Food Truck / Food Vendor Exhibitor Agreement
This Exhibitor Agreement (“Agreement”) is entered into as of the date of the last signature below (“Effective Date”), between Charleston Wine + Food (“CHSWF”) and the entity identified below as a participating exhibitor (the “Exhibitor”) to the CHSWF Festival (the “Festival”) and to the event or events described herein. The Agreement consists of this cover page (“Cover Page”), the Terms + Conditions set forth in the attached Exhibit B (the “General Terms”), and any other exhibits or attachments hereto (“Exhibits”). In the event of a conflict between the terms of this Cover Page or any Exhibit and the General Terms, the General Terms shall prevail. For good and valuable consideration, the receipt of which is acknowledged by each party, the parties agree as follows:
Charleston Wine + Food (“CHSWF”)
Charleston Wine + Food is a 501(c)(3) non-profit organization that champions the region’s unique foodways through world-renowned culinary experiences. Our mission is to celebrate, educate, enrich, and promote the Lowcountry’s diverse culinary + hospitality community through world-class experiences. Fueled by a contagious passion for the people + places that make Charleston worth celebrating, the annual festival – a five-day event that spans the first full weekend each March – infuses homegrown flavor with top chefs, winemakers, authors, storytellers, artisans, and food enthusiasts from around the globe.
The dates of the 2023 Culinary Village are Friday, March 3 – Sunday, March 5, 2023
Term of Agreement
From the Effective Date until end of Event, unless sooner terminated as provided in this Agreement (“Term”).
As an Exhibitor of CHSWF, Exhibitor will participate only as described in Exhibit A.
Exhibitor Participation Fee
In exchange for the Exhibitor Benefits granted by CHSWF, Exhibitor shall pay to CHSWF a 30% of total revenue for goods sold in the CHSWF Culinary Village. Exhibitor shall keep 70% of total revenue for goods sold in the CHSWF Culinary Village.
Point of Sale and Payment Schedule
Exhibitor will run sales through a third party Point of Sale Vendor organized through CHSWF. CHSWF will transfer 70% of the total revenue for goods sold by Exhibitor, along with detailed sales report. Payment transfers will be made in a timely manner. Payments for add-ons to Exhibitor Booth may be made by check, written out to “Charleston Wine + Food”, or by credit card. Please note that a 4% processing fee will be applied to credit card payments.
This agreement is construed in accordance with the laws of the State of South Carolina. In the event of a dispute between the parties, South Carolina laws shall govern and the location of any litigation or mediation shall be under the jurisdiction of the State of South Carolina.
By the signature below, this Agreement has been executed and agreed upon by Exhibitor and CHSWF as of the Effective Date and constitutes the entire agreement between the parties. Any oral representations are not part of this agreement.
Exhibit A: Exhibitor Benefits + Event Details
EVENT: CULINARY VILLAGE 10’ x 20’ STANDARD EXHIBITOR BOOTH
Culinary Village 10’ x 20’ Standard Exhibitor Booth : 10’ x 20’ standard exhibitor booth within Culinary Village landscape for sampling and/or selling (NOTE: exact location of booth to be determined by CHSWF)
CHSWF to provide
– 10’ x 20’ booth space
– Overhead standard pole tenting which must be utilized by the Exhibitor
– One (1) front bar or table and one (1) back table, which must be utilized by Exhibitor (NOTE: no moving of CHSWF furniture is permitted)
– One (1) linen for any table provided by CHSWF (up to two (2) linens max)
– Standard overhead signage notating brand name, city, and state (NOTE: NO additional signage, pull-up banners, etc. are permitted)
– For Food Trucks Only: (2) 120V outlets will be provided; should additional power be needed, please indicate this in the add-on section below.
