Wa'ad Design Events

ADNEC
(Abu Dhabi National Exhibitions Company)

VENUE HIRE AGREEMENT

V32

Contract Number: 25313

Prepared for
Al Waad Exhibition and Events

On
18/01/2024
 ABU DHABI NATIONAL EXHIBITIONS COMPANY

VENUE HIRE AGREEMENT

This Venue Hire Agreement (the “Agreement”) is made between:-

Abu Dhabi National Exhibitions Company (ADNEC) a limited liability company duly incorporated under
the laws of the emirate of Abu Dhabi and the United Arab Emirates, having its principal place of business
at The Abu Dhabi National Exhibition Centre, Abu Dhabi, U.A.E (hereinafter referred to as “ADNEC”);
AND
Al Waad Exhibition and Events having its physical place of business at Sharjah, Maleha RD. Al Shareif
Gallery Bldg., 1st Floor, Office 11, Sharjah, United Arab Emirates and with commercial (or equivalent)
licence number CN-2530711 (hereinafter referred to as “Organiser”).
Where the context so requires, ADNEC and the Organiser may hereinafter be referred to as the “Party” or
the “Parties”.
NOW, THEREFORE, the Parties hereto agree as follows:
1. In return for payment of the Fee by the Organiser to ADNEC, ADNEC shall grant a licence to the
Organiser to stage the Event at the Venue during the Licence Period in accordance with this
Agreement, the attached Schedules and ADNEC Rules and Regulations which form an integral part of
this Agreement and bind the Parties hereto.
2. Schedule 1 sets out the Commercial Details, which inter alia include the title of the exhibition; the
contractual profile; the term of the Agreement; the opening and closing times for each day of the
Licence Period; details of the Venue; the Venue Hire Fee; services costs and any other commercial
information that may be relevant to this Agreement.
3. Schedule 2 sets out Services relevant to this Agreement.
4. Schedule 3 sets out the Standard Contractual Terms for the hire of the Venue.
5. ADNEC Rules and Regulations shall be provided as a separate document; however, the majority are
included within this document.
6. In signing this document, the Organiser confirms that (a) they have read and understood all
information set out within this document. (b) This contract is subject to the Organiser obtaining the
appropriate licences from the relevant Abu Dhabi authorities.

IN WITNESS WHEREOF this Agreement is signed on the day first mentioned below.

SIGNED for and on behalf of ADNEC SIGNED for and on behalf of the ORGANISER

Name ______________________________ Name ______________________________

Signature ______________________________ Signature ______________________________

Position ______________________________ Position ______________________________

Wa'ad Design Events - 25313 - Contract Legal Ref: LD-13-01

 SCHEDULE 1
COMMERCIAL DETAILS
1. Title of Show
Wa'ad Design Events

2. Focus of show

GCC and Local Designers Showcasing their Exclusive Fashion Collections Including Clothing Line,
Jewelries and Perfumes

3. Exhibition Profile

This is a consumer exhibition.

The profile granted by ADNEC for this consumer exhibition is to specifically focus on the “General
Consumer” market and is limited to this specific sector within the horizontal category of “General
Consumer”. It is granted for the duration of this contract and does not offer exclusivity in terms
of individual products exhibited.

The event may only exhibit the following headline products areas in relation to the above stated
category:
Estimated
Products Exhibited
% of net space
Garments 90%
Perfumes 4% 4%
Jewellery / Accessories 4%
F&B 2%

Estimated
Products Exhibited
% of net space
Entrepreneurs 30% 30%
Students 10% 10%
Corporate Buyers 5% 5%
Fashionistas 10% 10%
Mixed High End and Middle-Class Females 60% 45%

Visitor Split % International 15% % National 85%

Wa'ad Design Events - 25313 - Contract Legal Ref: LD-13-01

 4. Publicising the Event

Once the Venue Hire Agreement is signed & exchanged, and prior to publicising the event, the
Organiser must provide ADNEC with the following for approval:-

• Website Information

ADNEC will provide the Organiser with a blank form for completion and return.

• Exhibition Floor plan

ADNEC will provide the Organiser with a CAD version of the relevant hall plan in order that the
Organiser can draw up their proposed exhibition hall layout. See Clause 4.5 of Schedule 3 for
further details.

• Press Conferences and Press Releases

Draft copies of proposed press releases together with proposed Press Release or Press
Conference date prior to publicising.

• Marketing Material

Copies of all draft marketing material prior to publicising.

NB: Please note that the event cannot be publicised or “go on sale” until the above has been both
forwarded to ADNEC, and written approval has been given by ADNEC to the Organiser.

5. Term of Contract

This is a Single Term Venue Hire Agreement for 2024 only.

5.1 Venue Hire Fee

The Licence Fee for 2024 shall be calculated as follows:-

5.1.1 Total Licenced Period

Please find attachment.

5.1.2 Schedule of Charges

Please find attachment.

5.1.3 Additional Areas

All additional areas such as meeting rooms and public areas used will form the
basis of a separate agreement between the Parties and charged for in addition
to the Venue Hire Fee stipulated in this Schedule1.

Wa'ad Design Events - 25313 - Contract Legal Ref: LD-13-01

 6. Timing

Any times stated in this document are specifically Abu Dhabi times.
It should be understood that the Organiser (or their appointed representative) is obligated to be
present on-site at all times for the contractually agreed access timing.

6.1 Build Up and Breakdown Days

Build Up

Opening Time Closing Time

08:00 hours on all days of build up 22:00 hours on all days of build up

Breakdown

Opening Time Closing Time

20:00 hours on all days of breakdown and

1 hour after close of show up to 20:00 hours
17:00 hours on the last day of breakdown

• The agreed contractual timings must be strictly adhered to at all times.

• Qualified floor managers are to be on site at all times 1 per 2 halls
• Requested changes should be made in writing to ADNEC for consideration prior to the team
meeting.
• The Organiser shall issue passes valid for buildup and breakdown period to all persons requiring
admission to the halls for any reason in connection with building or breakdown of the exhibition
stands. These passes must be carried by the holders at all times when entry into the halls is
required and shall be shown on request to the ADNEC Security Officers on duty in the halls. The
Organiser must provide samples of these passes to ADNEC at the Team Meeting.

6.2 Open Period

The Timings of the Open Period during the exhibition are to be confirmed:-
• Exhibitors will be allowed access to the hall(s) up to 60 minutes before opening times and
should leave the hall(s) 30 minutes after closing times.
• The agreed contractual timings must be strictly adhered to at all times.
• Requested changes should be made in writing to ADNEC for consideration prior to the team
meeting.
• It is understood by the Organiser that should the contractual opening times exceed a
maximum of 10-hour duration, then this may be subject to an additional charge of AED
1,000 per hour per day per hall, plus the cost of ancillary services.

NB: above stated opening times relate to year one only. Timings for subsequent events will be
discussed and agreed at the relevant team meetings.

Wa'ad Design Events - 25313 - Contract Legal Ref: LD-13-01

 6.3 Service Costs incurred (but not limited to):-
• Utility charges as per consumption;
• Telephone and IT charges requested by the Organiser;
• Sundry rental charges;
• Additional Services provided by ADNEC in accordance with Schedule 3;
• The costs of repairing all damage to the Venue suffered during the Venue Hire Period in
accordance with Schedule 3;
• The costs of supply of those services specified in clause 11.1.2 of Schedule 3 at the rates
currently in force.

