national annual meeting exhibitor packet · welcome to the bsa’s 2019 national annual meeting....

8
NATIONAL ANNUAL MEETING EXHIBITOR PACKET NATIONAL ANNUAL MEETING MAY 29-31, 2019 | DENVER, CO 2 WELCOME TO NAM! ADVENTURE ON! 3 GAYLORD ROCKIES RESORT & CONVENTION CENTER GETTING THERE. STAYING THERE. EXHIBITING THERE. 4 EXHIBIT/BOOTH RULES CONTACTS & MORE 5 SHIPPING INFO DECORATOR 6 EXHIBITOR AGREEMENT

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Page 1: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

NAT IONAL ANNUAL MEET ING EXHIBITOR PACKET

N AT I O N A L A N N U A L M E E T I N GM AY 2 9 - 3 1 2 0 1 9 | D E N V E R C O

2 WELCOME TO NAM ADVENTURE ON

3 GAYLORD ROCKIES RESORT amp CONVENTION CENTER GETTING THERE STAYING THERE EXHIBITING THERE

4 EXHIBIT BOOTH RULES CONTACTS amp MORE

5 SHIPPING INFO DECORATOR

6 EXHIBITOR AGREEMENT

2 |

NAMNETWORK ASSOCIATE M A R K E T

WELCOME TO NAM

Thank you for participating in the BSArsquos 2019 National Annual Meeting Scouting is adventure family fun character leadership and so much more With millions of families and alumni itrsquos also the premier youth character and leadership development program in the world For brands our portfolio of trusted marketing platforms offer engagement-inspiring opportunities that harness the power of multi-media and in-person programs to drive results From brand-building options in the parent-trusted award winning Boysrsquo Life magazine to custom digital and social promotions to live large-scale events like the National Jamboree where 50000+ participants and staff come together for 10 action-packed days we create one-of-a-kind integrated engagements for brands like yoursWe know families Millions of men women and youth members and alumni professionals and volunteers are passionate and proud of Scoutingrsquos role in building stronger individuals and communities And Scouts are loyal ndash loyal to brands like yours that support ScoutingWelcome to the BSArsquos 2019 National Annual Meeting You have made a smart investment

NETWORK We look forward to seeing you at the NAM where yoursquoll network with thousands of key Scouting decision-makers from across the country

ASSOCIATE As a sponsor or exhibitor at NAM you are demonstrating to attendees your shared commitment to Scoutingrsquos ongoing success

MARKET This is your only chance this year to directly market your brand and products to this captive engaged and influential audience

ADVENTURE ONYOUrsquoRE EVERYWHERE THEY GO Thanks to our Adventure On conference app your information will be at attendees fingertips 247 during NAM Your company name logo a direct link to your website and contact information will be featured in the mobile app and on the official BSA website Just one more way wersquore making it easy for you to network with attendees

KEY FEATURESbull Real-time notifications bull Interactive maps help attendees find what they are looking for bull Personalized agenda with note-taking abilities bull Exhibitor and event pages with descriptions speaker bios

amp other related resources

3 |

NAMNETWORK ASSOCIATE M A R K E T

As the premier Colorado meeting and convention center hotel the Gaylord Rockies Resort amp Convention Center provides the perfect backdrop for this yearrsquos annual meeting Their ldquoeverything in one placerdquo approach ensures that your your time is maximized while yoursquore there With unrivaled meetings expertise and exemplary service standards the Gaylord promises a thoroughly successful stress-free experience

OPTIMIZED EXPOSURE IN A DYNAMIC SPACESince NAM sold out last year wersquove tripled the available space for exhibitors and other attractions We will optimize exposure for exhibitors and utilize dynamic space to create an exciting flow of people through the exhibit hall Attendees will be guided through the hall via the Adventure On mobile appTABLES CHAIRS amp FURNITURE | Will be ordered through the decorator (see page 5) EXHIBITOR POWER amp INTERNET SERVICES | Click here to access the storefront and shop for services on the listed contract dates for Boy Scouts

ABOUT THE EXHIBIT HALL

DENVER INTERNATIONAL AIRPORTDenver International Airport (DEN) is the closest airport (63 miles) Unfortunately the Gaylord does not offer a shuttle service Below are transportation options and estimated rates

bull Super Shuttle $25 (one way) on requestbull Estimated taxi fare $20 (one way)bull A Line Commuter Train the airport fare is $1050 per day from any of the stations along the A

Line The station at 61st and Pentildea is 22 miles SW of the Gaylord Hotel

GAYLORD ROCKIES RESERVATIONSWersquore extending the BSA room discount to exhibitors and sponsors who stay at the Gaylord To make hotel reservations for NAM please call GaylordMarriott Reservations at 1-800-429-5673 ask for a reservation at the Gaylord Rockies Resort near Denver in Aurora CO and tell them you are with the ldquoBoy Scouts of Americardquo Our group rate is $199 + tax (this rate includes the resort fee) for the week beginning Sunday May 26PARKING | You can expect the following parking fees On-site parking fee $29 per day Valet parking fee $39 per day for non-hotel guests Guests staying at the Gaylord will receive a 50 discount on your room folioMEALS | We are pleased to invite you to join the Welcome Reception on Wednesday May 29 from 430 - 600 pm and the Mix and Mingle on Thursday May 30th from 1130 am - 100 pm where substanial hors drsquooeuvres will be served For any other meals exhibitors will be responsible

GETTING THERE STAYING THERE

4 |

NAMNETWORK ASSOCIATE M A R K E T

CHECK-IN AND SET-UPExhibitors will check in at the registration table prior to set up Registration will be located directly outside the exhibit hall The exhibit hall will open for set up on Tuesday May 28 from 9 amndash5 pm All exhibits must be completely set up by 5 pm on Tuesday

EXHIBITOR SCHEDULE

EXHIBIT HOURSTuesday May 28 9 am ndash 5 pm Set-up

Wednesday May 29 9 am ndash 6 pm Exhibit Open 430 p m ndash 6 pm Welcome Reception

Thursday May 30 9 am ndash 5 pm Exhibit Open 1130 am ndash 1 pm Mix and Mingle

Friday May 31 9 am ndash 1130 am Exhibit Open 1145 am - 3 pm Tear DownIMPORTANT | Early tear-down is not permitted and will not be accommodated

KEY DATESbull Online registration closes at noon (CST) on May 14 2019 or until sold outbull Payment due in full at the time of registration

1 Adhere to the BSA Scout Oath and Law 2 Donrsquot miss a networking opportunity Staff your booth during exhibitor hours3 Open flames are not permitted 4 Cooking must be pre-authorized by hotel and BSA5 Be a good neighbor and steer clear of other exhibitorrsquos visual area6 Make the most of your time and refrain from tearing down early7 Credentials will be distributed to you upon check-in at the conference Please wear

them througout the conference

EXHIBITOR | BOOTH RULES

INTERNET amp POWER If you would like to order power and internet services for your booth through the hotel click here to purchase these additional needs You will need to create a log in and password and then shop for services at the listed contract dates for Boy Scouts They have a lsquostorefrontrsquo the vendor will land on and then shop for services at the link

5 |

NAMNETWORK ASSOCIATE M A R K E T

Shipping receiving and warehousing will be managed through the decoratorrsquos warehouse Using the tracking number provided to you by your shipping center shipments will be tracked from the time materials arrive until they are delivered Ship all items to the address below so NAM Administrative Services can help get your shipment to you in an efficient (and traceable) manner

co UPS Freight5300 East 56th StCommerce City CO 80022Boy Scouts NAM [your company name] Attention [Name of lead exhibitor]

bull ADVANCE SHIPMENTS ACCEPTED Wednesday April 24 ndash Thursday May 23 by 5 pmbull LATE SHIPMENT FEE A 30 fee will be applied to shipments received after the above dates

IMPORTANT | Do not ship any items directly to the hotel They do not accept shipments

SHIPPING INFORMAT ION

The decorator for this yearrsquos NAM is GES The firm will assist exhibitors in securing items such as tables chairs and other furniture as-needed and at the exhibitors expense Exhibitors should arrange with the decorator directly to secure these items Once you have registered to be an exhibitor GES will be reaching out to you within 5-7 days to assist you with your next steps for orders Orders placed by May 7 2019 will receive a discount of XCONTACT INFORMATION

Kim DickensonExhibitor Services CoordinatorMain 6027252737Email kdickensongescom

CANCELLATION DATESCancellation by May 27th for portable solutions modular rental exhibits modular rental accessories and graphics may be cancelled with a full refund Cancellations after this date are non-refundable

DECORATOR

QUESTIONS Questions regarding registration payments and exhibit hall logistics

SARAH ROBERTS | BSA Corporate Engagement Event Coordinator SarahRobertsscoutingorg | 9725807888

CONTACTS

6 |

NAMNETWORK ASSOCIATE M A R K E T

The following terms and conditions together with the 2019 BSA National Annual Meeting (ldquoNAMrdquo) Sponsor amp Exhibitor Application (the ldquoApplicationrdquo) constitute a binding legal agreement (ldquoAgreementrdquo) between the business or organization (ldquoSponsorrdquo) named in theApplication and the Boy Scouts of America (ldquoBSArdquo) The Agreement will become effective upon BSArsquos written approval of Sponsorrsquos Application which approval BSA may grant or withhold in its sole discretion

1 Background BSA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code To further its tax- exempt purposes BSA will conduct its 2019 national annual business meeting (ldquoNational Annual Meetingrdquo or ldquoNAMrdquo) May 29 - May 31 2019 at the Gaylord Rockies Resort amp Convention Center 6700 North Gaylord Rockies Boulevard Aurora CO 80019 (ldquoVenuerdquo) For planning and budgetary purposes it is necessary for BSA to receive contractual commitments from corporate sponsorships