**Food Truck vendors will use their own truck or trailer instead of a booth unless otherwise agreed upon prior to the festival
Exhibitor to provide
– Operation of space and booth
– Adequate staffing for entirety of event
– Food, equipment, preparation supplies, and everything included in dishes listed for sale through vendor (NOTE: plan on 5,500+ guests per day)
– All compostable plates, napkins, cups, utensils, serving vessels, etc. (if applicable)
– Food Truck vendors will be fully responsible for operation, use, and maintenance of their vehicle and/or trailer and use thrown preparation and food service space
– Tabletop decor to be placed on top of front bar/table and/or back table (NOTE: No additional freestanding decor is permitted and tabletop decor cannot exceed 30 inches in height)
Culinary Village 10’ x 20’ Standard Exhibitor Booth Add-Ons
(Items listed below ARE NOT included in Exhibitor Participation fee, but can be added by request and additional costs will be added to Exhibitor Invoice. Please fill in those items you request to add below.)
CHSWF is responsible for
– Providing comprehensive 2023 Exhibitor Handbook
– Providing 2023 CHSWF Style Guide for organization’s breakdown and brand standards
– Hosting training session(s) in early 2023
– Providing two (2) working credentials for Culinary Village per day of participation (NOTE: Working Credentials do not serve as general admission tickets or access, and any individuals violating this rule will be asked to leave immediately)
Exhibitor is responsible for
– Providing CHSWF with full payment for any add-ons requested by Exhibitor
– Abiding by load-in times dedicated to Exhibitor’s organization (NOTE: Exhibitor load-in times will be communicated in Exhibitor Training Session)
– Promoting CHSWF in advance of festival through any appropriate outlets (website, social media, e-newsletter, etc.)
– Properly adhering to brand standards outlined in CHSWF Style Guide with any brand association
– Fulfilling all responsibilities and expectations outlined in 2023 Exhibitor Handbook
– Fully staffing your booth for full five (5) hours daily
– Fully sampling food and/or beverage product for full five (5) hours daily
– Adding CHSWF as an additional insured on any operative insurance policies, and for supplying CHSWF with a Certificate of Insurance noting additional insured endorsement
– Attending and completing at least one (1) Exhibitor training session
– Utilizing provided front bar or table, back table, overhead signage, flooring, and tenting as laid out by CHSWF (NOTE: NO outside build-outs are permitted. Tabletop decor is permitted as long as it doesn’t exceed 30 inches in height)
– Agreeing to comply with all South Carolina laws as they relate to alcohol and alcoholic beverages (Title 61).
– Understanding that if serving alcohol, applicable booth staff must be ServSafe certified or a comparable certification.
– Understanding that all samples and serviceware distributed from booth must be 100% compostable
– Understands that as an Exhibitor you are not permitted to sell alcoholic beverages from your booth
– Completing and signing this Agreement
EXHIBIT B: TERMS + CONDITIONS
EXHIBITOR MUST COMPLETE AND SIGN THIS EXHIBITOR AGREEMENT IN ORDER TO ACTIVATE EXHIBITOR BENEFITS. EXHIBITOR BENEFITS WILL NOT COMMENCE UNTIL CHSWF RECEIPT OF COMPLETED AGREEMENT.
CHSWF hereby grants to Exhibitor, and Exhibitor hereby accepts, the exhibitor Benefits, as such benefits are described and set forth in this Agreement.
Exhibitor agrees that all payments are non-refundable and that there is no category exclusivity unless expressly stated otherwise in this Agreement.
By signing this Agreement, Exhibitor agrees to comply with these Terms + Conditions of CHSWF and agrees to provide full payment and/or trade items as listed on this Agreement as consideration for this Exhibitor. The parties to the Agreement hereby acknowledge the receipt and sufficiency of the consideration, mutual promises, covenants, agreements contained herein.
5. Additional Costs
Any additional costs and add-ons provided before, during, or after the Effective Date by Exhibitor are the financial and logistic responsibility of Exhibitor.
6. Intellectual Property
The parties each grant to the other a limited right to use only for the purposes of advertising and promoting CHSWF, each other’s involvement, and only during the term of this Agreement, the trademarks, trade names, service-marks, logos, or other identifying marks and any copyrighted or copyrightable materials, which include any marks or names related thereto (the “Intellectual Property”). All reproduction and use of the Intellectual Property of either party shall be under the strict control and supervision of the owner. All Intellectual Property supplied to the other party under this Agreement shall belong to and remain the sole property of the owner and neither party shall have or acquire any right to copy, reproduce, publish, or use such other party’s Intellectual Property except in connection with the specific purposes of and in accordance with this Agreement. Notwithstanding the above, upon termination or expiration of this Agreement, CHSWF shall have the right to usage of such other party’s Intellectual Property when used in relation to any video, POS, signage, social media, marketing materials and any other source related here, both tangible and intangible for the promotion of the Festival without limitation. The Exhibitor is responsible to ensure that it complies with all requirements for data protection at the Event.