6.4 Payment of Venue Hire Fee

• Payments may be made by wire transfer; bankers draft or in cash. Company or personal
cheques will not be accepted.
• The Service Costs shall be paid within 14 days against delivery by ADNEC to the Organiser of
invoices in respect thereof.

Wa'ad Design Events - 25313 - Contract Legal Ref: LD-13-01

 5.1.1 The Venue shall consist of:
Indoor Exhibition Halls:

Minimum Total Licence Period

Commitment Gross
Hall m2
Build Up Open Breakdown

02.Feb.2024 04.Feb.2024 08.Feb.2024

Marina Hall East 4,400 03.Feb.2024 08.Feb.2024
07.Feb.2024

TOTAL: 4,400

Therefore the minimum commitment is4,400 m2 gross. Any area utilised over and above this figure is subject to availability and will
be charged for in addition at prevailing rates.

Each hall includes an Organiser’s office suite for use by the Organiser for the duration of the Licenced period.

Each Hall excludes underfloor ducts and floor pits (both of which remain the property of ADNEC), the entrance foyers, concourse,
atrium, restaurants and catering areas.

Wa'ad Design Events - 25313 1/18/2024

 SCHEDULE OF CHARGES
Wa'ad Design Events (25313)

Description In Out Usage Units * Unit Of No. Of Unit Rate Charges Discount Total charges
Charge Days AED AED AED AED

Booking

Marina Hall East 2 Feb 2024 3 Feb 2024 Build 4,400.00 M2 2.00 9.15 80,520.00 36,234.00 44,286.00

Marina Hall East 4 Feb 2024 7 Feb 2024 Open 4,400.00 M2 4.00 18.29 321,904.00 144,856.80 177,047.20

Marina Hall East 8 Feb 2024 8 Feb 2024 Break 4,400.00 M2 1.00 9.15 40,260.00 18,117.00 22,143.00

Sub Total: 442,684.00 199,207.80 243,476.20

VAT(5%): 12,173.81

Grand Total: AED 255,650.00

Payment Plan:

Description Percentage Cumulative % Due Date Amount Due AED

Venue Space Booking 100% In Advance 100.00 100.00 25 Jan 2024 255,650.01
Final Invoice Covering Post Event Charges 0.00 100.00 22 Feb 2024 0.00

Total: AED 255,650.01

*RM - Room / PRS- Person / M2- Square Metre / HR-Hour 1/18/2024

Wa'ad Design Events - 25313 - Contract Page 1 of 1
 SCHEDULE 2
SERVICES

1. ADNEC shall supply the following services to the Licenced Area:

1.1 Security:
All security at ADNEC must be provided by an ADNEC appointed Security Services Provider.
• ADNEC will appoint Security Guard(s) at each hall external access V.E. door in tenancy for the duration
of the tenancy specified in Schedule 1. It should be noted that these Security Guards are for securing
of the hall(s) and the venue and bear no relationship to visitor management requirements or any other
requirements, which is an additional service attracting a separate charge.
If the nature of the exhibition requires additional levels of security, then this will be discussed between
ADNEC and the Organiser at team meetings for the exhibition and the Parties shall try to agree on the
levels of additional security required. If the Organiser and ADNEC are not able to agree on the levels of
additional security required, ADNEC may in its sole and absolute discretion appoint such numbers of
additional security guards as it thinks is appropriate taking into account its past experiences at the
Venue and having as its paramount concern the safety of all visitors to the Venue. All such additional
security shall attract a separate charge at ADNEC’s standard rates.
ADNEC shall not be liable to the Organiser, the Exhibitors or any third party for any act or omission of
any security personnel supplied by ADNEC resulting in damage or loss to the exhibits or any other
property save where such security personnel have been grossly negligent.
1.2 Signage:
• An area above each hall entrance (within the exhibition centre), measuring 1 metre by 11 metres, for
the title of the event. However, the organiser is responsible for the graphics, printing, production,
installation and de-rig of individual event title graphics. The organiser may choose to utilise ADNEC for
this additional service, which will be charged for at the prevailing rates. However, if the Organiser
chooses not to utilise ADNEC for this additional service, and then does not complete the de-rig during
the Licence Period, ADNEC reserves the right to charge the Organiser for the delapse.
1.3 Utility Services
• a reasonable amount of general lighting during the Licenced Period;
• a reasonable amount of air conditioning on the pre-opening day and Open Period;
• all the connecting and disconnecting of utility services (mains, water & waste) to the distribution points,
which will be charged for at the prevailing rates. It is then the Organisers responsibility to appoint an
electrical contractor to complete the connections for the exhibitor stands, in line with ADNECs’ Rules
and Regulations.
• ADNEC is the sole provider of all rigging services, including the fixing of all signs and banners, required
by either the Organiser or individual exhibitor. This service will be charged for at prevailing rates.
1.4 Cleaning:
• daily sweep of the Licenced Area (as detailed in Schedule 1 of this document) during Build Up and
Breakdown Periods;
• a thorough clean immediately prior to the opening of the Exhibition (excluding heavy contractor's
materials and re-usable exhibitors' packing cases); The Organiser must ensure that exhibitors and
contractors vacate the Licenced Area by 22:00 hours on the last night of build in order that ADNEC can
provide this service.
• cleaning of gangways and single-storey stands (but not exhibits) during the Open Period;

Legal Ref: LD-13-01 1

 • daily cleaning of the Organiser’s Offices but not including cleaning of Organiser’s eating and drinking
utensils;
• General Exhibition waste from the Licenced Area will be deposited into compactors by ADNEC cleaners
at the end of the exhibition/event, to the value of 40cbm per hall. If the volume of waste is, in ADNEC’s
reasonable opinion, excessive for the Exhibition, ADNEC reserves the right to charge the Organiser for
the cost of additional waste removal and the hire of additional skips. This does not include exhibitors
or contractors waste, which should be fully removed from ADNEC at the end of the tenancy. Any such
waste will incur additional charges which will be passed on to the organiser.
• provision of cleaning materials and toilet consumables;

The following activities are not included in the cleaning services provided by ADNEC:
o Cleaning of exhibits
o Where specialised cleaning is required by the Organiser
o Where waste is generated during the operation of an exhibit i.e. product samples
o Cleaning of the upper floors of multi-storey stands
o Removal of the protective plastic covering from exhibition carpet
o Separate charges will be made by ADNEC for these items
ADNEC reserves the exclusive right, in accordance with clause 11 of Schedule 3, to provide additional
cleaning services in the Licenced Area or to individual exhibition stands.
1.5 Mark-Out:
Mark-out for exhibition stands and feature areas within the Licenced Area.
1.6 Catering:
All catering at ADNEC must be provided by ADNECs appointed catering service provider.
• In accordance with clause 7.3 of Schedule 3, all consumables for onward sale within the Centre and the
Venue or for consumption on a stand shall be provided on an exclusive basis by ADNEC’s appointed
Catering Concessionaire.
• The Organiser’s and Exhibitor’s stand contractors will be permitted by ADNEC during the Build Up and
Breakdown Periods to bring into the Licenced Area food and beverages for personal consumption only
subject to the following provisions:
o The Organiser shall be solely responsible for ensuring that this concession is properly managed in
accordance with the requirements of the Local Authorities;
o Food and beverages may only be brought into the Venue by means of the rear V.E. Doors;
o The individual stand contractor is responsible for ensuring that all food and beverage waste and
containers are disposed of in an hygienic manner;
o The Organiser shall provide suitable eating areas for personal consumption within the Exhibition
Halls, such space to be provided by ADNEC free of charge in addition to the hall space referred to
in Schedule 1;
o The Organiser shall ensure that and shall take such steps as are required to ensure that the Venue
remains hygienic and free of pests at all times;
• ADNEC reserves the right to cancel the concession granted under this section 1.6
ADNEC reserves the right to prohibit the bringing in of such food and beverages that it deems offensive,
noxious or against public policy.