2 Sponsorship Subject to BSArsquos approval of Sponsorrsquos application (a) Sponsor will pay BSA the amount of Total Registration Fees stated on Sponsorrsquos Application (the ldquoFeerdquo) and (b) in exchange for payment of the Fee Sponsor will receive the privileges and benefits (ldquoSponsorship Benefitsrdquo) associated with the Sponsorship Opportunity(-ies) selected by Sponsor as identified and described on Sponsorrsquos Application as approved by BSA

3 Payment The Fee will be paid in full in United States dollars in accordance with the payment instructions provided by BSA upon its approval of Sponsorrsquos Application The Fee constitutes payment by Sponsor solely for Sponsorrsquos right to sponsor the 2019 NAM Such amount will not be considered compensation or reimbursement for services rendered activities undertaken by BSA on behalf of Sponsor or income from a partnership or joint venture

4 Cancellation Sponsor may cancel this Agreement at any time by notifying BSA in writing however the Fee paid by Sponsor is not refundable under any circumstances unless NAM is canceled or suspended due to a Force Majeure Event (as defined herein) If Sponsor cancels this Agreement it will not receive the Sponsorship Benefits

5 Signage and Recognition Signage recognizing Sponsor will be in a location and form determined by BSA in good faith subject to (a) the ldquoqualified sponsorshiprdquo rules set forth in sect513(i) of the Internal Revenue Code (the ldquoCoderdquo) and the Treasury regulations thereunder and (b) the applicable policies of the Venue For the avoidance of doubt such recognition may be limited to a statement that Sponsor is a sponsor of the 2019 NAM including a thank you statement and placement of Sponsorrsquos name andor logo as approved by Sponsor In any event such recognition shall not include messages containing qualitative or comparative language or price information about Sponsorrsquos products or services or other indications of savings or value an endorsement of or an inducement to purchase sell or use Sponsorrsquos products or services BSA does not endorse Sponsorrsquos products or services and Sponsor shall not represent otherwise

6 Limited Trademark License Grants Sponsor hereby grants to BSA a royalty-free limited non-exclusive revocable right and license to use the Sponsorrsquos name and logo solely as necessary to provide the Sponsorship Benefits BSA hereby grants to Sponsor a royalty-free limited non-exclusive revocable right and license to use the following BSA trademarks ldquoBOY SCOUTS OF AMERICArdquo and the BSA corporate logo (red and blue fleur-de-lis with eagle and shield) (collectively ldquoBSA Marksrdquo) in its promotional materials for the sole purpose of identifying and promoting Sponsorrsquos association with and its status as a sponsor of the 2019 NAM Sponsor shall not use BSA Marks (or any design or symbol that is derivative thereof or confusingly similar thereto) for any purpose not enumerated in this Agreement Sponsor shall not publish distribute or print any promotional materials that reference Boy Scouts of America or display any BSA Marks whether

EXHIBITOR AGREEMENT2019 BOY SCOUTS OF AMER ICA NAT IONAL ANNUAL MEET ING (NAM) SPONSOR amp EXH IB ITOR GENERAL TERMS AND CONDIT IONS

7 |

NAMNETWORK ASSOCIATE M A R K E T

such materials are in print broadcast or electronic format (including but not limited to commercial e-mail messages mobile apps and Internet websites) without BSArsquos prior written authorization Except as explicitly authorized under a separate written agreement between Sponsor and BSA Sponsor will not use or authorize others to use the BSA Marks or any other BSA trademark service mark trade dress logo or other brand indicia on or in advertising or marketing for any merchandise or other tangible goods whether such merchandise or goods are distributed for publicity purposes for retail sale to consumers for wholesale sale for sale or gift in combination with other products or services or as giveaways

7 Exhibit Space Sponsor will be responsible for all activities occurring at and within its exhibit space and for conducting such activities in a safe and professional manner Sponsor at its own cost shall provide trained and qualified personnel to operate its exhibit Sponsor will not permit any personnel to work while his or her ability or alertness is impaired by fatigue alcohol drugs illness or other causes that might expose such person or others to injury or property to damage Sponsor personnel shall wear identification approved by BSA at all times complete BSA safety training including youth protection training and are subject to a criminal background check conducted by BSA at Sponsorrsquos expense BSA will not be responsible for the conduct of any Sponsor personnel Sponsor will pay all costs and expenses associated with transporting assemblingsetting- up staffing operating and disassemblybreak-down of its exhibit To the extent Sponsorrsquos exhibit involves a physical activity that in BSArsquos sole but reasonable discretion presents a material risk of bodily injury BSA may require Sponsor at its own expense to obtain liability insurance and present proof thereof with coverage in such amounts as BSA reasonably deems sufficient to cover potential claims that could arise from such activity

8 Compliance Sponsor will comply with all applicable federal state and local laws and regulations BSArsquos operational safety and security rules and procedures applicable to the 2019 NAM and the Venuersquos rules and regulations all as communicated to Sponsor BSA reserves the right to immediately remove (or have removed) any Sponsor personnel who fails to comply with any such law regulation rule or procedure or is reasonably deemed unacceptable by BSA

9 Relationship of Parties Nothing in this Agreement shall create any association joint venture partnership or agency relationship of any kind between the parties Sponsor shall not mischaracterize its relationship with BSA under this Agreement including but not limited to the fact that Sponsor is a separate and distinct legal entity from and is not an agent of BSA

10Indemnification Each party hereto (the ldquoIndemnitorrdquo) agrees to indemnify and defend the other party and its affiliates and all of their respective directors officers agents and employees (collectively the ldquoIndemniteerdquo) from all claims actions proceedings losses damages liabilities and costs and expenses including reasonable attorney fees (collectively ldquoLossesrdquo) incurred by an Indemnitee resulting from or in connection with (a) any negligent act omission or misrepresentation by the Indemnitor (b) any unauthorized use or public disclosure of any third partyrsquos personal information by the Indemnitor (c) any infringement of trademark patent copyright right of publicity right of privacy or any other intellectual property right of a third party by the Indemnitor (d) any agreements or alleged agreements made or entered into by the Indemnitor with a third party or (e) any bodily injury illness or death alleged to have been caused in whole or in part by the Indemnitor or its products supplies or materials The Indemnitorrsquos foregoing obligation to indemnify shall not apply to the extent such Losses were caused by the negligence or intentional misconduct of the Indemnitee Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement Indemnitee shall not settle any claim without the Indemnitorrsquos consent

11Confidentiality The terms and conditions of this Agreement are confidential and neither BSA nor Sponsor will disclose whether orally or in writing to any third party (other than such partyrsquos legal and financial advisors) the terms and conditions herein without the other partyrsquos prior written consent

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein

Page 2: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

2 |

NAMNETWORK ASSOCIATE M A R K E T

WELCOME TO NAM

Thank you for participating in the BSArsquos 2019 National Annual Meeting Scouting is adventure family fun character leadership and so much more With millions of families and alumni itrsquos also the premier youth character and leadership development program in the world For brands our portfolio of trusted marketing platforms offer engagement-inspiring opportunities that harness the power of multi-media and in-person programs to drive results From brand-building options in the parent-trusted award winning Boysrsquo Life magazine to custom digital and social promotions to live large-scale events like the National Jamboree where 50000+ participants and staff come together for 10 action-packed days we create one-of-a-kind integrated engagements for brands like yoursWe know families Millions of men women and youth members and alumni professionals and volunteers are passionate and proud of Scoutingrsquos role in building stronger individuals and communities And Scouts are loyal ndash loyal to brands like yours that support ScoutingWelcome to the BSArsquos 2019 National Annual Meeting You have made a smart investment

NETWORK We look forward to seeing you at the NAM where yoursquoll network with thousands of key Scouting decision-makers from across the country

ASSOCIATE As a sponsor or exhibitor at NAM you are demonstrating to attendees your shared commitment to Scoutingrsquos ongoing success

MARKET This is your only chance this year to directly market your brand and products to this captive engaged and influential audience

ADVENTURE ONYOUrsquoRE EVERYWHERE THEY GO Thanks to our Adventure On conference app your information will be at attendees fingertips 247 during NAM Your company name logo a direct link to your website and contact information will be featured in the mobile app and on the official BSA website Just one more way wersquore making it easy for you to network with attendees

KEY FEATURESbull Real-time notifications bull Interactive maps help attendees find what they are looking for bull Personalized agenda with note-taking abilities bull Exhibitor and event pages with descriptions speaker bios

amp other related resources

3 |

NAMNETWORK ASSOCIATE M A R K E T

As the premier Colorado meeting and convention center hotel the Gaylord Rockies Resort amp Convention Center provides the perfect backdrop for this yearrsquos annual meeting Their ldquoeverything in one placerdquo approach ensures that your your time is maximized while yoursquore there With unrivaled meetings expertise and exemplary service standards the Gaylord promises a thoroughly successful stress-free experience

OPTIMIZED EXPOSURE IN A DYNAMIC SPACESince NAM sold out last year wersquove tripled the available space for exhibitors and other attractions We will optimize exposure for exhibitors and utilize dynamic space to create an exciting flow of people through the exhibit hall Attendees will be guided through the hall via the Adventure On mobile appTABLES CHAIRS amp FURNITURE | Will be ordered through the decorator (see page 5) EXHIBITOR POWER amp INTERNET SERVICES | Click here to access the storefront and shop for services on the listed contract dates for Boy Scouts

ABOUT THE EXHIBIT HALL

DENVER INTERNATIONAL AIRPORTDenver International Airport (DEN) is the closest airport (63 miles) Unfortunately the Gaylord does not offer a shuttle service Below are transportation options and estimated rates

bull Super Shuttle $25 (one way) on requestbull Estimated taxi fare $20 (one way)bull A Line Commuter Train the airport fare is $1050 per day from any of the stations along the A