Each party shall, at no cost or expense to the other party, procure and maintain, in full force with duly licensed insurance carriers the following occurrence-based insurance for the duration of this Agreement: (i) workers compensation insurance coverage to comply with all statutory requirements covering all person employed by the respective party and employer’s liability with minimum limits of at least One Million Dollars ($1,000,000.00) and (ii) commercial general liability insurance, bodily injury and property damage coverage with limits of not less than One Million Dollars ($1,000,000.00) per claim and Three Million Dollars ($3,000,000.00) for all claims in the aggregate. Exhibitor must provide and identify CHSWF as an additional insured on all policies related to the Festival and participating event(s). If Exhibitor is providing beer, wine and/or liquor during the event, it shall also obtain a liquor liability policy with minimum limits of at least One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) for all claims in the aggregate, which policy shall name CHSWF as an additional insured. Exhibitors shall provide CHSWF certificates of insurance reflecting the coverages listed herein.
8. Indemnification and Hold Harmless
Exhibitor will indemnify and hold harmless CHSWF for any and all liabilities, claims or demands, including consequential, incidental, and punitive damages and related costs, expenses, and attorney’s fees, that may be made by anyone for injuries to persons or damage to property, resulting from Exhibitor’s acts or omissions or those acts or omissions of Exhibitor’s agents, employees, or of persons or equipment furnished by the Exhibitor. The Exhibitor shall promptly notify CHSWF of any such liability, claim or demand made against either party. If the Exhibitor as the indemnifying party fails to elect to defend or defend in good faith CHSWF, then CHSWF may employ legal counsel of its choice, the expense for which shall be immediately and solely borne by the Exhibitor as the indemnifying party. Exhibitor agrees that it assumes all risks of participating in any/all activities associated with CHSWF Events, including by way of example and not limitation, any risks associated with alcohol, any risks that may arise from negligence or carelessness on the part of the persons or entities being released, from dangerous or defective equipment or property owned, maintained, or controlled by them, or because of their possible liability without fault. In no event shall CHSWF be liable to Exhibitor for any indirect, direct, exemplary, incidental, special, punitive, or consequential damages (including but not limited to damages for list profits, revenue or business opportunity), attorneys’ fees or cost whether based on contract, tort, or any other legal theory resulting from Exhibitor’s acts or omissions or those acts or omissions of Exhibitors agents, employees, or of persons or equipment furnished by the Exhibitor. Exhibitor shall be liable for all damages to the Event property resulting from Exhibitor’s acts or omissions or those acts or omissions of Exhibitor’s agents, employees, or of persons or equipment furnished by the Exhibitor and this includes, but is not limited to, damage to trees, bushes, shrubbery, grass, landscaping, sidewalks, curbs, benches, fences, irrigation systems, parking lots, structures, etc.
9. Force Majeure
In the event that either party is unable to perform or is precluded from performing any of its obligations under this Agreement due to a Force Majeure Event or other cancellation of the Event, the obligations of each party to this Agreement shall be suspended for as long as the Force Majeure Event occurs or until the Event can be rescheduled; provided, however, that the party declaring a Force Majeure Event or cancellation shall:
1. Make all reasonable efforts to continue to meet its obligations throughout the duration of the Force Majeure Event, and
2. Notify the other party of the Force Majeure Event promptly upon its commencement (including the nature of the event) as well as when it has terminated.
During the Force Majeure Event or pending rescheduling of the Event, the affected party’s nonperformance of such obligations shall not be deemed a breach of this Agreement. Notwithstanding anything to the contrary herein, if the Event is canceled (whether due to a Force Majeure Event or otherwise), CHSWF shall use best efforts to reschedule the Event for a reasonable date.