Legal Ref: LD-13-01 2

 1.7 Car Parking:
ADNEC will provide the organiser with 20 Organisers car parking passes and 1 exhibitor pass per 100 m2
gross of the Licenced Area for the duration of tenancy.
Should the Organiser require additional passes, these can be purchased at the prevailing rate.
1.8 Medical:
There will be a basic first aid clinic operational during the open hours of the event.
NB: Clauses 1.2 and 1.5, together with the security package stated in clause 1.1 relate to Licenced halls
only and not other Licenced Areas e.g conference rooms.

Legal Ref: LD-13-01 3

 SCHEDULE 3
ADNEC STANDARD CONTRACTUAL TERMS

The Organiser agrees to abide by the terms and conditions set out herein below:
1. DEFINITIONS AND INTERPRETATION
1.1 In the Agreement the following expressions shall, except where the context otherwise require, have the
following meanings:
• A “Party” means any party to this Agreement individually and “Parties” refers to all of the parties to
this Agreement collectively. A Party shall include all permitted assigns of the Party in question;
• A “person” includes any individual, incorporated or unincorporated entity or association;
• “Administration Charges” means the charges referred to in clause 15.1 below;
• “ADNEC Rules and Regulations” refers to the various rules and regulations in force for the use and
occupation of the Licenced Area (including the Organiser Handbook), as may be varied from time to
time in ADNEC’s absolute discretion;
• “Breakdown Period” as set out in Schedule 1 to this Agreement;
• “Build Up Period” as set out in Schedule 1 to this Agreement;
• “Centre” means the buildings, roads and grounds situated at the Abu Dhabi National Exhibition Centre,
Abu Dhabi, in the management of ADNEC;
• “Commercial Details” means the commercial details set out Schedule 1 to this Agreement;
• “Exhibition Profile” as set out in Schedule 1 to this Agreement;
• “Exhibition” refers to the exhibition specified in Schedule 1 to the Agreement;
• “Exhibitors” refers to persons to whom the Organiser delegates certain of its rights under this
Agreement such as but not limited to exhibitors holding stands and floor space within the Venue;
• “Force Majeure Event” means any circumstance (except any of the Organiser’s payment obligations
under this Agreement) not within a Party's reasonable control including: (i) acts of God, flood, drought,
earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil
commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions,
embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or
sonic boom; (v) any law or any action taken by a government or public authority, including imposing
an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
collapse of buildings, fire, explosion or accident; (vi) any labour or trade dispute, strikes, industrial
action or lockouts; non-performance by suppliers or subcontractors; interruption or failure of utility
service (including district cooling);
• “Fee” as calculated in accordance with Schedule 1 to this Agreement;
• “Hall” means any building or part of a building at the Centre used for the purpose of an Exhibition but
excludes public areas, meeting rooms, retail areas and offices;
• “Leftover Materials” as defined in clause 9.2 below;
• “Licence Fee” refers to the fee set out in Schedule 1 to this Agreement;
• “Licence Period” as set out in Schedule 1 to this Agreement;
• "Licenced Area" means those parts of the Centre, both interior and exterior, licenced to the Licensee;
• “Open Period” as set out in Schedule 1 to this Agreement;

Legal Ref: LD-13-01 4

 • “Services” as detailed in the Schedule 2 to this Agreement;
• “VAT” means value added tax or equivalent tax chargeable in the United Arab Emirates; and
• “Venue” refers to the venue described in or ascertained in accordance with Schedule 1 to this
Agreement.
1.2 Any reference to, or to a provision of, any document (including this Agreement) shall be construed as a
reference to that document or provision as amended from time to time in writing, whether before or after
the date of this Agreement.
1.3 The headings in this Agreement are inserted for convenience only and shall be ignored in construing or
interpreting this Agreement.
1.4 Except where an express provision of this Agreement states the contrary, each and every obligation of a
Party under this Agreement is to be performed at that Party’s cost.
1.5 All references to this Agreement include (subject to all relevant approvals) a reference to that agreement
as amended, supplemented, substituted, novated or assigned from time to time.
1.6 If any term or provision hereof is invalid under law or against public policy then, the remainder of this
Agreement shall not be affected thereby and shall remain in full force and effect.
1.7 Nothing in this Agreement shall grant the Organiser any exclusive rights in relation to ADNEC or the Venue.
1.8 In this Agreement, any words following the terms “including”, “include”, “in particular” or any similar
expression shall be construed as illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
1.9 No rule of contract interpretation applies to the disadvantage of a Party on the basis that it put forward this
Agreement or any part of it.
2. WORKING TOGETHER
2.1 Unless the Parties would infringe the Law by complying with this clause, the Parties will be fully committed
to the development and improvement of the Exhibition at the Venue during the Licence Period. The Parties
will co-operate and will be open and trusting in their dealings with each other and to this end will share
information and develop and openly discuss ideas (as long as in doing so, neither Party is in breach of any
legitimate duty of confidentiality owed to another person). The Organiser shall liaise with and maintain a
positive working relationship with ADNEC.
2.2 Save as expressly provided in this Agreement, the Organiser shall not in the performance of this
Agreement:-
2.2.1 incur any liabilities on behalf of ADNEC; or
2.2.2 make any representations or give any warranty on behalf of ADNEC; or
2.2.3 enter into any contract or obligations on behalf of ADNEC.
2.3 Nothing in this Agreement shall create a relationship of partnership or a joint venture as between the
Parties and accordingly neither Party shall be authorized to bind the other unless expressly allowed by this
Agreement.
2.4 The Organiser shall not:-
2.4.1 Prejudice any licence relating to the Venue or the Exhibition or cause a breach of any Law or cause
a nuisance to ADNEC or to any occupiers of the Centre or of premises adjoining the Centre;
2.4.2 Cause ADNEC to incur any extra or increased insurance premium in relation to the insurance taken
out by ADNEC, the insurance of the Centre or any part thereof or of any adjoining or neighbouring
premises nor make any policy of insurance void. The Organiser shall immediately notify ADNEC of