Line The station at 61st and Pentildea is 22 miles SW of the Gaylord Hotel

GAYLORD ROCKIES RESERVATIONSWersquore extending the BSA room discount to exhibitors and sponsors who stay at the Gaylord To make hotel reservations for NAM please call GaylordMarriott Reservations at 1-800-429-5673 ask for a reservation at the Gaylord Rockies Resort near Denver in Aurora CO and tell them you are with the ldquoBoy Scouts of Americardquo Our group rate is $199 + tax (this rate includes the resort fee) for the week beginning Sunday May 26PARKING | You can expect the following parking fees On-site parking fee $29 per day Valet parking fee $39 per day for non-hotel guests Guests staying at the Gaylord will receive a 50 discount on your room folioMEALS | We are pleased to invite you to join the Welcome Reception on Wednesday May 29 from 430 - 600 pm and the Mix and Mingle on Thursday May 30th from 1130 am - 100 pm where substanial hors drsquooeuvres will be served For any other meals exhibitors will be responsible

GETTING THERE STAYING THERE

4 |

NAMNETWORK ASSOCIATE M A R K E T

CHECK-IN AND SET-UPExhibitors will check in at the registration table prior to set up Registration will be located directly outside the exhibit hall The exhibit hall will open for set up on Tuesday May 28 from 9 amndash5 pm All exhibits must be completely set up by 5 pm on Tuesday

EXHIBITOR SCHEDULE

EXHIBIT HOURSTuesday May 28 9 am ndash 5 pm Set-up

Wednesday May 29 9 am ndash 6 pm Exhibit Open 430 p m ndash 6 pm Welcome Reception

Thursday May 30 9 am ndash 5 pm Exhibit Open 1130 am ndash 1 pm Mix and Mingle

Friday May 31 9 am ndash 1130 am Exhibit Open 1145 am - 3 pm Tear DownIMPORTANT | Early tear-down is not permitted and will not be accommodated

KEY DATESbull Online registration closes at noon (CST) on May 14 2019 or until sold outbull Payment due in full at the time of registration

1 Adhere to the BSA Scout Oath and Law 2 Donrsquot miss a networking opportunity Staff your booth during exhibitor hours3 Open flames are not permitted 4 Cooking must be pre-authorized by hotel and BSA5 Be a good neighbor and steer clear of other exhibitorrsquos visual area6 Make the most of your time and refrain from tearing down early7 Credentials will be distributed to you upon check-in at the conference Please wear

them througout the conference

EXHIBITOR | BOOTH RULES

INTERNET amp POWER If you would like to order power and internet services for your booth through the hotel click here to purchase these additional needs You will need to create a log in and password and then shop for services at the listed contract dates for Boy Scouts They have a lsquostorefrontrsquo the vendor will land on and then shop for services at the link

5 |

NAMNETWORK ASSOCIATE M A R K E T

Shipping receiving and warehousing will be managed through the decoratorrsquos warehouse Using the tracking number provided to you by your shipping center shipments will be tracked from the time materials arrive until they are delivered Ship all items to the address below so NAM Administrative Services can help get your shipment to you in an efficient (and traceable) manner

co UPS Freight5300 East 56th StCommerce City CO 80022Boy Scouts NAM [your company name] Attention [Name of lead exhibitor]

bull ADVANCE SHIPMENTS ACCEPTED Wednesday April 24 ndash Thursday May 23 by 5 pmbull LATE SHIPMENT FEE A 30 fee will be applied to shipments received after the above dates

IMPORTANT | Do not ship any items directly to the hotel They do not accept shipments

SHIPPING INFORMAT ION

The decorator for this yearrsquos NAM is GES The firm will assist exhibitors in securing items such as tables chairs and other furniture as-needed and at the exhibitors expense Exhibitors should arrange with the decorator directly to secure these items Once you have registered to be an exhibitor GES will be reaching out to you within 5-7 days to assist you with your next steps for orders Orders placed by May 7 2019 will receive a discount of XCONTACT INFORMATION

Kim DickensonExhibitor Services CoordinatorMain 6027252737Email kdickensongescom

CANCELLATION DATESCancellation by May 27th for portable solutions modular rental exhibits modular rental accessories and graphics may be cancelled with a full refund Cancellations after this date are non-refundable

DECORATOR

QUESTIONS Questions regarding registration payments and exhibit hall logistics

SARAH ROBERTS | BSA Corporate Engagement Event Coordinator SarahRobertsscoutingorg | 9725807888

CONTACTS

6 |

NAMNETWORK ASSOCIATE M A R K E T

The following terms and conditions together with the 2019 BSA National Annual Meeting (ldquoNAMrdquo) Sponsor amp Exhibitor Application (the ldquoApplicationrdquo) constitute a binding legal agreement (ldquoAgreementrdquo) between the business or organization (ldquoSponsorrdquo) named in theApplication and the Boy Scouts of America (ldquoBSArdquo) The Agreement will become effective upon BSArsquos written approval of Sponsorrsquos Application which approval BSA may grant or withhold in its sole discretion

1 Background BSA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code To further its tax- exempt purposes BSA will conduct its 2019 national annual business meeting (ldquoNational Annual Meetingrdquo or ldquoNAMrdquo) May 29 - May 31 2019 at the Gaylord Rockies Resort amp Convention Center 6700 North Gaylord Rockies Boulevard Aurora CO 80019 (ldquoVenuerdquo) For planning and budgetary purposes it is necessary for BSA to receive contractual commitments from corporate sponsorships

2 Sponsorship Subject to BSArsquos approval of Sponsorrsquos application (a) Sponsor will pay BSA the amount of Total Registration Fees stated on Sponsorrsquos Application (the ldquoFeerdquo) and (b) in exchange for payment of the Fee Sponsor will receive the privileges and benefits (ldquoSponsorship Benefitsrdquo) associated with the Sponsorship Opportunity(-ies) selected by Sponsor as identified and described on Sponsorrsquos Application as approved by BSA

3 Payment The Fee will be paid in full in United States dollars in accordance with the payment instructions provided by BSA upon its approval of Sponsorrsquos Application The Fee constitutes payment by Sponsor solely for Sponsorrsquos right to sponsor the 2019 NAM Such amount will not be considered compensation or reimbursement for services rendered activities undertaken by BSA on behalf of Sponsor or income from a partnership or joint venture

4 Cancellation Sponsor may cancel this Agreement at any time by notifying BSA in writing however the Fee paid by Sponsor is not refundable under any circumstances unless NAM is canceled or suspended due to a Force Majeure Event (as defined herein) If Sponsor cancels this Agreement it will not receive the Sponsorship Benefits

5 Signage and Recognition Signage recognizing Sponsor will be in a location and form determined by BSA in good faith subject to (a) the ldquoqualified sponsorshiprdquo rules set forth in sect513(i) of the Internal Revenue Code (the ldquoCoderdquo) and the Treasury regulations thereunder and (b) the applicable policies of the Venue For the avoidance of doubt such recognition may be limited to a statement that Sponsor is a sponsor of the 2019 NAM including a thank you statement and placement of Sponsorrsquos name andor logo as approved by Sponsor In any event such recognition shall not include messages containing qualitative or comparative language or price information about Sponsorrsquos products or services or other indications of savings or value an endorsement of or an inducement to purchase sell or use Sponsorrsquos products or services BSA does not endorse Sponsorrsquos products or services and Sponsor shall not represent otherwise

6 Limited Trademark License Grants Sponsor hereby grants to BSA a royalty-free limited non-exclusive revocable right and license to use the Sponsorrsquos name and logo solely as necessary to provide the Sponsorship Benefits BSA hereby grants to Sponsor a royalty-free limited non-exclusive revocable right and license to use the following BSA trademarks ldquoBOY SCOUTS OF AMERICArdquo and the BSA corporate logo (red and blue fleur-de-lis with eagle and shield) (collectively ldquoBSA Marksrdquo) in its promotional materials for the sole purpose of identifying and promoting Sponsorrsquos association with and its status as a sponsor of the 2019 NAM Sponsor shall not use BSA Marks (or any design or symbol that is derivative thereof or confusingly similar thereto) for any purpose not enumerated in this Agreement Sponsor shall not publish distribute or print any promotional materials that reference Boy Scouts of America or display any BSA Marks whether

EXHIBITOR AGREEMENT2019 BOY SCOUTS OF AMER ICA NAT IONAL ANNUAL MEET ING (NAM) SPONSOR amp EXH IB ITOR GENERAL TERMS AND CONDIT IONS

7 |

NAMNETWORK ASSOCIATE M A R K E T

such materials are in print broadcast or electronic format (including but not limited to commercial e-mail messages mobile apps and Internet websites) without BSArsquos prior written authorization Except as explicitly authorized under a separate written agreement between Sponsor and BSA Sponsor will not use or authorize others to use the BSA Marks or any other BSA trademark service mark trade dress logo or other brand indicia on or in advertising or marketing for any merchandise or other tangible goods whether such merchandise or goods are distributed for publicity purposes for retail sale to consumers for wholesale sale for sale or gift in combination with other products or services or as giveaways

7 Exhibit Space Sponsor will be responsible for all activities occurring at and within its exhibit space and for conducting such activities in a safe and professional manner Sponsor at its own cost shall provide trained and qualified personnel to operate its exhibit Sponsor will not permit any personnel to work while his or her ability or alertness is impaired by fatigue alcohol drugs illness or other causes that might expose such person or others to injury or property to damage Sponsor personnel shall wear identification approved by BSA at all times complete BSA safety training including youth protection training and are subject to a criminal background check conducted by BSA at Sponsorrsquos expense BSA will not be responsible for the conduct of any Sponsor personnel Sponsor will pay all costs and expenses associated with transporting assemblingsetting- up staffing operating and disassemblybreak-down of its exhibit To the extent Sponsorrsquos exhibit involves a physical activity that in BSArsquos sole but reasonable discretion presents a material risk of bodily injury BSA may require Sponsor at its own expense to obtain liability insurance and present proof thereof with coverage in such amounts as BSA reasonably deems sufficient to cover potential claims that could arise from such activity

