1.    TERMS OF REFERENCE     
In these rules and regulations the term Exhibitors shall include all employees, servant and agents of any company, partnership, firm or individual to whom booth/space has been allocated for the purpose of exhibiting.  The term Exhibition shall mean THE 6TH ASIA PACIFIC NATURAL PRODUCTS EXPO 2009 (NATPRO 2009), to be held on 10 – 12 April 2009 at PUTRA WORLD TRADE CENTRE, KUALA LUMPUR.  The term Organiser shall mean ECOEVENT SDN BHD, 29B Jalan BRP 1/4, Bukit Rahman Putra, 47000 Sungai Buloh, Selangor, Malaysia.

2.     MAKING OF THIS AGREEMENT
The returning of this contract by the Exhibitor shall constitute an offer by the Exhibitor to the Organiser to take the Booth at the Exhibition upon the terms and conditions contained herein.  Acceptance of this offer will be by the Organiser acceptance of the deposit payment or by written, fax or verbal notice to the Exhibitor.

3.     CANCELLATION OF THIS AGREEMENT
In the event the Exhibitor is unable to fulfill his obligations, he may notify the Organiser whereupon the Organiser may agree to cancel any future obligations of the Exhibitor.

• Exhibitor withdrawing from the Exhibition more than 120 days prior to the first open day of the Exhibition will be liable for 20% of the total cost of the stand.
• Exhibitor withdrawing from the Exhibition between 120 and 45 days prior to the first open day of the Exhibition will be liable for 50% of the total cost of the stand.
• Exhibitor withdrawing from the Exhibition less than 45 days prior to the first open day of the Exhibition will be liable for 100% of the total cost of the stand.

Such withdrawal fees shall constitute liquidated damages and be due for payment at the time of notification to the Organiser of withdrawal.  Notification of the withdrawal shall be valid if sent by certified mail to the Organiser, ECOEVENT SDN BHD, 29B Jalan BRP 1/4, Bukit Rahman Putra, 47000 Sungai Buloh, Selangor, Malaysia.

If the Exhibitor fails to make payment by the due date or having made such payment, the Organiser shall have the right to cancel the Agreement and to re-let the space to another applicant.  In either of such events (a) the Exhibitor shall be liable to reimburse the Organiser costs and expenses arising directly or indirectly as a result of such failures and (b) the Exhibitor shall not be entitled to a refund of any monies paid or payable by the Exhibitor in respect of the booth.

4.    TERMS OF PAYMENT
50% down payment of the booth rates is payable upon booking.  The balance shall be paid within 14 days of the date of the final invoice confirming the allocation of booth space or 45 days from the date of the Exhibition, which ever is earlier.  Payment by the stipulated date is pre-requisite condition governing participation in the Exhibition. In the event of default in payment by the stipulated date, the Organiser shall reserve the right to refuse participation and to claim all dues from the defaulting Exhibitor who shall not be entitled to any form of compensation.

5.    SUBLETTING/SHARING OF THE STAND
Exhibitor must not transfer, dispose of, part with or otherwise sublet any part of their stand, office store or other accommodation whether for financial consideration or otherwise, or enter into any agreement to do so without prior arrangement with the Organiser.  Any such consent, if given, shall be on the condition that the sub-leasee agrees to enter into an Agreement in identical terms of this Agreement.

6.    CHANGES OF EXHIBITION
The Organiser reserves the right to change the venue and the duration if exceptional circumstance demand.  In the event of changes of the venue and/or duration, the agreement to participate shall remain in force so long as the Exhibitor is informed at lease 30 days prior to the first day of Exhibition.  In the event of change of venue and/or date of cancellation of the Exhibition the Exhibitors shall not be entitled to any claim for compensation in connection with their booking for participation.

7.    RELOCATION OF EXHIBITORS BOOTH
The Organiser shall have the right in unforeseen circumstances to amend, alter or relocate the booth or the location of an Exhibitor Booth or the layout of the Exhibitor floor plan without any deduction of the price.

8.    EXHIBITION HOUR
    The Organiser shall determine and amend from time to time as circumstances deem necessary:

• The hours an Exhibitor shall have access to the venue for the purpose of setting up and dismantling of displays;
• The hours during which the Exhibition is open to visitors.  In this regards the decision of the Organiser shall be final.