Legal Ref: LD-13-01 5

 any act which may cause any claim to arise under or which may make any policy of insurance void
or which may cause the premium to be increased and to pay any extra premium;
2.4.3 Contract with Exhibitors and/or any other party on terms which are in conflict with this Agreement;
2.4.4 In any way assign, sub-licence, dispose of or deal with the benefit or burden of this Agreement
provided that this clause shall not prevent the Organiser or its Exhibitors from employing
contractors to erect and dismantle stands in compliance with the Agreement.
3. LICENCE
3.1 In consideration of the payment by the Organiser to ADNEC of the Fee, ADNEC grants to the Organiser a
licence to use the Venue for the Exhibition during the Licence Period pursuant to and in accordance with
the terms of this Agreement. Such licence shall include non-exclusive rights of access and egress to the
Venue.
3.2 ADNEC gives no assurance as to the nature or timing of future events at the Venue or other venues managed
by ADNEC, save as specified in Schedule 1 of this document.
3.3 The Parties agree that:
3.3.1 there is no intention by ADNEC (or the Organiser) to create a tenancy under the UAE Tenancy Laws
in favour of the Organiser or any Exhibitor; and
3.3.2 no such tenancy has been or shall be created by this Agreement or otherwise; and
3.3.3 neither the Organiser nor any Exhibitors has exclusive possession of the Venue; and
3.3.4 ADNEC retains the right at any time to use any area within the Venue including any areas
mentioned in this Agreement.
3.4 The Organiser shall comply with the Exhibition Profile as specified in Schedule 1 in carrying out the
Exhibition and ADNEC Rules and Regulations.
3.5 The Organiser may grant sub licenses for any part of the Venue to Exhibitors within that Licenced Area in
Schedule 1, or with the written consent of ADNEC for areas not within the Licenced Area, for a duration not
exceeding the Licence Period and ensure that the terms and conditions of the sub license are not contrary
to or inconsistent with the provisions of this Agreement.
4. THE ORGANISER’S RIGHTS & OBLIGATIONS
4.1 All rights granted to the Organiser under this Agreement are:-
4.1.1 for the duration of the Licence Period only;
4.1.2 subject to the Organiser’s strict compliance with this Agreement and the applicable law;
4.1.3 in common with ADNEC, ADNEC’s authorised representatives and assigns and all others entitled
to a like right; and
4.1.4 solely for the purpose of organising and holding the Exhibition as per Schedule 1 of this document.
4.2 The Organiser will provide to ADNEC data relating to its visitors and exhibitors to enable ADNEC to carry
out its responsibilities and provide Venue related services and support, subject to compliance with any
privacy legislation or similar legislation in relevant jurisdictions.
4.3 The Organiser will comply in full with their part of the Agreement.
4.4 The Organiser shall supply to ADNEC, for ADNECs review and authorisation:-

4.4.1 Prior to publicising event:-

• Website Information for inclusion on ADNEC website; and

Legal Ref: LD-13-01 6

 • Exhibition Floor Plan
3 x 1:200 scale CAD drawing of the hall plan showing the requested exhibition floor layout.
ADNEC will provide the Organiser with a CAD version of the relevant hall plan in order that the
Organiser can draw up their proposed exhibition hall layout. The proposed layout must
adhere to the following regulations:-
o At the front and the back of the halls, there must be a 1.5 metre gangway from the hall
walls to the back wall of stands. This is for utility & fire equipment access. This must be
maintained throughout the build, open and breakdown period.
o At either side of the exhibition floor plan, there must be a 0.5 metre gangway from the
partition walls to the back wall of the stands which must be kept clear at all times.
o All other gangways within the exhibition must be a minimum of 3 metres.
o There must be a minimum of 2 x 3 metre gangways leading to the fire escape routes (see
blank CAD plan); and
• Press Conferences and Press Releases
Draft copies of proposed press releases together with proposed Press Release or Press
Conference date prior to publicising; and
• Marketing Material
Copies of all draft marketing material prior to publicising.
4.4.2 Prior to staging event:-
• Requested amendments to contractual:-
o Show title
o Show profile
o Show plan

• Exhibition Floor Plan

o 3 x 1:200 scale CAD drawing of the hall plan showing the up to date exhibition floor layout
with requested amendments (at least 3 months prior to the event)
o 3 x 1:200 scale CAD drawing of the hall plan for mark-out (at least 14 calendar days before
start of tenancy). If the plan for mark-out is not received on or before 14 calendar days
before start of tenancy, additional charges will apply. See Organiser Handbook for further
details.
• Exhibitor Manual
A draft copy of the exhibitor manual (at least 3 months prior to the event) prior to forwarding
to exhibitors.
4.5 It should be understood that the Organiser (or their appointed representative) is obligated to be present
on-site at all times for the contractually agreed access timing.
4.6 The Organiser shall have the exclusive right to make arrangements for the broadcasting, recording or
televising of the Exhibition and to retain all payments received for the same, providing the filming is done
within the confines of the Licenced Area.

5. HEALTH AND SAFETY

Legal Ref: LD-13-01 7

 5.1 In addition to its obligations under the Agreement regarding health and safety, the Organiser will comply,
at its own expense, with all reasonable requirements of ADNEC regarding the health and safety of persons
working at the Licenced Areas and or visiting the Exhibition.
6. PROMOTION & ADVERTISING
6.1 During the Licence Period the Organiser will comply with ADNEC Rules and Regulations in relation to
promotions and advertising and any other reasonable instructions of ADNEC from time to time.
6.2 During the Licence Period, the Organiser agrees to promote the Exhibition under the name specified in the
Commercial Details (or such other name as may be agreed by ADNEC in writing) and undertakes to use the
Venue for such purposes and to keep open such event to visitors for the hours specified in Clause 6.2 of
Schedule 1 of this document.
6.3 In respect of advertising at the Centre, the Organiser has the right to sell advertising in respect of the interior
areas of the Licensed Area only and all other rights in respect of advertising at the Centre are reserved to
ADNEC (including exterior areas of Halls and temporary structures whether erected by ADNEC, the
Organiser or any third party). The Organiser understands that ADNEC reserves the right to enter into venue
sponsorship agreements with third parties and to sell or otherwise provide advertising space in order to
make displays at any part of the Centre (except those areas reserved to the Organiser as set out above) as
ADNEC deems fit. The Organisers undertakes not to interfere with such displays taking place pursuant to
such sponsorship agreements, whether entered into prior or subsequent to this Agreement. In addition,
the Organiser acknowledges that such sponsorships are material to the business of ADNEC regardless of
any conflicts of sponsorship that may arise.
6.4 ADNEC reserves the right to provide advertising and media services to all users of the Venue. The Organiser
is not in any way entitled to sell site-related advertising placement or rights without prior written consent
of ADNEC.
6.5 The Organiser agrees that the trade names of its Exhibition, brand name and marquees may be used at all
times by ADNEC for promoting future events at the Venue. With regard to use of Exhibitor names, this may
also be done providing ADNEC gains the individual exhibitor consent.
6.6 Installation of advertising is strictly the remit of ADNEC. The Licensee shall not erect any exhibition, stands
or displays in the facilities or any other part of the Centre (including any and all temporary structures
whether erected by ADNEC, the Organiser or any third party) or fix any items to the walls or floors of the
Hall or suspend them from the ceilings, or any other part of the structure of the Licenced Areas or the
Exhibition Centre and by whatever means without in each case first obtaining the ADNEC’s prior consent in
writing.
7. CONDUCT OF THE EXHIBITION
7.1 Access to and exit from the Venue is only allowed:
7.1.1 on foot over and along those pathways at the Centre as ADNEC may direct; and
7.1.2 with or without vehicles via any roadways identified by ADNEC (the “Roadways”). The Organiser
shall not at any time obstruct in any way or park vehicles on the Roadways. ADNEC may vary the
agreed times to park the vehicles, if it considers such variation to be necessary; and
7.1.3 via the entrances and exits permitted by ADNEC.
7.1.4 by contractors through the V.E. doors at the back of the halls. This pertains to deliveries and
removals of materials as well as contractors themselves.
The Organiser shall explain these arrangements to its guests, staff, contractors and other invitees.
7.2 The Organiser shall:-
7.2.1 only use the Venue for the sole purpose of staging the Exhibition;