8 Compliance Sponsor will comply with all applicable federal state and local laws and regulations BSArsquos operational safety and security rules and procedures applicable to the 2019 NAM and the Venuersquos rules and regulations all as communicated to Sponsor BSA reserves the right to immediately remove (or have removed) any Sponsor personnel who fails to comply with any such law regulation rule or procedure or is reasonably deemed unacceptable by BSA

9 Relationship of Parties Nothing in this Agreement shall create any association joint venture partnership or agency relationship of any kind between the parties Sponsor shall not mischaracterize its relationship with BSA under this Agreement including but not limited to the fact that Sponsor is a separate and distinct legal entity from and is not an agent of BSA

10Indemnification Each party hereto (the ldquoIndemnitorrdquo) agrees to indemnify and defend the other party and its affiliates and all of their respective directors officers agents and employees (collectively the ldquoIndemniteerdquo) from all claims actions proceedings losses damages liabilities and costs and expenses including reasonable attorney fees (collectively ldquoLossesrdquo) incurred by an Indemnitee resulting from or in connection with (a) any negligent act omission or misrepresentation by the Indemnitor (b) any unauthorized use or public disclosure of any third partyrsquos personal information by the Indemnitor (c) any infringement of trademark patent copyright right of publicity right of privacy or any other intellectual property right of a third party by the Indemnitor (d) any agreements or alleged agreements made or entered into by the Indemnitor with a third party or (e) any bodily injury illness or death alleged to have been caused in whole or in part by the Indemnitor or its products supplies or materials The Indemnitorrsquos foregoing obligation to indemnify shall not apply to the extent such Losses were caused by the negligence or intentional misconduct of the Indemnitee Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement Indemnitee shall not settle any claim without the Indemnitorrsquos consent

11Confidentiality The terms and conditions of this Agreement are confidential and neither BSA nor Sponsor will disclose whether orally or in writing to any third party (other than such partyrsquos legal and financial advisors) the terms and conditions herein without the other partyrsquos prior written consent

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein

Page 3: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

3 |

NAMNETWORK ASSOCIATE M A R K E T

As the premier Colorado meeting and convention center hotel the Gaylord Rockies Resort amp Convention Center provides the perfect backdrop for this yearrsquos annual meeting Their ldquoeverything in one placerdquo approach ensures that your your time is maximized while yoursquore there With unrivaled meetings expertise and exemplary service standards the Gaylord promises a thoroughly successful stress-free experience

OPTIMIZED EXPOSURE IN A DYNAMIC SPACESince NAM sold out last year wersquove tripled the available space for exhibitors and other attractions We will optimize exposure for exhibitors and utilize dynamic space to create an exciting flow of people through the exhibit hall Attendees will be guided through the hall via the Adventure On mobile appTABLES CHAIRS amp FURNITURE | Will be ordered through the decorator (see page 5) EXHIBITOR POWER amp INTERNET SERVICES | Click here to access the storefront and shop for services on the listed contract dates for Boy Scouts

ABOUT THE EXHIBIT HALL

DENVER INTERNATIONAL AIRPORTDenver International Airport (DEN) is the closest airport (63 miles) Unfortunately the Gaylord does not offer a shuttle service Below are transportation options and estimated rates

bull Super Shuttle $25 (one way) on requestbull Estimated taxi fare $20 (one way)bull A Line Commuter Train the airport fare is $1050 per day from any of the stations along the A

Line The station at 61st and Pentildea is 22 miles SW of the Gaylord Hotel

GAYLORD ROCKIES RESERVATIONSWersquore extending the BSA room discount to exhibitors and sponsors who stay at the Gaylord To make hotel reservations for NAM please call GaylordMarriott Reservations at 1-800-429-5673 ask for a reservation at the Gaylord Rockies Resort near Denver in Aurora CO and tell them you are with the ldquoBoy Scouts of Americardquo Our group rate is $199 + tax (this rate includes the resort fee) for the week beginning Sunday May 26PARKING | You can expect the following parking fees On-site parking fee $29 per day Valet parking fee $39 per day for non-hotel guests Guests staying at the Gaylord will receive a 50 discount on your room folioMEALS | We are pleased to invite you to join the Welcome Reception on Wednesday May 29 from 430 - 600 pm and the Mix and Mingle on Thursday May 30th from 1130 am - 100 pm where substanial hors drsquooeuvres will be served For any other meals exhibitors will be responsible

GETTING THERE STAYING THERE

4 |

NAMNETWORK ASSOCIATE M A R K E T

CHECK-IN AND SET-UPExhibitors will check in at the registration table prior to set up Registration will be located directly outside the exhibit hall The exhibit hall will open for set up on Tuesday May 28 from 9 amndash5 pm All exhibits must be completely set up by 5 pm on Tuesday

EXHIBITOR SCHEDULE

EXHIBIT HOURSTuesday May 28 9 am ndash 5 pm Set-up

Wednesday May 29 9 am ndash 6 pm Exhibit Open 430 p m ndash 6 pm Welcome Reception

Thursday May 30 9 am ndash 5 pm Exhibit Open 1130 am ndash 1 pm Mix and Mingle

Friday May 31 9 am ndash 1130 am Exhibit Open 1145 am - 3 pm Tear DownIMPORTANT | Early tear-down is not permitted and will not be accommodated

KEY DATESbull Online registration closes at noon (CST) on May 14 2019 or until sold outbull Payment due in full at the time of registration

1 Adhere to the BSA Scout Oath and Law 2 Donrsquot miss a networking opportunity Staff your booth during exhibitor hours3 Open flames are not permitted 4 Cooking must be pre-authorized by hotel and BSA5 Be a good neighbor and steer clear of other exhibitorrsquos visual area6 Make the most of your time and refrain from tearing down early7 Credentials will be distributed to you upon check-in at the conference Please wear

them througout the conference

EXHIBITOR | BOOTH RULES

INTERNET amp POWER If you would like to order power and internet services for your booth through the hotel click here to purchase these additional needs You will need to create a log in and password and then shop for services at the listed contract dates for Boy Scouts They have a lsquostorefrontrsquo the vendor will land on and then shop for services at the link

5 |

NAMNETWORK ASSOCIATE M A R K E T

Shipping receiving and warehousing will be managed through the decoratorrsquos warehouse Using the tracking number provided to you by your shipping center shipments will be tracked from the time materials arrive until they are delivered Ship all items to the address below so NAM Administrative Services can help get your shipment to you in an efficient (and traceable) manner

co UPS Freight5300 East 56th StCommerce City CO 80022Boy Scouts NAM [your company name] Attention [Name of lead exhibitor]

bull ADVANCE SHIPMENTS ACCEPTED Wednesday April 24 ndash Thursday May 23 by 5 pmbull LATE SHIPMENT FEE A 30 fee will be applied to shipments received after the above dates

IMPORTANT | Do not ship any items directly to the hotel They do not accept shipments

SHIPPING INFORMAT ION

The decorator for this yearrsquos NAM is GES The firm will assist exhibitors in securing items such as tables chairs and other furniture as-needed and at the exhibitors expense Exhibitors should arrange with the decorator directly to secure these items Once you have registered to be an exhibitor GES will be reaching out to you within 5-7 days to assist you with your next steps for orders Orders placed by May 7 2019 will receive a discount of XCONTACT INFORMATION

Kim DickensonExhibitor Services CoordinatorMain 6027252737Email kdickensongescom

CANCELLATION DATESCancellation by May 27th for portable solutions modular rental exhibits modular rental accessories and graphics may be cancelled with a full refund Cancellations after this date are non-refundable

DECORATOR

QUESTIONS Questions regarding registration payments and exhibit hall logistics

SARAH ROBERTS | BSA Corporate Engagement Event Coordinator SarahRobertsscoutingorg | 9725807888

CONTACTS

6 |

NAMNETWORK ASSOCIATE M A R K E T

The following terms and conditions together with the 2019 BSA National Annual Meeting (ldquoNAMrdquo) Sponsor amp Exhibitor Application (the ldquoApplicationrdquo) constitute a binding legal agreement (ldquoAgreementrdquo) between the business or organization (ldquoSponsorrdquo) named in theApplication and the Boy Scouts of America (ldquoBSArdquo) The Agreement will become effective upon BSArsquos written approval of Sponsorrsquos Application which approval BSA may grant or withhold in its sole discretion

1 Background BSA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code To further its tax- exempt purposes BSA will conduct its 2019 national annual business meeting (ldquoNational Annual Meetingrdquo or ldquoNAMrdquo) May 29 - May 31 2019 at the Gaylord Rockies Resort amp Convention Center 6700 North Gaylord Rockies Boulevard Aurora CO 80019 (ldquoVenuerdquo) For planning and budgetary purposes it is necessary for BSA to receive contractual commitments from corporate sponsorships

2 Sponsorship Subject to BSArsquos approval of Sponsorrsquos application (a) Sponsor will pay BSA the amount of Total Registration Fees stated on Sponsorrsquos Application (the ldquoFeerdquo) and (b) in exchange for payment of the Fee Sponsor will receive the privileges and benefits (ldquoSponsorship Benefitsrdquo) associated with the Sponsorship Opportunity(-ies) selected by Sponsor as identified and described on Sponsorrsquos Application as approved by BSA

3 Payment The Fee will be paid in full in United States dollars in accordance with the payment instructions provided by BSA upon its approval of Sponsorrsquos Application The Fee constitutes payment by Sponsor solely for Sponsorrsquos right to sponsor the 2019 NAM Such amount will not be considered compensation or reimbursement for services rendered activities undertaken by BSA on behalf of Sponsor or income from a partnership or joint venture

