1.  Management
“Management” or “Pri-Med Canada” as used herein shall refer to Diversified Communications, ULC, Diversified Canada, including its Officers, Committees, Agents, or Employees who act on its behalf in organizing the Conference, event and/or tradeshow (referred herein as “Event”). Management’s responsibilities shall include, but will not be limited to, collaborating with the Pri-Med Canada Scientific Planning Committee (referred to herein as “PMCSPC”), which shall have oversight of Pri-Med Canada in its organization of the Event.

2.  Eligibility
Businesses and organizations, including pharmaceutical companies (collectively referred to herein as “Company” or “Exhibitor”), that provide or offer informational materials, education, products, or other services relevant to the specific interests of the primary care practitioners who register to attend the Event may apply to exhibit, present, or participate in the Event. However, PMCSPC shall set the overall criteria for eligibility to exhibit as well as and the suitability of any products displayed. Exhibitors who are manufacturers or distributors must provide Management, in advance, with a list of their principals and staff who will be attending any Regional Event; failure to do so may result in denial of admission. 15 Exhibitor personnel passes per 100 square feet of reserved exhibit space will be issued. More may be requested but additional passes shall only be issued at the discretion of Management. . Management and PMCSPC reserves all rights to restrict, cancel, or nullify a confirmed Exhibitor that is later found to be objectionable.

3.  Conditions of Contract
The policies and guidelines outlined herein apply to all Exhibitors, their staff, agents and contractors. Management and PMCSPC reserve the right to fully interpret, enforce, and amend all rules and regulations governing exhibitors. Exhibitors agree to comply with all conditions herein, as well as any rules referenced in their Exhibitor kit related to the installation, dismantling, and operation of their booth, that are promulgated by the venue where the Event is held. A key condition of this contract is that Exhibitors must comply with all applicable local, city, province, and federal laws and regulations. This includes, but is not limited to, safety, fire, and health laws, industry compliance codes, copyright and trademark laws. Exhibitors shall additionally ensure their Event participation in all ways complies with CMA standards, Mainpro+ National Standards; and Innovative Medicines Caada guidelines. Exhibitors are responsible for informing all employees, suppliers, agents, staff, and volunteers involved with their exhibit about these conditions and guarantees that these individuals will also adhere to them.

4.  Payment Terms
Payment in full payment for all Event services, including sponsorship and space, is required within thirty (30) days of receiving an invoice and in all cases before the date the Event opens. Payments can be made via cheque, credit card, or bank transfer. Payment methods and directions will be included on an official Pri-Med Canada invoice. If any amount is overdue by more than sixty (60) days or unpaid as of the Event start date, all rights will be forfeited, and Exhibitor will be subject to having its exhibition rights terminated. In such case cancelation fees will be incurred and and Management may offer contracted services to another. Any payments not made by the specified due date may incur an interest charge of 2% per month or the highest rate permitted by law.

5.  Cancellation Policy
All cancellation requests must be submitted in writing and sent by mail to 1101 Kingston Road, Suite 310 Pickering, ON Ll V 185, Canada AT TN: Trish MacNeil or by email to [email protected]

• a)    Cancellations made less than 90 days of the Event’s opening date will incur a cancelation fee of 100% of the fees owed/paid, and no refunds will be issued.

• b)    Cancellations made more than 90 days prior to the opening date of the Event or more than 90 days before sponsorship opportunities campaign start date will be eligible for a refund or credit of up to 50% of the fees owed/paid. No credits in excess of this 50% will be recognized for previous Exhibitor’s cancellations unless expressly agreed to in writing by Management.

• c)    All cancellation fees are acknowledged by the Exhibitor as a reasonable and good-faith estimate of Management’s losses in the event of Company’s cancellation.

6.  Authority to Contract
Exhibitor hereby confirms and assures the following:

• (a)    Exhibitor is a legal entity, properly organized, and in good standing according to the laws of its province of formation.

• (b)    All necessary corporate or legal actions have been taken to authorize the execution, delivery, and performance of this Contract. These actions remain in full force and effect, and none have been modified or revoked.

• (c)    This Contract represents a legal, valid, and binding obligation of the Exhibitor, and can be enforced against the Exhibitor in accordance with its terms. Enforceability may be subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, or similar laws that generally affect the enforcement of creditors’ rights.

7.  Subleasing
Exhibitors are not allowed to sublet, divide, or transfer their space or rights, either in whole or in part, under this Contract without obtaining prior written approval from Management. Management retains the sole right and discretion to approve any co-exhibitors.