Legal Ref: LD-13-01 8

 7.2.2 not exhibit any exhibit or show any category or exhibit other than in accordance with the Exhibition
Profile.
7.2.3 not use the Venue for any illegal or immoral purpose or for betting or gaming or for the holding of
a lottery.
7.3 All consumables (including beverages, alcoholic drinks, food, ice cream, sweets, confectionary and any
other refreshments of any nature whatsoever) for onward sale at the Exhibition or consumed on a stand
are to be obtained from ADNEC or suppliers nominated by ADNEC.
7.4 All staff required for the purpose of staging the Exhibition shall be provided by the Organiser (save only to
the extent that ADNEC has agreed to provide the services.) It is the Organisers responsibility to ensure
that all contractors carry the relevant legal documentation with them so they can present it if requested.
7.5 All property brought on to the Venue or the Centre (including Leftover Materials as defined below) shall be
brought at the owner’s risk and ADNEC shall not be responsible for the safekeeping of property and ADNEC
shall not be in any way responsible for any theft, loss or other damage in respect of such property save, in
each case, where ADNEC or its employees or agents are guilty of gross negligence or wilful default.
7.6 If any harm or damage is caused to the Venue or to any chattels or other property situated at the Venue
due to the negligence of the Organiser, by the Organiser or any Exhibitors or the Organiser's agents or
contractors, such damage or harm will be made good by and at the expense of the Organiser. If the
Organiser has not made good such damage or harm to ADNEC’s reasonable satisfaction within a reasonable
time as notified by ADNEC to the Organiser, ADNEC shall have the right to make good such damage or harm
itself and the Organiser shall fully indemnify ADNEC in relation to the costs incurred by ADNEC in that
regard.
7.7 ADNEC may request that the Organiser shall remove from the Venue or ADNEC may bar access to or remove
from the Venue:-
7.7.1 any person or persons including contractors or sub-contractors, agents, employees and invitees of
the Organiser and any Exhibitors acting in a certain manner which shall include, but shall not be
limited to, persons intoxicated by alcohol, persons under the influence of drugs or persons
generally behaving in a threatening or abusive manner; and/or
7.7.2 any person under the age of 16 years old during Build up and Breakdown periods; and/or
7.7.3 any advertising or other installation or material of any nature whatsoever; and/or
7.7.4 any stand, kiosk, room or other place within the Venue,
which is in the reasonable opinion of ADNEC, is or may be undesirable, inappropriate, harmful (including
harmful to the reputation and commercial interests of ADNEC), offensive or obscene or illegal or which
constitutes or may cause a breach of any of the provisions of the U.A.E. Law or where applicable a breach
of the peace.
7.8 ADNEC may:-
7.8.1 close any stand giving rise to any such rights of removal referred to in clause 7.7 above;
7.8.2 cease any activity in any part of the Venue or any stand in the Venue which, in the reasonable
opinion of ADNEC, constitutes or may cause a breach of any law and the ADNEC’s Standard
Contractual Terms or a breach of the peace;
7.8.3 deny access to or otherwise exclude from the Venue or any part thereof any person (other than
an employee or invitee of ADNEC) who infringes (whether as employer or employee) the
Agreement.
7.9 The Organiser hereby accepts that ADNEC is currently in the process of construction, demolition, repair or
replacement of buildings on or at, or forming part of, the Venue and ADNEC hereby agrees to use, and shall
procure that all its contractors employed by ADNEC use, all reasonable endeavours to ensure that any

Legal Ref: LD-13-01 9

 vibration, noise, smell, smoke or other nuisance arising from such works is kept to a minimum and that if
any such activity should materially affect the holding up of the Exhibition, ADNEC shall use, and shall procure
that all its contractors employed by ADNEC use, all reasonable endeavours to rectify the situation as soon
as possible.
7.10 If the Organiser or an Exhibitor sub-contracts stand construction and related services for the Exhibition, the
Organiser shall be liable to ADNEC for the acts and omissions of such sub-contractor as if those acts or
omissions had been omitted or committed by the Organiser itself.
7.11 To the extent necessary for the proper enjoyment of the rights granted to the Organiser, such rights may
extend to the Exhibitors and to their respective contractors, sub-contractors, agents and employees
provided always that:-
7.11.1 the Organiser shall make it an express term of each sub-licence that certain rights are reserved to
ADNEC and others as expressed in this Agreement and that no claims shall lie against ADNEC or
any other person by reason of the exercise of such rights; and
7.11.2 the Organiser shall be primarily liable to ADNEC for all acts or omissions of any Exhibitors, the
Exhibitors’ contractors, sub-contractors, agents and employees as if such act or omission had been
committed or omitted by the Organiser itself and ADNEC shall not be required to pursue the
Exhibitors, the Exhibitors’ contractors, sub-contractors, agents and employees before making any
claim against the Organiser.
7.12 ADNEC reserves the right to levy parking fees.
7.13 The Organiser shall not without the prior written consent of ADNEC, in any way, modify the physical
structure of the Venue including the walls, floors, ceilings, supports or other infrastructure regardless of the
Organiser’s intention to “make good” the modifications.
8 CATERING AND REFRESHMENTS AT THE EXHIBITION
8.1 ADNEC has the exclusive right to provide all catering facilities and refreshments at the Venue. ADNEC may
exercise this right itself or may grant permission to third parties to provide catering facilities at the Venue.
The Organiser will ensure that neither the Organiser itself, nor any Exhibitors nor any other person
attending the Exhibition shall offer catering services or claim to grant permission to any person to provide
catering facilities at the Venue.
9 VACATION OF THE VENUE
9.1 Without prejudice to any other provision of this Agreement, ADNEC has the right to obtain vacant
possession of the Venue when the Licence Period expires at the expense of the Organiser. The Organiser
shall leave and handover the Venue to ADNEC in as good and clean order and condition as it was in on the
commencement of the Licence Period.
9.2 Before 1700 hours on the last day of the Licence Period or as otherwise agreed by ADNEC in writing from
time to time, the Organiser shall remove and clear from the Venue all structures, goods and waste and
other materials brought into the Venue or any other part of the Centre or otherwise generated by the
Organiser or by any Exhibitors or by their respective contractors, employees or agents (except for waste
which ADNEC is responsible for removing as part of the Services) (“Leftover Materials”).
9.3 At any time after 1700 hours on the last day of the Licence Period or as otherwise agreed in writing from
time to time by ADNEC, at the cost of the Organiser ADNEC may remove all Leftover Materials from the
Venue. ADNEC will consult with the Organiser as to what is refuse and what is valuable material. Upon the
expiry of the end of the Licence Period ADNEC may treat the Leftover Materials as refuse (regardless of the
nature, state or condition of such structures, goods or other materials and whether they are owned by the
Organiser, an Exhibitor or another person) and to dispose of these as ADNEC sees fit without incurring any
obligation whatsoever to the Organiser.