4 Cancellation Sponsor may cancel this Agreement at any time by notifying BSA in writing however the Fee paid by Sponsor is not refundable under any circumstances unless NAM is canceled or suspended due to a Force Majeure Event (as defined herein) If Sponsor cancels this Agreement it will not receive the Sponsorship Benefits

5 Signage and Recognition Signage recognizing Sponsor will be in a location and form determined by BSA in good faith subject to (a) the ldquoqualified sponsorshiprdquo rules set forth in sect513(i) of the Internal Revenue Code (the ldquoCoderdquo) and the Treasury regulations thereunder and (b) the applicable policies of the Venue For the avoidance of doubt such recognition may be limited to a statement that Sponsor is a sponsor of the 2019 NAM including a thank you statement and placement of Sponsorrsquos name andor logo as approved by Sponsor In any event such recognition shall not include messages containing qualitative or comparative language or price information about Sponsorrsquos products or services or other indications of savings or value an endorsement of or an inducement to purchase sell or use Sponsorrsquos products or services BSA does not endorse Sponsorrsquos products or services and Sponsor shall not represent otherwise

6 Limited Trademark License Grants Sponsor hereby grants to BSA a royalty-free limited non-exclusive revocable right and license to use the Sponsorrsquos name and logo solely as necessary to provide the Sponsorship Benefits BSA hereby grants to Sponsor a royalty-free limited non-exclusive revocable right and license to use the following BSA trademarks ldquoBOY SCOUTS OF AMERICArdquo and the BSA corporate logo (red and blue fleur-de-lis with eagle and shield) (collectively ldquoBSA Marksrdquo) in its promotional materials for the sole purpose of identifying and promoting Sponsorrsquos association with and its status as a sponsor of the 2019 NAM Sponsor shall not use BSA Marks (or any design or symbol that is derivative thereof or confusingly similar thereto) for any purpose not enumerated in this Agreement Sponsor shall not publish distribute or print any promotional materials that reference Boy Scouts of America or display any BSA Marks whether

EXHIBITOR AGREEMENT2019 BOY SCOUTS OF AMER ICA NAT IONAL ANNUAL MEET ING (NAM) SPONSOR amp EXH IB ITOR GENERAL TERMS AND CONDIT IONS

7 |

NAMNETWORK ASSOCIATE M A R K E T

such materials are in print broadcast or electronic format (including but not limited to commercial e-mail messages mobile apps and Internet websites) without BSArsquos prior written authorization Except as explicitly authorized under a separate written agreement between Sponsor and BSA Sponsor will not use or authorize others to use the BSA Marks or any other BSA trademark service mark trade dress logo or other brand indicia on or in advertising or marketing for any merchandise or other tangible goods whether such merchandise or goods are distributed for publicity purposes for retail sale to consumers for wholesale sale for sale or gift in combination with other products or services or as giveaways

7 Exhibit Space Sponsor will be responsible for all activities occurring at and within its exhibit space and for conducting such activities in a safe and professional manner Sponsor at its own cost shall provide trained and qualified personnel to operate its exhibit Sponsor will not permit any personnel to work while his or her ability or alertness is impaired by fatigue alcohol drugs illness or other causes that might expose such person or others to injury or property to damage Sponsor personnel shall wear identification approved by BSA at all times complete BSA safety training including youth protection training and are subject to a criminal background check conducted by BSA at Sponsorrsquos expense BSA will not be responsible for the conduct of any Sponsor personnel Sponsor will pay all costs and expenses associated with transporting assemblingsetting- up staffing operating and disassemblybreak-down of its exhibit To the extent Sponsorrsquos exhibit involves a physical activity that in BSArsquos sole but reasonable discretion presents a material risk of bodily injury BSA may require Sponsor at its own expense to obtain liability insurance and present proof thereof with coverage in such amounts as BSA reasonably deems sufficient to cover potential claims that could arise from such activity

8 Compliance Sponsor will comply with all applicable federal state and local laws and regulations BSArsquos operational safety and security rules and procedures applicable to the 2019 NAM and the Venuersquos rules and regulations all as communicated to Sponsor BSA reserves the right to immediately remove (or have removed) any Sponsor personnel who fails to comply with any such law regulation rule or procedure or is reasonably deemed unacceptable by BSA

9 Relationship of Parties Nothing in this Agreement shall create any association joint venture partnership or agency relationship of any kind between the parties Sponsor shall not mischaracterize its relationship with BSA under this Agreement including but not limited to the fact that Sponsor is a separate and distinct legal entity from and is not an agent of BSA

10Indemnification Each party hereto (the ldquoIndemnitorrdquo) agrees to indemnify and defend the other party and its affiliates and all of their respective directors officers agents and employees (collectively the ldquoIndemniteerdquo) from all claims actions proceedings losses damages liabilities and costs and expenses including reasonable attorney fees (collectively ldquoLossesrdquo) incurred by an Indemnitee resulting from or in connection with (a) any negligent act omission or misrepresentation by the Indemnitor (b) any unauthorized use or public disclosure of any third partyrsquos personal information by the Indemnitor (c) any infringement of trademark patent copyright right of publicity right of privacy or any other intellectual property right of a third party by the Indemnitor (d) any agreements or alleged agreements made or entered into by the Indemnitor with a third party or (e) any bodily injury illness or death alleged to have been caused in whole or in part by the Indemnitor or its products supplies or materials The Indemnitorrsquos foregoing obligation to indemnify shall not apply to the extent such Losses were caused by the negligence or intentional misconduct of the Indemnitee Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement Indemnitee shall not settle any claim without the Indemnitorrsquos consent

11Confidentiality The terms and conditions of this Agreement are confidential and neither BSA nor Sponsor will disclose whether orally or in writing to any third party (other than such partyrsquos legal and financial advisors) the terms and conditions herein without the other partyrsquos prior written consent

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein

Page 4: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

4 |

NAMNETWORK ASSOCIATE M A R K E T

CHECK-IN AND SET-UPExhibitors will check in at the registration table prior to set up Registration will be located directly outside the exhibit hall The exhibit hall will open for set up on Tuesday May 28 from 9 amndash5 pm All exhibits must be completely set up by 5 pm on Tuesday

EXHIBITOR SCHEDULE

EXHIBIT HOURSTuesday May 28 9 am ndash 5 pm Set-up

Wednesday May 29 9 am ndash 6 pm Exhibit Open 430 p m ndash 6 pm Welcome Reception

Thursday May 30 9 am ndash 5 pm Exhibit Open 1130 am ndash 1 pm Mix and Mingle

Friday May 31 9 am ndash 1130 am Exhibit Open 1145 am - 3 pm Tear DownIMPORTANT | Early tear-down is not permitted and will not be accommodated

KEY DATESbull Online registration closes at noon (CST) on May 14 2019 or until sold outbull Payment due in full at the time of registration

1 Adhere to the BSA Scout Oath and Law 2 Donrsquot miss a networking opportunity Staff your booth during exhibitor hours3 Open flames are not permitted 4 Cooking must be pre-authorized by hotel and BSA5 Be a good neighbor and steer clear of other exhibitorrsquos visual area6 Make the most of your time and refrain from tearing down early7 Credentials will be distributed to you upon check-in at the conference Please wear

them througout the conference

EXHIBITOR | BOOTH RULES

INTERNET amp POWER If you would like to order power and internet services for your booth through the hotel click here to purchase these additional needs You will need to create a log in and password and then shop for services at the listed contract dates for Boy Scouts They have a lsquostorefrontrsquo the vendor will land on and then shop for services at the link

5 |

NAMNETWORK ASSOCIATE M A R K E T

Shipping receiving and warehousing will be managed through the decoratorrsquos warehouse Using the tracking number provided to you by your shipping center shipments will be tracked from the time materials arrive until they are delivered Ship all items to the address below so NAM Administrative Services can help get your shipment to you in an efficient (and traceable) manner

co UPS Freight5300 East 56th StCommerce City CO 80022Boy Scouts NAM [your company name] Attention [Name of lead exhibitor]

bull ADVANCE SHIPMENTS ACCEPTED Wednesday April 24 ndash Thursday May 23 by 5 pmbull LATE SHIPMENT FEE A 30 fee will be applied to shipments received after the above dates

IMPORTANT | Do not ship any items directly to the hotel They do not accept shipments

SHIPPING INFORMAT ION

The decorator for this yearrsquos NAM is GES The firm will assist exhibitors in securing items such as tables chairs and other furniture as-needed and at the exhibitors expense Exhibitors should arrange with the decorator directly to secure these items Once you have registered to be an exhibitor GES will be reaching out to you within 5-7 days to assist you with your next steps for orders Orders placed by May 7 2019 will receive a discount of XCONTACT INFORMATION

Kim DickensonExhibitor Services CoordinatorMain 6027252737Email kdickensongescom

CANCELLATION DATESCancellation by May 27th for portable solutions modular rental exhibits modular rental accessories and graphics may be cancelled with a full refund Cancellations after this date are non-refundable

DECORATOR

QUESTIONS Questions regarding registration payments and exhibit hall logistics

SARAH ROBERTS | BSA Corporate Engagement Event Coordinator SarahRobertsscoutingorg | 9725807888

CONTACTS

6 |

NAMNETWORK ASSOCIATE M A R K E T

The following terms and conditions together with the 2019 BSA National Annual Meeting (ldquoNAMrdquo) Sponsor amp Exhibitor Application (the ldquoApplicationrdquo) constitute a binding legal agreement (ldquoAgreementrdquo) between the business or organization (ldquoSponsorrdquo) named in theApplication and the Boy Scouts of America (ldquoBSArdquo) The Agreement will become effective upon BSArsquos written approval of Sponsorrsquos Application which approval BSA may grant or withhold in its sole discretion