10. Termination by CHSWF
CHSWF reserves the right, in its sole discretion, to void this Agreement should the Exhibitor fail to adhere to standards acceptable by CHSWF, including but not limited to, representations and statements made by Exhibitor, or other acts or omissions that in the sole opinion of CHSWF would conflict with the Code of Conduct attached hereto as Exhibit C. If CHSWF voids this agreement for these for cause reasons, then Exhibitor shall not be entitled to any refund. In addition, CHSWF, in its sole discretion, may postpone or cancel the Event due to public health/safety concerns or for any other reason and if it cancels the Event it shall refund to Exhibitor a prorated amount of the payment made by Exhibitor to CHSWF.
11. Independent Contractors
The parties shall be and act as independent contractors, and under no circumstances shall this Agreement be construed as one of agency, exhibitor, joint venture, or employment between the parties. Each party acknowledges and agrees that it neither has nor will give the appearance or impression of having any legal authority to bind or commit the other party in any way. Every party to this Agreement shall be solely responsible for any and all taxes as a result of receiving any compensation under this Agreement and shall be solely responsible for filing any and all forms or information required by any governmental agency. Every party to this Agreement shall be solely responsible for having the proper and necessary licenses to participate in the Event.
This Agreement shall be construed and interpreted in accordance with the laws of the State of South Carolina. In the event of a dispute between the parties the venue for any litigation or mediation shall be Charleston, South Carolina. The parties to this Agreement hereby waive their right to a jury trial and agree to a bench trial for any and all legal proceedings. The exclusive remedy of the Exhibitor against CHSWF for any matter whether on contract, tort, or other legal theory shall be an amount determined via a bench trial not to exceed the amount of the Exhibitor’s monetary payment to CHSWF under this Agreement. CHSWF shall not be liable for any special, punitive, or consequential damages. If legal proceedings are brought under this Agreement and CHSFW is the prevailing party, then Exhibitor shall immediately reimburse CHSWF for all its reasonable attorney’s fees and costs. The Exhibitor warrants that it and its agents shall not violate any law, rule or regulation directly or indirectly connected with its activities at the Event. The parties expressly agree that in the event of a dispute concerning the interpretation of this Agreement, each party hereby waives the doctrine that any ambiguity should be interpreted against the party who drafted the document.
13. Photo Release
Signing this Agreement constitutes Exhibitor consent, without any consideration, to be photographed, videotaped, or recorded for any purpose or use during the Festival and for the use of the content at any time thereafter.
14. Working Access
Signing this Agreement constitutes Exhibitor consent and understanding that a working credential, production badge, or any access granted in a “working capacity” does not qualify as a ticket to an event and individuals with this access are not permitted to participate in the Event in a paid guest capacity (i.e. consuming food or beverages intended for paid guests).
While CHSWF may consult with the Exhibitor with regard to the location of the Exhibitor’s booth at the Event, CHSFW reserves the sole right to determine the location of the booth. The Exhibitor may enter the Event for the purpose of erecting and installing its booth and exhibits on the date and time determined by CHSWF. If the Exhibitor fails to take possession of its location at that time, CHSWF may re-allocate or otherwise deal with it as they decide. The Exhibitor is responsible for the supervision of its booth. The Exhibitor shall maintain proper sanitary cleaning procedures and comply with all State, County, or City sanitation regulations in its booth. The Exhibitor shall remove all trash from its booth. No Exhibitor shall be permitted to use its location in such a manner, in the sole opinion of CHSWF, as to obstruct the light, or impede the view, or interfere with the free passage of the pathways at the Event. Exhibitor warrant that all materials and equipment used at the Event shall be of high quality and be operated in safe manner and any work performed by Exhibitor shall be done in a competent and workmanlike manner. All Exhibitor’s electrical installations and connections must be made in a safe and workmanlike manner, operated in accordance with specifications and manufacturers standards, and must have been properly tested before use at the Event. The Exhibitor hereby warrants and undertakes that any equipment it uses or supplies shall be of high quality and the personnel using it shall have been properly trained and supervised. The Exhibitor shall be responsible to ensure that its booth is maintained in a clean and orderly state. The Exhibitor shall not be allowed to use any live microphones or loudspeakers without CHSWF’s prior written consent. The Exhibitor shall not engage in any annoying behavior, in CHSWF’s sole discretion, and if after a verbal warning such behavior continues, CHSWF may terminate this Agreement. The Exhibitor shall not store or use any dangerous or hazardous materials in its space. The Exhibitor must adhere to all fire and safety regulations which are in effect at the Event and must have at least two working fire extinguishers in the booth at all times. CHSWF is not responsible for any loss or theft from Exhibitor’s space or vehicles. No weapons, fireworks, tear gas, electrical weapons are allowed in the booth and are strictly prohibited at the Event. Exhibitor is solely responsible to E-Verify all of its employees that work in its booth at the Event.