Legal Ref: LD-13-01 10

 9.4 Where the Organiser fails to remove the Leftover Materials in accordance with this clause 9, the Organiser
shall be construed to have waived all its rights in relation to such Leftover Materials and given full and final
authority to ADNEC to dispose of the same and adjust the proceeds thereof towards disposal costs.
However, the Organiser shall remain fully responsible for and keep ADNEC indemnified in respect of all
Leftover Materials, which may cause risk or hazard to ADNEC, its representatives or assigns while removing
or disposing of the same in accordance with sub-clause 9.6 below.
9.5 If the Organiser fails to handover the Venue cleared of all Leftover Materials in accordance with this
Agreement, and where ADNEC decides not to invoke its rights under sub-clause 9.3 and 9.4 above, the
Organiser shall upon receipt of ADNEC’s invoice and without prejudice to ADNEC’s other rights and
remedies, for each day or part of a day in respect of which such failure continues, pay one full day’s Fee at
the same rate per day as those applicable during the Licence Period.
9.6 The Organiser shall procure that each Exhibitor accepts the right of ADNEC to regard any Leftover Materials
left on the Centre after the expiration of the License Period as refuse (regardless of the nature, state or
condition of the Leftover Materials and whether or not the Exhibitor is the owner) and the right of the
Organiser or of ADNEC acting as its agent (and at the cost of the Organiser) to dispose of them accordingly
and the Organiser hereby authorises ADNEC to act as its agent for such purposes and agrees to keep ADNEC
fully indemnified in respect of claims of whatever nature brought against ADNEC in consequence of such
disposal, whether by the Exhibitors or the owner, including all associated costs and expenses incurred by
ADNEC in relation to such claims.
9.7 It shall be the sole responsibility of the Organiser to ensure that its Exhibitors permit ADNEC to exercise its
rights under this clause 9.
9.8 The Organiser acknowledges and agrees that ADNEC shall have the right in its absolute discretion to order
an evacuation of the Venue in order to respond to an emergency or the threat of an emergency without
incurring liability. However, ADNEC may but is not bound to consult the Organiser before issuing such order.
10. FEES AND PAYMENT
10.1 The Organiser shall pay to ADNEC the Venue Hire Fees and other charges as specified in Schedule 1 to this
Agreement. In calculating the Venue Hire Fees factors specified in Schedule 1 to this Agreement shall be
taken into consideration. The Fee shall be payable on the dates mentioned in Schedule 1. Any area
occupied in excess of the gross commitment will be subject to additional charges, which will result in a
corresponding increase to the Fee.
10.2 If the Organiser requests ADNEC to undertake tasks and/or provide goods or services which ADNEC is not
obliged to undertake or provide as set out in this Agreement (“Additional Services”), then ADNEC shall be
entitled to make an additional charge for those Additional Services and shall inform the Organiser
accordingly prior to undertaking such tasks. The Organiser shall pay such additional charge prior to
commencement of the Licence Period or as required by ADNEC. Within 30 days of the end of the Licence
Period, any difference between the estimated charge and the actual charge for the Additional Services will
be invoiced or reimbursed (as the case may be) by ADNEC. Any invoice raised by ADNEC in this regard will
be payable within 30 days of the end of the Licence Period. ADNEC reserves the right to decide what in its
reasonable opinion constitutes an Additional Service. Prior to coming onsite, the Organiser must provide
ADNEC with a full list of “signatures” for those staff (within the Organisers company) who have the authority
to sign on behalf of the Organiser for any additional services ordered whilst on site. The Organiser will be
liable for all costs relating to any additional services requested and signed for by the authorised signatories.
10.3 All sums payable to ADNEC under this Agreement: (i) are inclusive of VAT at the rate of 5% (five percent);
and (ii) may be adjusted by ADNEC from time to time to reflect any change or changes to the said rate of
VAT under the laws of the United Arab Emirates.
10.4 The Organiser shall pay within 30 days of receipt of ADNEC’s invoice (providing this complies with the
contractual payment terms of the Licence Fee stated in Schedule 1 of this document) all sums properly
invoiced, the Fee and all monies, expenses, costs and charges referred to in this Agreement (including any

Legal Ref: LD-13-01 11

 sums owing to ADNEC in relation to the Additional Services) and any other charges in relation to extra costs
incurred by ADNEC in exercising its rights under this Agreement or which ADNEC is entitled to charge the
Organiser in full on the dates specified in this Agreement. The Organiser shall be entitled to deduct or set-
off any of the Fees or any other sums owing to ADNEC by the Organiser from any sums owing to the
Organiser by ADNEC. In addition the Organiser shall pay ADNEC within 30 days of receipt of a demand the
cost of repairing all damage to the Venue suffered during the Licence Period (except for fair wear and tear,
damage by insured risks and damage by ADNEC and its agents, employees and sub-contractors). ADNEC
shall decide in its reasonable opinion whether or not damage is caused by fair wear and tear and ADNEC’s
decision shall be final.
10.5 If any sum payable by the Organiser to ADNEC under or in connection with this Agreement is not paid in
cleared funds by the due date (whether or not demanded or invoiced), ADNEC shall be entitled at any time
or times to charge the Organiser interest on the overdue amount, from the due date up to the date of actual
payment in cleared funds, after as well as before judgment, at the rate of twelve (12) per cent per annum.
10.6 Save as provided in clause 14, if the Organiser fails for whatever reason to use the Venue for the Exhibition
during the whole of or any part of the Licence Period, the Organiser shall (without prejudice to any other
claim of ADNEC arising as a result of that failure) pay to ADNEC (and in addition to the Fee) all reasonable
costs incurred by ADNEC in relation to such failure, including the full cost of the Licence Fee.
10.7 The Organiser shall at all times keep ADNEC fully indemnified against all actions, claims, demands, damages,
expenses, compensation, costs, charges, liabilities and proceedings which may arise in any manner
whatsoever in relation to:-
10.7.1 cancellation of the Exhibition;
10.7.2 closure of any stand at the Exhibition;
10.7.3 the removal, ejection or denial of access (as the case may be) of any person to or from the
Exhibition by the Organiser;
10.7.4 any breach or alleged breach by the Organiser or by any persons invited directly or indirectly by
the Organiser on to the Venue of any of the material provisions of the Law and/or the ADNEC’s
Standard Contractual Terms or of any other provisions of this Agreement; and
10.7.5 any default in relation to any of the Organiser’s obligations to vacate the Venue on time and in the
same condition as the Venue was in at the commencement of the Licence Period.
11. RIGHTS OF ADNEC
11.1 Notwithstanding any rights granted to the Organiser, at any time, ADNEC (and all persons authorised by
ADNEC) has the exclusive right to:-
11.1.1 save as provided in clause 6.3, place all advertising space and advertisements in the Centre and
the Venue in the positions that ADNEC sees fit and make this available for use either with or
without a fee;
11.1.2 supply at the terms and prevailing rates currently in force at ADNEC:-

• all compressed air whether from the mains or in cylinders;