8.  Assignment or Delegation
Exhibitors may not assign any of their rights under this Contract without obtaining Management’s prior written consent. All assignments of rights are strictly prohibited, regardless of the method, whether voluntary or involuntary, through merger, consolidation, dissolution, by operation of law, or any other means. Exhibitors may not delegate any of their obligations under this Contract. Any assignment of rights or delegation of Exhibitors obligations shall be considered null and void. Management may assign this Contract and its obligations at its discretion.

9.  Booth Formalities

(a)    Assignment of Booth Location

Management retains full authority to determine the location and allocation of exhibit spaces. Management reserves the right, at its sole discretion, to amend floor plans and reassign or relocate exhibits as necessary to ensure the best experience for all attendees. Unless otherwise agreed upon in writing, only one company name will be listed on each booth sign, as well as any printed on-site materials and conference guides (if any).

(b)    Booth Decoration

Exhibitors have the option to either bring their own furnishings, hire a qualified decorator of their choice or utilize official suppliers. Information about these options will be included in the Exhibitor Kit which will be shared only after Exhibitors are approved for participation. These suppliers offer a variety of rental items, such as carpets, counters, tables, chairs, display cases, garbage bins, electrical services, internet access, lighting, sign production, rigging, and more. Exhibitor is liable for any damage caused to building, floors, walls, columns and to standard booth equipment or other exhibitor’s property. Application of labels, tape, paint, lacquer, adhesives or other coatings to building columns, floors and wall or to standard booth equipment is strictly prohibited.

(c)     Arrangement of Booths

Exhibits must not interfere with any educational or Event activities and should be arranged to avoid obstructing the view of neighboring exhibits. Contact [email protected] if your booth will exceed 8 feet in height. Exhibitors are prohibited from attaching items to facility structures or furniture, altering them in any way, or utilizing their space in a manner inconsistent with the design previously approved by Management. All exhibits and use of space must not interfere with the operation or accessibility of utility systems, heating, ventilation, or air conditioning systems. All exposed parts of displays must be draped or finished to present an attractive appearance when viewed from aisles or adjoining exhibits. The front half on both sides must be free from obstructions as to not obstruct neighbouring booths.

(d)    Booth Compliance and Safety

Inflammable Materials All booth decorations must be flame proof and all hangings must clear the floor.

Electrical Code
Electrical wiring must conform to the National Electrical code Safety Rules. If inspection indicates that exhibitor’s display is not in compliance with these regulations, or otherwise constitutes a fire hazard, the right is reserved to cancel all or such part of the display that is irregular and effect the removal of same at exhibitor’s expense.

Exhibitors agree to abide by all municipal, provincial and/or federal public health and safety guidelines required by Management and or the venue.

(e)     Union Labour and Official Service Providers

Exhibitor agrees to abide by and comply with rules and regulations concerning local unions who may have agreements with the venue or with official service providers designated by Management. Any dispute or disagreement between Exhibitor and official contractor or between Exhibitor and a tradesperson or union representative, will be referred to Management for resolution that will be binding on all parties to the disagreement.

(f)     Product Displays/Objectionable Conduct

Management reserves the right to terminate or modify the Event privileges of any Exhibitor and remove personnel for objectionable, disruptive, or inappropriate conduct, exhibit materials, or for any other reason deemed incompatible with the purpose of the Event, without offering any refunds or compensation for incurred expenses. Exhibitors selling products at the Event must accept returns and provide refunds for any unopened and unused products returned before the final day of the Event or returned after use and after the Event if they are defective. Displayed medical products displayed must comply with all government, industry regulations, Health Canada and PAAB.

10.  Exhibit Staffing/Preparation
Exhibitors are required to staff their booth during all open hours of the event. Exhibitors must have their displays and related materials substantially assembled by the opening date and time and are prohibited from dismantling or removing these items before the Event closes. If an exhibit space is not fully prepared and occupied by the Exhibitor’s staff before the Event begins, it will be considered a cancellation of the contract as of that date. If an Exhibitor fails to remove their exhibit and all related materials from their space within the allocated time, Management reserves the right to have the exhibit and other materials removed and shipped at the Exhibitor’s expense, using a carrier of Management’s choice, or to dispose of the items as deemed appropriate.

11.  Photography
Photography or videotaping of other Exhibitors or continuing education of any type is strictly prohibited. Attending Exhibitors’ personnel or qualified press must seek advance written approval to photograph or film outside their own area at the Event, and must comply with all the conditions imposed. Recognizable images of individuals attending the Event may not be captured without their express written consent.

12.  Copyrighted Work
Exhibitor acknowledges and agrees to take full responsibility for obtaining any necessary licenses, permits, and other approvals required to broadcast, perform, or display any copyrighted materials. This includes, but is not limited to, music, images, video, and software. An Exhibitor shall not infringe upon any copyrights, trademarks, patents, or other intellectual property rights held by third parties.