1 Background BSA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code To further its tax- exempt purposes BSA will conduct its 2019 national annual business meeting (ldquoNational Annual Meetingrdquo or ldquoNAMrdquo) May 29 - May 31 2019 at the Gaylord Rockies Resort amp Convention Center 6700 North Gaylord Rockies Boulevard Aurora CO 80019 (ldquoVenuerdquo) For planning and budgetary purposes it is necessary for BSA to receive contractual commitments from corporate sponsorships

2 Sponsorship Subject to BSArsquos approval of Sponsorrsquos application (a) Sponsor will pay BSA the amount of Total Registration Fees stated on Sponsorrsquos Application (the ldquoFeerdquo) and (b) in exchange for payment of the Fee Sponsor will receive the privileges and benefits (ldquoSponsorship Benefitsrdquo) associated with the Sponsorship Opportunity(-ies) selected by Sponsor as identified and described on Sponsorrsquos Application as approved by BSA

3 Payment The Fee will be paid in full in United States dollars in accordance with the payment instructions provided by BSA upon its approval of Sponsorrsquos Application The Fee constitutes payment by Sponsor solely for Sponsorrsquos right to sponsor the 2019 NAM Such amount will not be considered compensation or reimbursement for services rendered activities undertaken by BSA on behalf of Sponsor or income from a partnership or joint venture

4 Cancellation Sponsor may cancel this Agreement at any time by notifying BSA in writing however the Fee paid by Sponsor is not refundable under any circumstances unless NAM is canceled or suspended due to a Force Majeure Event (as defined herein) If Sponsor cancels this Agreement it will not receive the Sponsorship Benefits

5 Signage and Recognition Signage recognizing Sponsor will be in a location and form determined by BSA in good faith subject to (a) the ldquoqualified sponsorshiprdquo rules set forth in sect513(i) of the Internal Revenue Code (the ldquoCoderdquo) and the Treasury regulations thereunder and (b) the applicable policies of the Venue For the avoidance of doubt such recognition may be limited to a statement that Sponsor is a sponsor of the 2019 NAM including a thank you statement and placement of Sponsorrsquos name andor logo as approved by Sponsor In any event such recognition shall not include messages containing qualitative or comparative language or price information about Sponsorrsquos products or services or other indications of savings or value an endorsement of or an inducement to purchase sell or use Sponsorrsquos products or services BSA does not endorse Sponsorrsquos products or services and Sponsor shall not represent otherwise

6 Limited Trademark License Grants Sponsor hereby grants to BSA a royalty-free limited non-exclusive revocable right and license to use the Sponsorrsquos name and logo solely as necessary to provide the Sponsorship Benefits BSA hereby grants to Sponsor a royalty-free limited non-exclusive revocable right and license to use the following BSA trademarks ldquoBOY SCOUTS OF AMERICArdquo and the BSA corporate logo (red and blue fleur-de-lis with eagle and shield) (collectively ldquoBSA Marksrdquo) in its promotional materials for the sole purpose of identifying and promoting Sponsorrsquos association with and its status as a sponsor of the 2019 NAM Sponsor shall not use BSA Marks (or any design or symbol that is derivative thereof or confusingly similar thereto) for any purpose not enumerated in this Agreement Sponsor shall not publish distribute or print any promotional materials that reference Boy Scouts of America or display any BSA Marks whether

EXHIBITOR AGREEMENT2019 BOY SCOUTS OF AMER ICA NAT IONAL ANNUAL MEET ING (NAM) SPONSOR amp EXH IB ITOR GENERAL TERMS AND CONDIT IONS

7 |

NAMNETWORK ASSOCIATE M A R K E T

such materials are in print broadcast or electronic format (including but not limited to commercial e-mail messages mobile apps and Internet websites) without BSArsquos prior written authorization Except as explicitly authorized under a separate written agreement between Sponsor and BSA Sponsor will not use or authorize others to use the BSA Marks or any other BSA trademark service mark trade dress logo or other brand indicia on or in advertising or marketing for any merchandise or other tangible goods whether such merchandise or goods are distributed for publicity purposes for retail sale to consumers for wholesale sale for sale or gift in combination with other products or services or as giveaways

7 Exhibit Space Sponsor will be responsible for all activities occurring at and within its exhibit space and for conducting such activities in a safe and professional manner Sponsor at its own cost shall provide trained and qualified personnel to operate its exhibit Sponsor will not permit any personnel to work while his or her ability or alertness is impaired by fatigue alcohol drugs illness or other causes that might expose such person or others to injury or property to damage Sponsor personnel shall wear identification approved by BSA at all times complete BSA safety training including youth protection training and are subject to a criminal background check conducted by BSA at Sponsorrsquos expense BSA will not be responsible for the conduct of any Sponsor personnel Sponsor will pay all costs and expenses associated with transporting assemblingsetting- up staffing operating and disassemblybreak-down of its exhibit To the extent Sponsorrsquos exhibit involves a physical activity that in BSArsquos sole but reasonable discretion presents a material risk of bodily injury BSA may require Sponsor at its own expense to obtain liability insurance and present proof thereof with coverage in such amounts as BSA reasonably deems sufficient to cover potential claims that could arise from such activity

8 Compliance Sponsor will comply with all applicable federal state and local laws and regulations BSArsquos operational safety and security rules and procedures applicable to the 2019 NAM and the Venuersquos rules and regulations all as communicated to Sponsor BSA reserves the right to immediately remove (or have removed) any Sponsor personnel who fails to comply with any such law regulation rule or procedure or is reasonably deemed unacceptable by BSA

9 Relationship of Parties Nothing in this Agreement shall create any association joint venture partnership or agency relationship of any kind between the parties Sponsor shall not mischaracterize its relationship with BSA under this Agreement including but not limited to the fact that Sponsor is a separate and distinct legal entity from and is not an agent of BSA

10Indemnification Each party hereto (the ldquoIndemnitorrdquo) agrees to indemnify and defend the other party and its affiliates and all of their respective directors officers agents and employees (collectively the ldquoIndemniteerdquo) from all claims actions proceedings losses damages liabilities and costs and expenses including reasonable attorney fees (collectively ldquoLossesrdquo) incurred by an Indemnitee resulting from or in connection with (a) any negligent act omission or misrepresentation by the Indemnitor (b) any unauthorized use or public disclosure of any third partyrsquos personal information by the Indemnitor (c) any infringement of trademark patent copyright right of publicity right of privacy or any other intellectual property right of a third party by the Indemnitor (d) any agreements or alleged agreements made or entered into by the Indemnitor with a third party or (e) any bodily injury illness or death alleged to have been caused in whole or in part by the Indemnitor or its products supplies or materials The Indemnitorrsquos foregoing obligation to indemnify shall not apply to the extent such Losses were caused by the negligence or intentional misconduct of the Indemnitee Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement Indemnitee shall not settle any claim without the Indemnitorrsquos consent

11Confidentiality The terms and conditions of this Agreement are confidential and neither BSA nor Sponsor will disclose whether orally or in writing to any third party (other than such partyrsquos legal and financial advisors) the terms and conditions herein without the other partyrsquos prior written consent

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein

Page 5: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

5 |

NAMNETWORK ASSOCIATE M A R K E T

Shipping receiving and warehousing will be managed through the decoratorrsquos warehouse Using the tracking number provided to you by your shipping center shipments will be tracked from the time materials arrive until they are delivered Ship all items to the address below so NAM Administrative Services can help get your shipment to you in an efficient (and traceable) manner

co UPS Freight5300 East 56th StCommerce City CO 80022Boy Scouts NAM [your company name] Attention [Name of lead exhibitor]

bull ADVANCE SHIPMENTS ACCEPTED Wednesday April 24 ndash Thursday May 23 by 5 pmbull LATE SHIPMENT FEE A 30 fee will be applied to shipments received after the above dates

IMPORTANT | Do not ship any items directly to the hotel They do not accept shipments

SHIPPING INFORMAT ION

The decorator for this yearrsquos NAM is GES The firm will assist exhibitors in securing items such as tables chairs and other furniture as-needed and at the exhibitors expense Exhibitors should arrange with the decorator directly to secure these items Once you have registered to be an exhibitor GES will be reaching out to you within 5-7 days to assist you with your next steps for orders Orders placed by May 7 2019 will receive a discount of XCONTACT INFORMATION

Kim DickensonExhibitor Services CoordinatorMain 6027252737Email kdickensongescom

CANCELLATION DATESCancellation by May 27th for portable solutions modular rental exhibits modular rental accessories and graphics may be cancelled with a full refund Cancellations after this date are non-refundable

DECORATOR

QUESTIONS Questions regarding registration payments and exhibit hall logistics

SARAH ROBERTS | BSA Corporate Engagement Event Coordinator SarahRobertsscoutingorg | 9725807888

CONTACTS

6 |

NAMNETWORK ASSOCIATE M A R K E T

The following terms and conditions together with the 2019 BSA National Annual Meeting (ldquoNAMrdquo) Sponsor amp Exhibitor Application (the ldquoApplicationrdquo) constitute a binding legal agreement (ldquoAgreementrdquo) between the business or organization (ldquoSponsorrdquo) named in theApplication and the Boy Scouts of America (ldquoBSArdquo) The Agreement will become effective upon BSArsquos written approval of Sponsorrsquos Application which approval BSA may grant or withhold in its sole discretion

1 Background BSA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code To further its tax- exempt purposes BSA will conduct its 2019 national annual business meeting (ldquoNational Annual Meetingrdquo or ldquoNAMrdquo) May 29 - May 31 2019 at the Gaylord Rockies Resort amp Convention Center 6700 North Gaylord Rockies Boulevard Aurora CO 80019 (ldquoVenuerdquo) For planning and budgetary purposes it is necessary for BSA to receive contractual commitments from corporate sponsorships