• all electricity whether from the mains, batteries or generators;

• all of the Services mentioned in Schedule 2 to the Agreement;

• all distribution point connections for utility services. In the case of electricity ADNEC’s right to
supply shall extend up to but not beyond the distribution point or points on individual stands;
and

Legal Ref: LD-13-01 12

 NB: The Organiser shall not install at the Exhibition Centre any supplementary plant for
generation or supply of electricity, compressed air or gas. ADNEC shall supply all electricity,
gas and compressed air, unless unable to provide the demand required.
11.1.3 make arrangements for the broadcasting, recording or televising of the Centre, excluding the
Exhibition, and to retain all payments made in respect of such broadcasting, recording or televising,
unless otherwise agreed in writing with the Organiser.
11.2 ADNEC (and all persons authorised by ADNEC) shall have the non-exclusive right:-
11.2.1 to enter the Venue at any time during the Licence Period by producing to the Organiser an official
pass issued by ADNEC;
11.2.2 to take action as it deems fit in relation to the Centre and the Venue to ensure good conduct and
safety at the Venue including inspecting, maintaining, replacing and modernising the Venue and
its services whether or not this involves erection of scaffolding, the use of other temporary
structures or equipment around or within all or a part of the Venue even though this may cause
temporary inconvenience to the, Organiser, Exhibitors and/or visitors;
11.2.3 to enter the Venue for any purpose including inspecting, altering, repairing, maintaining, renewing,
modernising, cleaning or adding to the Venue or any part of the Venue, any present or future
sewers, drains, watercourses, cisterns, water pipes, gas pipes, compressed air pipes, gas meters,
electric wires, electric meters, telephones, ventilating pipes, flues, shafts, HVAC apparatus,
television or wireless equipment, cabling or ducting or chimneys, lights, aerials, doors, lifts,
escalators, ducts, ladders or other convenience in, upon, over or under the Venue;
11.2.4 if any sum that is due and payable by the Organiser to ADNEC and which remains unpaid, to take
possession of any property of the Organiser on the Venue at that time and to retain possession
until the sums owing are paid and if payment is not made within 14 days of ADNEC taking
possession of the property to sell that property and to use the proceeds (after deduction of the
costs of taking possession, storage and sale) to make that payment provided that (a) any leftover
money or property after payment has been made and costs met will be returned to the Organiser
and the Organiser will have no claim against ADNEC for taking possession of the property or in
relation to the conduct of the storage or of the sale and (b) that if the monies are not adequate to
meet such obligations and costs the Organiser will remain liable for any outstanding balance.
11.3 ADNEC shall at all times have a right of access to the Venue to exercise its rights under the Agreement.
11.4 ADNEC may suspend the rights granted to the Organiser (in whole or in part) or control in the manner and
degree which it considers necessary if any situation or event occurs during the Licence Period which in
ADNEC’s opinion conflicts with this Agreement or which is likely to cause the Organiser to become in breach
of its obligations under this Agreement or which constitutes or may constitute a serious hazard to public
safety.
11.5 ADNEC may decide at its sole discretion whether or not it will exercise its rights under the Agreement.
ADNEC shall be under no implied obligation to exercise any of such rights. Those rights reserved by ADNEC
which are exercisable during the Licence Period shall be exercised in such a manner as to cause as little
disruption as is reasonably practicable to the Venue and to the holding of the Exhibition and as little
nuisance or annoyance as is reasonably practicable to any persons or property for the time being on the
Venue.
12. INSURANCES AND EXCLUSION AND LIMITATION OF LIABILITY
12.1 The Organiser shall have in place and maintain property and public liability insurance in respect of the
Exhibition for an amount of not less than AED5 million (five million dirhams) and the Organiser shall ensure:
• such policies are taken out with reputable insurance companies that are acceptable to ADNEC;

Legal Ref: LD-13-01 13

 • all such insurance policies taken out shall be maintained in full force and effect during the term of the
Licence Period;
• ADNEC's name is noted on each of the insurance policies as an interested party;
• it shall obtain from its insurers wavier of subrogation and other rights against ADNEC; and
• ADNEC are provided with a copy of each insurance policy not less than 30 days prior to the event.
12.3 ADNEC does not warrant any particular outcome in respect of the exercise or enjoyment of the rights
granted by ADNEC to the Organiser under this Agreement and all warranties not expressly set out in this
Agreement are hereby excluded.
12.4 Nothing in this Agreement limits or excludes ADNEC’s liability for any act or omission, liability for which may
not be limited under the laws of the United Arab Emirates as applied in the Emirate of Abu Dhabi.
12.5 Subject to clause 12.4, ADNEC shall not be liable to the Organiser, whether in contract, tort (including
negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement
for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss
of or damage to goodwill; loss of use or corruption of software, data or information; and/or any indirect or
consequential loss.
12.6 Subject to clause 12.4 and clause 12.5, ADNEC total liability to the Organiser, whether in contract, tort
(including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this
Agreement shall be limited to the proportion of the Licence Fee paid by the Oragniser to ADNEC under this
Agreement.
12.7 Any claim by the Organiser arising under or in connection with this Agreement must be filed within 12
months of such claim arising or be forever barred.
12.8 Each provision in this clause 12 excluding or limiting liability shall be construed separately, applying and
surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in
any circumstances and shall remain in force notwithstanding the termination or expiry of this Agreement.
13. TERMINATION
13.1 Either Party may terminate this Agreement immediately without a court order on giving written notice to
the other if:
13.1.1 the other Party commits a material breach of this Agreement and (if such a breach is remediable)
fails to remedy that breach within 7 (seven) days of that Party being notified in writing of the
breach; or
13.1.2 the other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts
as they fall due or admits inability to pay its debts.
13.2 For the purposes of clause 13.1, any failure by the Organiser to pay any sum payable under this Agreement
to ADNEC by its due date shall be deemed to be a material breach of this Agreement which is not
remediable.
13.3 ADNEC may on giving written notice to the Organiser suspend ADNEC’s obligations under this Agreement
in whole or in part (including withholding access to the Licence Area) if the Organiser is in breach of any of
its obligations under this Agreement or any other agreement between ADNEC and the Organiser or any
affiliate of the Organiser.
13.4 The expiry or termination of this Agreement for any reason is without prejudice to any rights or obligations
which have already accrued before the date of expiry or termination and will not affect the coming into
force or the continuation in force of any of its provisions which expressly or by implication are intended to
come into force or to continue in force on or after expiry or termination.