9.    OPERATING & STAFFING A BOOTH
    During the Exhibition hour when the Exhibition is open to the visitors, the Exhibitor shall at all times keep the stand fully manned and operational.

10.    DISPLAY SUBJECT TO APPROVAL
All exhibits are subject to the approval of the Organiser.  Display and demonstration are to be in keeping with the character, dignity and atmosphere of the Exhibition.  The Organiser reserves the right to reject any display or demonstration and to take any steps to stop any disturbance or nuisance during the Exhibition.

An exhibit can only occupy the area of space describes in this Agreement.  The Exhibitor will be entitled to employ the Contractor of his choice for the fitting out of a licensed OPEN FLOOR SPACE.  The Exhibitor will be required to submit plans and/or drawing and specification in duplicate to the Organiser for approval by the Organiser, venue, local and/or State Authorities.

11.    NOISE
Use of the PA systems on the booths must be requested in writing to the Organiser.  Exhibitors showing films or creating excessive noise or using audio-visual aids which disturb, adjacent Exhibitors may be directed to cease such activities in the interest of the overall Exhibition.  This may be overcome through use of a booth rendered soundproof to the satisfaction of the Organiser.

12.    CANVASSING
Exhibitors shall not canvas or distribute promotional material other than from their own stand unless permission has been gained from the Organiser prior to the Exhibition.

13.    RETAIL SALES
Retail sales are permitted in the Exhibition, providing receipts detailing the Exhibitors company name, booth number and contents are firmly affix to the packaged sealed goods are issued for security purposes.

14.    INSURANCE, LIABILITY AND RISK
All Exhibitor shall, indemnify and hold the Organiser and Venue Owner harmless in respect of all cost, claims, demands and expenses to which they may be subject as a result of loss or injury arising to any persons whosoever caused while the said person are upon or examining or passing the said Exhibition booth, during the tenancy of the Exhibition.  The Liability or risk of the employees, agents or exhibits shall be the responsibilities of the Exhibitors.  Exhibits shall be placed at the Exhibitors own risks and the Organiser shall not be held responsible for any theft or loss of the Exhibits.  Exhibitors must fully insure all exhibits during the tenancy of the Exhibition.

15.    BOOTH
It shall be the responsibility of the Exhibitor to remove all exhibits, tools and all other materials and shall leave the booth in the same condition as it was prior to the Exhibition erecting any display.  The Exhibitor shall be liable for any damages to the walls, floors or other part of the Venue or Booth.

16.    STATUTORY REQUIREMENTS
The Exhibitor must comply with all rules, regulations and requirements of any Statute or any government or semi-government authority or department and the owner of the venue concerning, relating to or affecting the Exhibition without limiting the above, all regulations issued by the Fire Department, Public Health Authority (particularly in relation to display of foodstuffs)

The Exhibitor shall indemnify and keep the Organiser indemnified against any claim, cost, action, proceedings or demand, which may be against the Organiser by any person arising out of or pursuant to the failure of the Exhibitor to comply with its obligations under this clause.

17.    SUPPLEMENTARY CLAUSES
Whenever necessary, the Organiser shall have the right to issue supplementary regulation in addition to those in the TERMS OF CONTRACT to ensure the smooth management of the Exhibition.  Any additional written regulation instruction shall from part of the TERMS OF CONTRACT and they shall be binding on the Exhibitors.

Exhibitors shall not assign this TERMS OF CONTRACT without the express consent of the Organiser in writing.

The exhibitors shall be liable to pay the Organiser all cost (including legal costs on a Solicitor and Client basis) charges and expenses, which the Organiser may incur in enforcing or seeking to enforce this Contract or in obtaining or seeking to obtain payment of all or any part of the monies agreed to be paid by the Exhibitors.

The Contract shall be governed and constructed in accordance with laws of Malaysia shall be subject to the non-exclusive jurisdiction of the Court of the Malaysia.  The exhibitor hereby agrees that where any actions or proceeding are initiated and taken in the Malaysia, the Exhibitor shall submit the jurisdiction of the Court of Malaysia.