2 Sponsorship Subject to BSArsquos approval of Sponsorrsquos application (a) Sponsor will pay BSA the amount of Total Registration Fees stated on Sponsorrsquos Application (the ldquoFeerdquo) and (b) in exchange for payment of the Fee Sponsor will receive the privileges and benefits (ldquoSponsorship Benefitsrdquo) associated with the Sponsorship Opportunity(-ies) selected by Sponsor as identified and described on Sponsorrsquos Application as approved by BSA

3 Payment The Fee will be paid in full in United States dollars in accordance with the payment instructions provided by BSA upon its approval of Sponsorrsquos Application The Fee constitutes payment by Sponsor solely for Sponsorrsquos right to sponsor the 2019 NAM Such amount will not be considered compensation or reimbursement for services rendered activities undertaken by BSA on behalf of Sponsor or income from a partnership or joint venture

4 Cancellation Sponsor may cancel this Agreement at any time by notifying BSA in writing however the Fee paid by Sponsor is not refundable under any circumstances unless NAM is canceled or suspended due to a Force Majeure Event (as defined herein) If Sponsor cancels this Agreement it will not receive the Sponsorship Benefits

5 Signage and Recognition Signage recognizing Sponsor will be in a location and form determined by BSA in good faith subject to (a) the ldquoqualified sponsorshiprdquo rules set forth in sect513(i) of the Internal Revenue Code (the ldquoCoderdquo) and the Treasury regulations thereunder and (b) the applicable policies of the Venue For the avoidance of doubt such recognition may be limited to a statement that Sponsor is a sponsor of the 2019 NAM including a thank you statement and placement of Sponsorrsquos name andor logo as approved by Sponsor In any event such recognition shall not include messages containing qualitative or comparative language or price information about Sponsorrsquos products or services or other indications of savings or value an endorsement of or an inducement to purchase sell or use Sponsorrsquos products or services BSA does not endorse Sponsorrsquos products or services and Sponsor shall not represent otherwise

6 Limited Trademark License Grants Sponsor hereby grants to BSA a royalty-free limited non-exclusive revocable right and license to use the Sponsorrsquos name and logo solely as necessary to provide the Sponsorship Benefits BSA hereby grants to Sponsor a royalty-free limited non-exclusive revocable right and license to use the following BSA trademarks ldquoBOY SCOUTS OF AMERICArdquo and the BSA corporate logo (red and blue fleur-de-lis with eagle and shield) (collectively ldquoBSA Marksrdquo) in its promotional materials for the sole purpose of identifying and promoting Sponsorrsquos association with and its status as a sponsor of the 2019 NAM Sponsor shall not use BSA Marks (or any design or symbol that is derivative thereof or confusingly similar thereto) for any purpose not enumerated in this Agreement Sponsor shall not publish distribute or print any promotional materials that reference Boy Scouts of America or display any BSA Marks whether

EXHIBITOR AGREEMENT2019 BOY SCOUTS OF AMER ICA NAT IONAL ANNUAL MEET ING (NAM) SPONSOR amp EXH IB ITOR GENERAL TERMS AND CONDIT IONS

7 |

NAMNETWORK ASSOCIATE M A R K E T

such materials are in print broadcast or electronic format (including but not limited to commercial e-mail messages mobile apps and Internet websites) without BSArsquos prior written authorization Except as explicitly authorized under a separate written agreement between Sponsor and BSA Sponsor will not use or authorize others to use the BSA Marks or any other BSA trademark service mark trade dress logo or other brand indicia on or in advertising or marketing for any merchandise or other tangible goods whether such merchandise or goods are distributed for publicity purposes for retail sale to consumers for wholesale sale for sale or gift in combination with other products or services or as giveaways

7 Exhibit Space Sponsor will be responsible for all activities occurring at and within its exhibit space and for conducting such activities in a safe and professional manner Sponsor at its own cost shall provide trained and qualified personnel to operate its exhibit Sponsor will not permit any personnel to work while his or her ability or alertness is impaired by fatigue alcohol drugs illness or other causes that might expose such person or others to injury or property to damage Sponsor personnel shall wear identification approved by BSA at all times complete BSA safety training including youth protection training and are subject to a criminal background check conducted by BSA at Sponsorrsquos expense BSA will not be responsible for the conduct of any Sponsor personnel Sponsor will pay all costs and expenses associated with transporting assemblingsetting- up staffing operating and disassemblybreak-down of its exhibit To the extent Sponsorrsquos exhibit involves a physical activity that in BSArsquos sole but reasonable discretion presents a material risk of bodily injury BSA may require Sponsor at its own expense to obtain liability insurance and present proof thereof with coverage in such amounts as BSA reasonably deems sufficient to cover potential claims that could arise from such activity

8 Compliance Sponsor will comply with all applicable federal state and local laws and regulations BSArsquos operational safety and security rules and procedures applicable to the 2019 NAM and the Venuersquos rules and regulations all as communicated to Sponsor BSA reserves the right to immediately remove (or have removed) any Sponsor personnel who fails to comply with any such law regulation rule or procedure or is reasonably deemed unacceptable by BSA

9 Relationship of Parties Nothing in this Agreement shall create any association joint venture partnership or agency relationship of any kind between the parties Sponsor shall not mischaracterize its relationship with BSA under this Agreement including but not limited to the fact that Sponsor is a separate and distinct legal entity from and is not an agent of BSA

10Indemnification Each party hereto (the ldquoIndemnitorrdquo) agrees to indemnify and defend the other party and its affiliates and all of their respective directors officers agents and employees (collectively the ldquoIndemniteerdquo) from all claims actions proceedings losses damages liabilities and costs and expenses including reasonable attorney fees (collectively ldquoLossesrdquo) incurred by an Indemnitee resulting from or in connection with (a) any negligent act omission or misrepresentation by the Indemnitor (b) any unauthorized use or public disclosure of any third partyrsquos personal information by the Indemnitor (c) any infringement of trademark patent copyright right of publicity right of privacy or any other intellectual property right of a third party by the Indemnitor (d) any agreements or alleged agreements made or entered into by the Indemnitor with a third party or (e) any bodily injury illness or death alleged to have been caused in whole or in part by the Indemnitor or its products supplies or materials The Indemnitorrsquos foregoing obligation to indemnify shall not apply to the extent such Losses were caused by the negligence or intentional misconduct of the Indemnitee Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement Indemnitee shall not settle any claim without the Indemnitorrsquos consent

11Confidentiality The terms and conditions of this Agreement are confidential and neither BSA nor Sponsor will disclose whether orally or in writing to any third party (other than such partyrsquos legal and financial advisors) the terms and conditions herein without the other partyrsquos prior written consent

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein

Page 6: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

6 |

NAMNETWORK ASSOCIATE M A R K E T

The following terms and conditions together with the 2019 BSA National Annual Meeting (ldquoNAMrdquo) Sponsor amp Exhibitor Application (the ldquoApplicationrdquo) constitute a binding legal agreement (ldquoAgreementrdquo) between the business or organization (ldquoSponsorrdquo) named in theApplication and the Boy Scouts of America (ldquoBSArdquo) The Agreement will become effective upon BSArsquos written approval of Sponsorrsquos Application which approval BSA may grant or withhold in its sole discretion

1 Background BSA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code To further its tax- exempt purposes BSA will conduct its 2019 national annual business meeting (ldquoNational Annual Meetingrdquo or ldquoNAMrdquo) May 29 - May 31 2019 at the Gaylord Rockies Resort amp Convention Center 6700 North Gaylord Rockies Boulevard Aurora CO 80019 (ldquoVenuerdquo) For planning and budgetary purposes it is necessary for BSA to receive contractual commitments from corporate sponsorships

2 Sponsorship Subject to BSArsquos approval of Sponsorrsquos application (a) Sponsor will pay BSA the amount of Total Registration Fees stated on Sponsorrsquos Application (the ldquoFeerdquo) and (b) in exchange for payment of the Fee Sponsor will receive the privileges and benefits (ldquoSponsorship Benefitsrdquo) associated with the Sponsorship Opportunity(-ies) selected by Sponsor as identified and described on Sponsorrsquos Application as approved by BSA

3 Payment The Fee will be paid in full in United States dollars in accordance with the payment instructions provided by BSA upon its approval of Sponsorrsquos Application The Fee constitutes payment by Sponsor solely for Sponsorrsquos right to sponsor the 2019 NAM Such amount will not be considered compensation or reimbursement for services rendered activities undertaken by BSA on behalf of Sponsor or income from a partnership or joint venture

4 Cancellation Sponsor may cancel this Agreement at any time by notifying BSA in writing however the Fee paid by Sponsor is not refundable under any circumstances unless NAM is canceled or suspended due to a Force Majeure Event (as defined herein) If Sponsor cancels this Agreement it will not receive the Sponsorship Benefits

5 Signage and Recognition Signage recognizing Sponsor will be in a location and form determined by BSA in good faith subject to (a) the ldquoqualified sponsorshiprdquo rules set forth in sect513(i) of the Internal Revenue Code (the ldquoCoderdquo) and the Treasury regulations thereunder and (b) the applicable policies of the Venue For the avoidance of doubt such recognition may be limited to a statement that Sponsor is a sponsor of the 2019 NAM including a thank you statement and placement of Sponsorrsquos name andor logo as approved by Sponsor In any event such recognition shall not include messages containing qualitative or comparative language or price information about Sponsorrsquos products or services or other indications of savings or value an endorsement of or an inducement to purchase sell or use Sponsorrsquos products or services BSA does not endorse Sponsorrsquos products or services and Sponsor shall not represent otherwise