This Agreement shall be binding upon the parties hereto, executors, administrators, successors and assigns. Exhibitors shall not be able to assign this Agreement without the express written consent of CHSWF. Likewise, the Exhibitor cannot assign or sub-let his space at the Event without the written permission of CHSWF.
If any of the terms or provisions of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction, such terms or provisions shall be deemed separable from the remainder of this Agreement, and the other terms and provisions of this Agreement shall continue to be valid and enforceable.
The failure of CHSWF to enforce any provision of this Agreement shall not be construed as a waiver or limitation of its right to subsequently enforce and compel strict compliance with every provision of this Agreement.
19. Entirety of Agreement
This Agreement with Exhibits contains the entire agreements between the parties regarding the matters dealt with herein, all terms and provisions of which are deemed material, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement may be amended if the amendment is made in writing and is signed by all parties. Prior to signing this Agreement, each party acknowledges that they have received a copy of the Agreement, that they have read it, that they understand it, and that they have had sufficient opportunity to review it with legal counsel of their choice.
20. Additional Documments
The Parties shall execute and deliver any written instruments reasonably necessary to carry out any provision of this Agreement whenever occasion shall arise and request for such instrument shall be made.
Throughout this Agreement, where such meanings would be appropriate: (a) the masculine gender shall be deemed to include the feminine and the neuter and vice versa, and (b) the singular shall be deemed to include the plural and vice versa. The headings herein are inserted only as a matter of convenience and reference, and in no way define or describe the scope of the Agreement or the intent of the provisions thereof.
22. No Intention to Benefit Third Parties
This Agreement is not intended to, and shall not benefit any person other than the parties and it will not create any third party beneficiary right in any person.
23. No Limit on Business Activities
Nothing in this Agreement shall be construed to limit in any manner on the parties in carrying out separate business or activities.
24. Time is of the Essence
It is understood and agreed by the parties hereto that time is of the essence in all terms and provisions of this Agreement.
The parties further agree that this Agreement may be executed in counterparts and transmitted by printing your legal name on this form, and each party agrees to accept the printing of your legal name on this form as binding, the same as though it were an original signature.
The signatories to this Agreement hereby certify authority to enter into this Agreement. Furthermore, the parties attest to the truthfulness, correctness and accuracy of the statements in this Agreement and no facts which could have an adverse material impact on either party have been intentionally withheld or concealed.
CHSWF holds the right to implement a COVID-19 policy including showing proof of vaccination, negative test, or otherwise at its sole discretion.
Exhibit C: CHSWF Code of Conduct
People First. Community. Good Stewardship.
These are the driving principles of Charleston Wine + Food…and we ask that they drive your own participation in our community gathering. We hope you will enthusiastically support our organizational code of conduct.
– Be yourself! Participating authentically lends your uniqueness to the tapestry that is our festival.
– We have zero tolerance for harassment or discrimination. If you are a target, please let us know. Harassment and discrimination can include but are not limited to offensive comments pertaining to disability, physical appearance or body type, gender, gender identity, sexuality, mental or cognitive function, religion, body size, race, or ethnicity.
– Violence and threats of violence will not be tolerated; the “heat of the moment” is not an excuse.
– Deliberate intimidation, unwelcome sexual attention, and other aggressions like mis-gendering or harassing will not be tolerated.
If you experience harassment or discrimination in any way as a part of your engagement, please report immediately to your Charleston Wine + Food contact.
Any violations of our code of conduct will be investigated immediately and mitigated.