Legal Ref: LD-13-01 14

 13.5 ADNEC reserves the right to terminate this Agreement where the Organiser or any of its Exhibitors or its or
their contractors engage in activities which in the reasonable opinion of ADNEC are of such nature as to
bring disrepute to the business or organisation of ADNEC, unless written undertaking is provided to ADNEC
by the Organiser to prevent, in the case of inappropriate behaviour from exhibitors or contractors, the
attendance of the offending exhibitor or contractor, as the case may be, at future events for this exhibition
profile as highlighted in Schedule 1.
13.6 In the event that the Exhibition is cancelled or postponed, the Organiser shall be responsible to notify the
exhibitors, visitors and other concerned parties to that effect.
14 FORCE MAJEURE
14.1 Provided it has complied with clause 14.2, if a Party is prevented, hindered or delayed in or from performing
any of its obligations under this Agreement by a Force Majeure Event (“Affected Party”), the Affected Party
shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance
of such obligations. The time for performance of such obligations shall be extended accordingly.
14.2 The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event,
notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or
potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations
under the Agreement; and (b) use its reasonable endeavours to mitigate the effect of the Force Majeure
Event on the performance of its obligations.
14.3 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations
for a continuous period of more than 30 (thirty) days, the Party not affected by the Force Majeure Event
may terminate this Agreement by giving 30 (thirty) days written notice to the Affected Party.
15. CANCELLATION OF THE EXHIBITION BY THE ORGANISER
15.1 If the Exhibition is cancelled or this Agreement is terminated by the Organiser, the Administration Charges
immediately payable by the Organiser shall be as follows: -
15.1.1 30% of the total Licence Fee - more than 12 months prior to the commencement date of the
Licence Period;
15.1.2 50% of the Licence Fee - more than 6 months prior and less than 12 months prior to the
commencement date of the Licence Period;
15.1.3 75% of the Licence Fee - more than 3 months prior and less than 6 months prior to the
commencement date of the Licence Period;
15.1.4 100% of the Licence Fee - less than 3 months prior to the commencement date of the Licence
Period.
15.2 Where the Exhibition is cancelled by the Organiser under this clause 15 ADNEC shall have the right to re-let
the Venue during the Licence Period.
15.3 The Organiser acknowledges that the Administration Charge represents a genuine and fair pre-estimate of
the incremental loss, damages and costs which will be suffered by ADNEC in the event of wrongful
termination of this Agreement, the administrative disruption and inconvenience being greater the nearer
the time of termination to the date of commencement of the Licence Period, including in relation to
ADNEC’s endeavours to re-let the Venue for the Licence Period.
15.4 If at any time prior to the commencement of the Licence Period for any part of the Venue this Agreement
is terminated by ADNEC for breach of contract by the Organiser or ADNEC reasonably considers that the
Organiser has wrongfully terminated this Agreement, then ADNEC shall , without prejudice to all other
rights available to it, be entitled to retain all such part of the Fee previously paid by the Organiser to ADNEC
and to demand and to receive immediate payment of the balance of the Fee. In addition, ADNEC will be
entitled to claim reimbursement from the Organiser of all additional outgoings specifically incurred by

Legal Ref: LD-13-01 15

 ADNEC in relation to the Exhibition including any additional charges chargeable to the Organiser in
accordance with the Agreement plus an Administration Charge.
16. GOVERNING LAW & DISPUTE RESOLUTION
16.1 This Agreement shall be governed by the laws of the UAE as applied in the Emirate of Abu Dhabi.
16.2 If the Organiser is legally established in the UAE in accordance with the laws of the UAE, the Parties hereby
agree to submit to the exclusive jurisdiction of the courts of the Emirate of Abu Dhabi in relation to any
matter or dispute arising out of or in connection with this Agreement.
16.4 If the Organiser is not legally established in the UAE in accordance with the laws of the UAE, the Parties
hereby agree that that any dispute arising out of or in connection with this Agreement (including any
question regarding its existence, validity or termination) shall be finally resolved by arbitration in
accordance with the following:
16.4.1 the rules of the arbitration shall be Abu Dhabi Commercial Conciliation and Arbitration Centre;
16.4.2 the number of arbitrators shall be 1 (one);
16.4.3 the seat or legal place of arbitration shall be the city of Abu Dhabi, UAE;
16.4.4 the language to be used in the arbitral proceedings shall be English;
16.4.5 the decision of the arbitration shall be final and binding upon the Parties and enforceable against
them in any court of competent jurisdiction; and
16.4.6 the arbitrator may award legal fees and expenses as he thinks fit.
17. CONFIDENTIALITY
17.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information
concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by
clause 17.2
17.2 Each Party may disclose the other party's confidential information:
17.2.1 to its employees, officers, representatives or advisers who need to know such information for the
purposes of exercising the party's rights or carrying out its obligations under or in connection
with this agreement. Each party shall ensure that its employees, officers, representatives or
advisers to whom it discloses the other party's confidential information comply with this clause
17; and
17.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory
authority.
17.3 No Party shall use any other Party's confidential information for any purpose other than to exercise its rights
and perform its obligations under or in connection with this Agreement.

18 GENERAL LEGAL PROVISIONS

18.1 If there is any conflict between ADNEC’s Standard Contractual Terms and ADNEC Rules and Regulations,
ADNEC’s Standard Contractual Terms shall prevail.
18.2 All notices or other formal communications to ADNEC or the Organiser shall be in writing and may be
delivered personally or by courier or facsimile and shall be effective at the time of receipt of such letter or
facsimile by the desired recipient.

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 18.3 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all
previous agreements, promises, assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter.
18.4 Each Party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies
in respect of, any statement, representation, assurance or warranty (whether made innocently or
negligently that is not set out in this agreement.
18.5 No remedy conferred by any provision of this Agreement is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and shall be in addition to every other remedy given under
this Agreement or existing at law or in equity by statute or otherwise.
18.6 Each Party warrants that it has the requisite power and authority to enter into and perform its obligations
under this Agreement and that the representative who signs this Agreement is duly authorised to sign on
its behalf.
18.7 Each Party hereby confirms that it has taken or had the opportunity to take independent legal advice in this
respect of this Agreement prior to entering into this Agreement.
18.8 This Agreement may be executed in any number of counterparts, each of which is an original and which
together have the same effect as if each Party had signed the same document.
18.9 No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is
not a Party.
18.10 ADNEC shall have the right at any time or times to carry out customer satisfaction surveys in respect of all
events held at the Abu Dhabi National Exhibition Centre and/or the Al Ain Convention Centre (which shall
include the right to interview all visitors, delegates, speakers, suppliers, contractors and/or exhibitors in
respect of such events at any part or parts of Abu Dhabi National Exhibition Centre and/or the Al Ain
Convention Centre (including halls)). The Organiser and its representatives shall co-operate fully with
ADNEC in respect of such surveys and provide ADNEC with such assistance and support as ADNEC may
require in order to carry out such surveys.
18.11 No delay by either Party in enforcing its respective rights will prejudice or restrict the rights of that Party,
and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver
of any other right or of any later breach.
18.12 This Agreement is drafted in the English language. If this Agreement is translated into any language other
than English, the English language text shall prevail.
18.13 All amounts due under this Agreement shall be paid by the Organiser to ADNEC in full without any set-off,
counterclaim, deduction or withholding.
18.14 All rights not expressly granted by ADNEC under this Agreement are hereby reserved.
18.15 This Agreement is personal to the Parties and, subject to the second sentence of this provision, neither this
Agreement nor any rights, licenses or obligations under this Agreement, may be assigned, transferred, sold,
charged, mortgaged, pledged or held or declared in trust by either Party without the prior written approval
of the other Party. ADNEC may assign and novate this Agreement to any entity controlled by, that controls,
or is under common control with ADNEC and the Organiser hereby agrees to such assignment and novation.
18.16 This Agreement when executed constitutes legal, valid, and binding obligations enforceable in accordance
with the terms of this Agreement.

________________ End of Agreement ________________

Legal Ref: LD-13-01 17