6 Limited Trademark License Grants Sponsor hereby grants to BSA a royalty-free limited non-exclusive revocable right and license to use the Sponsorrsquos name and logo solely as necessary to provide the Sponsorship Benefits BSA hereby grants to Sponsor a royalty-free limited non-exclusive revocable right and license to use the following BSA trademarks ldquoBOY SCOUTS OF AMERICArdquo and the BSA corporate logo (red and blue fleur-de-lis with eagle and shield) (collectively ldquoBSA Marksrdquo) in its promotional materials for the sole purpose of identifying and promoting Sponsorrsquos association with and its status as a sponsor of the 2019 NAM Sponsor shall not use BSA Marks (or any design or symbol that is derivative thereof or confusingly similar thereto) for any purpose not enumerated in this Agreement Sponsor shall not publish distribute or print any promotional materials that reference Boy Scouts of America or display any BSA Marks whether

EXHIBITOR AGREEMENT2019 BOY SCOUTS OF AMER ICA NAT IONAL ANNUAL MEET ING (NAM) SPONSOR amp EXH IB ITOR GENERAL TERMS AND CONDIT IONS

7 |

NAMNETWORK ASSOCIATE M A R K E T

such materials are in print broadcast or electronic format (including but not limited to commercial e-mail messages mobile apps and Internet websites) without BSArsquos prior written authorization Except as explicitly authorized under a separate written agreement between Sponsor and BSA Sponsor will not use or authorize others to use the BSA Marks or any other BSA trademark service mark trade dress logo or other brand indicia on or in advertising or marketing for any merchandise or other tangible goods whether such merchandise or goods are distributed for publicity purposes for retail sale to consumers for wholesale sale for sale or gift in combination with other products or services or as giveaways

7 Exhibit Space Sponsor will be responsible for all activities occurring at and within its exhibit space and for conducting such activities in a safe and professional manner Sponsor at its own cost shall provide trained and qualified personnel to operate its exhibit Sponsor will not permit any personnel to work while his or her ability or alertness is impaired by fatigue alcohol drugs illness or other causes that might expose such person or others to injury or property to damage Sponsor personnel shall wear identification approved by BSA at all times complete BSA safety training including youth protection training and are subject to a criminal background check conducted by BSA at Sponsorrsquos expense BSA will not be responsible for the conduct of any Sponsor personnel Sponsor will pay all costs and expenses associated with transporting assemblingsetting- up staffing operating and disassemblybreak-down of its exhibit To the extent Sponsorrsquos exhibit involves a physical activity that in BSArsquos sole but reasonable discretion presents a material risk of bodily injury BSA may require Sponsor at its own expense to obtain liability insurance and present proof thereof with coverage in such amounts as BSA reasonably deems sufficient to cover potential claims that could arise from such activity

8 Compliance Sponsor will comply with all applicable federal state and local laws and regulations BSArsquos operational safety and security rules and procedures applicable to the 2019 NAM and the Venuersquos rules and regulations all as communicated to Sponsor BSA reserves the right to immediately remove (or have removed) any Sponsor personnel who fails to comply with any such law regulation rule or procedure or is reasonably deemed unacceptable by BSA

9 Relationship of Parties Nothing in this Agreement shall create any association joint venture partnership or agency relationship of any kind between the parties Sponsor shall not mischaracterize its relationship with BSA under this Agreement including but not limited to the fact that Sponsor is a separate and distinct legal entity from and is not an agent of BSA

10Indemnification Each party hereto (the ldquoIndemnitorrdquo) agrees to indemnify and defend the other party and its affiliates and all of their respective directors officers agents and employees (collectively the ldquoIndemniteerdquo) from all claims actions proceedings losses damages liabilities and costs and expenses including reasonable attorney fees (collectively ldquoLossesrdquo) incurred by an Indemnitee resulting from or in connection with (a) any negligent act omission or misrepresentation by the Indemnitor (b) any unauthorized use or public disclosure of any third partyrsquos personal information by the Indemnitor (c) any infringement of trademark patent copyright right of publicity right of privacy or any other intellectual property right of a third party by the Indemnitor (d) any agreements or alleged agreements made or entered into by the Indemnitor with a third party or (e) any bodily injury illness or death alleged to have been caused in whole or in part by the Indemnitor or its products supplies or materials The Indemnitorrsquos foregoing obligation to indemnify shall not apply to the extent such Losses were caused by the negligence or intentional misconduct of the Indemnitee Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement Indemnitee shall not settle any claim without the Indemnitorrsquos consent

11Confidentiality The terms and conditions of this Agreement are confidential and neither BSA nor Sponsor will disclose whether orally or in writing to any third party (other than such partyrsquos legal and financial advisors) the terms and conditions herein without the other partyrsquos prior written consent

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein

Page 7: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

7 |

NAMNETWORK ASSOCIATE M A R K E T

such materials are in print broadcast or electronic format (including but not limited to commercial e-mail messages mobile apps and Internet websites) without BSArsquos prior written authorization Except as explicitly authorized under a separate written agreement between Sponsor and BSA Sponsor will not use or authorize others to use the BSA Marks or any other BSA trademark service mark trade dress logo or other brand indicia on or in advertising or marketing for any merchandise or other tangible goods whether such merchandise or goods are distributed for publicity purposes for retail sale to consumers for wholesale sale for sale or gift in combination with other products or services or as giveaways

7 Exhibit Space Sponsor will be responsible for all activities occurring at and within its exhibit space and for conducting such activities in a safe and professional manner Sponsor at its own cost shall provide trained and qualified personnel to operate its exhibit Sponsor will not permit any personnel to work while his or her ability or alertness is impaired by fatigue alcohol drugs illness or other causes that might expose such person or others to injury or property to damage Sponsor personnel shall wear identification approved by BSA at all times complete BSA safety training including youth protection training and are subject to a criminal background check conducted by BSA at Sponsorrsquos expense BSA will not be responsible for the conduct of any Sponsor personnel Sponsor will pay all costs and expenses associated with transporting assemblingsetting- up staffing operating and disassemblybreak-down of its exhibit To the extent Sponsorrsquos exhibit involves a physical activity that in BSArsquos sole but reasonable discretion presents a material risk of bodily injury BSA may require Sponsor at its own expense to obtain liability insurance and present proof thereof with coverage in such amounts as BSA reasonably deems sufficient to cover potential claims that could arise from such activity

8 Compliance Sponsor will comply with all applicable federal state and local laws and regulations BSArsquos operational safety and security rules and procedures applicable to the 2019 NAM and the Venuersquos rules and regulations all as communicated to Sponsor BSA reserves the right to immediately remove (or have removed) any Sponsor personnel who fails to comply with any such law regulation rule or procedure or is reasonably deemed unacceptable by BSA

9 Relationship of Parties Nothing in this Agreement shall create any association joint venture partnership or agency relationship of any kind between the parties Sponsor shall not mischaracterize its relationship with BSA under this Agreement including but not limited to the fact that Sponsor is a separate and distinct legal entity from and is not an agent of BSA

10Indemnification Each party hereto (the ldquoIndemnitorrdquo) agrees to indemnify and defend the other party and its affiliates and all of their respective directors officers agents and employees (collectively the ldquoIndemniteerdquo) from all claims actions proceedings losses damages liabilities and costs and expenses including reasonable attorney fees (collectively ldquoLossesrdquo) incurred by an Indemnitee resulting from or in connection with (a) any negligent act omission or misrepresentation by the Indemnitor (b) any unauthorized use or public disclosure of any third partyrsquos personal information by the Indemnitor (c) any infringement of trademark patent copyright right of publicity right of privacy or any other intellectual property right of a third party by the Indemnitor (d) any agreements or alleged agreements made or entered into by the Indemnitor with a third party or (e) any bodily injury illness or death alleged to have been caused in whole or in part by the Indemnitor or its products supplies or materials The Indemnitorrsquos foregoing obligation to indemnify shall not apply to the extent such Losses were caused by the negligence or intentional misconduct of the Indemnitee Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement Indemnitee shall not settle any claim without the Indemnitorrsquos consent

11Confidentiality The terms and conditions of this Agreement are confidential and neither BSA nor Sponsor will disclose whether orally or in writing to any third party (other than such partyrsquos legal and financial advisors) the terms and conditions herein without the other partyrsquos prior written consent

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein

Page 8: NATIONAL ANNUAL MEETING EXHIBITOR PACKET · Welcome to the BSA’s 2019 National Annual Meeting. You have made a smart investment. NETWORK We look forward to seeing you at the NAM

8 |

NAMNETWORK ASSOCIATE M A R K E T

12General This Agreement shall bind the parties their respective heirs personal representatives successors and permitted assigns Neither this Agreement nor the rights or obligations under it may be assigned delegated transferred or sub-licensed by either party without the express prior written consent of the other party provided a party may assign this Agreement in connection with a sale of all or substantially all of its assets This Agreement including the Application and the Exhibitor Packet constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements oral or written relating to the subject matter herein This Agreement may only be amended in writing signed by both parties Either partyrsquos waiver of or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement

13Governing Law Dispute Resolution This Agreement is governed by and will be interpreted in accordance with the laws of the State of Texas without regard to its conflict-of-laws principles

14Notice All notices given under this Agreement shall be in writing addressed to the parties at the addresses set forth below and shall be deemed to have been duly given when sent and delivered by overnight courier or certified mail (return receipt requested) Address for notice to BSA BSA Corporate Engagement Attn Team Leader Client Services 1325 W Walnut Hill Lane Irving TX 75038 with a copy to BSA Legal Department Attn General Counsel at the same address as above Address for notice to Sponsor the address set forth on the Application

15Severability Force Majeure If any provision herein is determined to be unenforceable by a court of competent jurisdiction then the remaining portions of the Agreement shall remain in full effect Neither party shall be liable for failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control including but not limited to fire acts of God labor strikes and acts in compliance with any applicable law regulation or order (whether valid or invalid) of any governmental body (each of the foregoing a ldquoForce Majeure Eventrdquo)

16Signing Authority Sponsor agrees that the person whose name appears on the Application is authorized by Sponsor to bind Sponsor to the terms and conditions herein