sublet, or share space allotted without the written consent of NOA. Demonstrations, interviews, and other activities must be confined within the exhibit space and must not impede traffic through the aisles.
Americans with Disabilities Act
Please advise NOA if you or any of your exhibiting staff may require assistance or accommodations to participate fully in Events.
Conflicts
Partner shall not make any promotional efforts nor supply any transportation that draws attention away from Events to a local showroom, hospitality suite, or any non-show exhibit area. Partner may not participate in any way in any other trade show conducted during any part of the hours of the Events. Partners may not promote in any way any other trade show without the written consent of NOA. No photographs of the exhibit area, other than that of the exhibitor's own booth space, shall be taken without written authorization of NOA. Partner agrees that NOA may take photographs of the exhibitor’s booth space, exhibit, and exhibit personnel for any promotional use by NOA. Any infringement of this rule may subject the offending company to loss of benefits or other penalties.
Cancellations
NOA, its agents, and/or employees will not be held liable for failure to hold the Events as scheduled. Payments for exhibit space will be credited in the event of cancellation. However, any expenses incurred in connection with the Events will be deducted if the exhibits are canceled within 60 days of the scheduled Event date because of fire, or any act of God, or the public enemy, or strike, or epidemic or pandemic, or act of war or terrorism, or any law or regulations of public authority, which makes it impossible or impractical to hold the exhibits. NOA makes no representations or warranties regarding the number of persons who will attend the Events. NOA reserves the right to host Events in a virtual-live manner, change the name of Events, the venue of the Events, and official Event suppliers.
Exhibit Equipment and Construction
Exhibit booths may not exceed designated width and 10’ in back wall height, including a sign. Exhibits must be constructed so that they do not obstruct the view or interfere with the displays of neighboring exhibitors. No hard wall exhibits, or parts of exhibits will be permitted to exceed 42 in height in the front 3’ of the booth. Partners shall not deface, injure, or make attachments to the walls, ceilings, columns, floors, booth furnishings, drape, and property located in the exhibit hall. Partner will be held liable for any property damage caused by the acts or omissions of the exhibitor and its employees or agents. No display materials or signs may be placed on the outside walls of the exhibit booths or on posts, pillars in or adjacent to a booth. All exhibits must be contained in the purchased space – including tables and video displays. NOA reserves the right to alter an exhibit to comply with these regulations. Any Partner not in compliance with the rules and regulations may forfeit their right to exhibit.
Space Assignment
Exhibit space is assigned on a priority basis. NOA reserves the right to change space assignments after the contract is signed and the confirmation is sent if it is determined to be in the best interest of the Event.
Fire, Safety, and Health
Partner assumes all responsibility for compliance with and shall abide by all federal, state, and local laws, ordinances, rules and regulations, all rules of the Event venue, and all union regulations covering fire, electrical wiring, safety, and health. Cloth decorations must be flameproof. Aisles and fire exits must not be blocked at any time by exhibit display materials, crates, and/or boxes, etc. No combustible decoration, such as crepe paper, cardboard, or corrugated paper, shall be used at any time.
Installation and Dismantling
All exhibits must be installed and dismantled during the time indicated in the Event information. No exhibit may be erected after the exhibition opens or be dismantled before the official closing time. It is the responsibility of the Partner to see that all his/her materials are delivered to the exhibit area and removed from the exhibit area by the specified deadline. If the exhibit staff must leave before the exhibit hall closes, prior arrangements must be made for dismantling the exhibit booth and approved by NOA.
Liability, Insurance, Indemnification
Partner is responsible for all damages to the Event facilities and for any and all claims and demands on account of any injury or damage to property done or occurring in or about the premises used by any exhibitor, his/her employees, agents, licensees, or contractors occasioned by their negligence.
Partner agrees to indemnify and hold harmless Nevada Optometric Association, and any Event contractors, and their employees or agents. If any part of the Event facility is damaged by fire, the elements, civil commotion, or by any other cause, or if circumstances shall warrant it impossible for NOA to permit exhibits to occupy the space assigned during any part of the period covered, then the Partner will be charged for space only for the period that space was or could have been occupied. During such circumstances, neither NOA nor the Event facility will be liable for the fulfillment of this contract as to the delivery of space.
Partner is required to present evidence of adequate insurance to cover indemnification upon request. in the exhibit area until the time that they are removed. Partner agrees that Nevada Optometric Association and any Event contractors, and all of their agents and/or employees will not be held responsible for a) any damage to or any loss or destruction of the Partner’s property, and b) any injuries to Partner, his or her representatives, agents or employees. Any and all claims for any such loss, damage, destruction, or injury are expressly waived by Partner.
Restrictions in Operations
Live performance of music is not allowed. Exhibitors playing any recorded music are required to have the necessary licensing agreements with ASCAP, BMI or SESAC and are fully responsible for paying any fees arising from such agreements. No balloons or other helium-inflated items are allowed in the exhibit area.
Security
NOA is not responsible for the security of Events or the materials contained within, and the presence of security does not imply such. The Event is never secure – do not leave valuable items within easy reach at any time. Partner personnel, even those licensed to carry firearms, shall not be permitted to enter the Events with firearms.
Union Rules and Regulations
Nevada is a right-to-work state and therefore exhibitors may not hand-carry and set up their own displays. This agreement is deemed to be entered into the State of Nevada governed by the laws of the State of Nevada. Partner consents to the jurisdiction of the courts of Nevada for the resolution of any and all disputes, and claims arising out of and/or relating to this agreement. Partner waives any claims it may assert as to lack of personal or subject matter jurisdiction and agrees that such jurisdiction exists in Nevada.
Miscellaneous
This Agreement does not involve the counseling or promotion of a business arrangement or other activity that violates any law. The parties will comply with all relevant federal and state statutes and regulations. Nothing in this Agreement shall in any way be construed to constitute Organization as the agent, employee or representative of Partner. Organization shall not have the power to bind Partner or its legal affiliates in any capacity unless specifically authorized to do so by Partner in writing.
This Agreement does not constitute any right or license granted by Partner to Organization to use Partner's name, logo, trademarks or service marks in any way except as expressly approved in writing by Partner. This Agreement does not constitute any right or license granted by Organization to Partner to use Organization’s name, logos, trademarks or service marks in any way except as expressly approved in writing by Organization.
This Agreement shall be construed in accordance with the laws of the State of Nevada excluding any conflicts or choice of law rule or principle that might otherwise refer construction of this Agreement to the substantive law of another jurisdiction.
This Agreement constitutes the entire agreement between the parties, supersedes and replaces any prior agreement entered into between Organization and Partner related to the subject matter hereof, and all such prior agreements are hereby terminated and are of no further force or effect. Modification, amendments, or supplements to this Agreement shall be in writing and signed by each party. This Agreement is personal to the parties hereto, and neither this Agreement, nor any right, obligation, interest, or duty may be assigned, transferred or otherwise dealt with, without the express written consent of the other. Notwithstanding the above, Partner may freely assign all or part of this Agreement to any legal affiliate.
No waiver by either party hereto at any time of any breach or of compliance with any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at any prior or subsequent time. The validity and/or invalidity of any provision or portion of a provision of this Agreement will not affect any other provision or portion thereof of this Agreement, which shall remain in full force and effect.