13.  Registration and Admission
All attendees at the Event, including Exhibitors and their representatives, employees, suppliers, agents, staff, and volunteers, must register through the mechanism provided by Managment. Management and PMCSPC retain full control over admission policies and they reserve the right to exclude any attendee considered inappropriate for the Event. Management may eject anyone who does not comply with its rules for Event participation. No individual under 18 years of age will be admitted to the Event unless registration of a minor is explicitly authorized by Management and the minor is continuously monitored by an accompanying adult visitor.

14.  Exhibitor Limited License & Event Guide
To accommodate an Exhibitor and promote the Event, Management may include an Exhibitor in a catalog or online listing prepared and distributed in connection with the Event. Exhibitor hereby grants management a limited, non-exclusive, non-transferable, worldwide, royalty-free right and license to use the Exhibitor’s name, trademarks, and/or logos for the Event guide or any other purpose such as sponsorship described in its Contract.

15.  Event Sponsorship
Any content, graphics, materials or digital assets submitted by Company must be in form and substance acceptable to Management and must be in compliance with commonly accepted industry standards, as well as any standards Management or PMCSPC reasonably imposes, to ensure the published content is relevant to Event attendees. Management requires all materials are timely submitted as directed by Management. Failure to comply with publishing standards or materials’ due dates may result in a delay of the delivery of sponsorship services and in such case Management reserves the right not to provide the sponsorship services at all. Company will nevertheless continue to be liable for all sponsorship fees described herein.

16.  Indemnifications and Waivers
Exhibitors and their representatives, employees, suppliers, agents, staff, and volunteers agree to indemnify, defend, and hold harmless Management and its affiliates, officers, directors, employees, agents, and official suppliers from any claims, demands, causes of action, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or related to:

• a)    The Exhibitor’s participation in the Event and/or any sponsorship opportunities;

• b)    Any acts, omissions, negligence, or willful misconduct by an Exhibitor or its representatives, agents or vendors that cause injury to persons or property;

• c)     Exhibitor’s breach or alleged breach of its duties, obligations, covenants, warranties, and representations under this Contract, or 

• d)     Any violation or alleged violation by Exhibitor of a third-party intellectual property or other rights in their booth build out, their Event guide listing and/or their sponsorship content.  

To the fullest extent permitted by law, Exhibitor irrevocably releases Management from any claims or causes of action for any loss, personal property theft, damage, or bodily injury related to its participation in the Event, its rental and occupation of space, as well as any sponsorship it participates in. Further Company acknowledges and agrees that Management will not be held liable for any errors or omissions in its publication of the Event guide or sponsorship content.

17.  Limitation of Liability
Exhibitor shall not have the right to make a claim for damages of any kind against Management due to the prevention, postponement, or abandonment of the Exhibition for reasons beyond Management’s control, including Force Majeure. If, in Management’s opinion, the exhibition can proceed through rearrangement, postponement, or substitution of another venue, this Contract shall remain binding, except for any modifications to the size and position of the space, which Management may adjust at its discretion. Management’s liability for all claims shall not exceed the fees paid to Management by the Exhibitor in connection with this Agreement. Neither party shall be liable for consequential, indirect, special, or incidental damage, even if advised of the possibility of such damage. This limitation of liability and exclusion of certain damages will apply regardless of the success or effectiveness of other remedies.

18.  Insurance
Exhibitors are strongly advised to obtain general liability insurance at their own cost, with coverage of no less than $1,000,000 for property damage and personal injury. This insurance should include a broad form endorsement that covers products and completed operations. Management will not be held responsible for any loss or damage to Exhibitor property due to theft or other insurable events. The Exhibitor acknowledges that it is solely responsible for ensuring the safety and protection of its property from theft or loss.

19.  Privacy Policy
The collection of personal information by Management is governed by all applicable Canadian Privacy Laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and Pri-Med Canada’s Privacy & Ethics Policy located at https://divcom.ca/privacy-policy.

20.  Force Majeure
In the event that the venue for the Event becomes, at Management’s sole discretion, unfit for occupancy, or if the holding of the Event or Management’s performance under this Agreement is significantly or materially interfered with due to causes not reasonably within Management’s control, Management may terminate the Contract and/or the Event (or any part of it). Management shall not be held responsible for any delays, damage, losses, increased costs, or other negative conditions caused by factors not reasonably within Management’s control. If Management terminates the Contract and/or the Event under these circumstances, it may retain a portion of the fee sufficient to cover expenses incurred up to that point, and neither party shall have any further liability. Fees paid that do not relate to delivered services or incurred expenses may be applied to a future edition of the Event, unless a refund is requested in writing.

For the purposes of this section, “causes not reasonably within the control of Management” include, but are not limited to, acts of war, acts of God, riots, sabotage, labor shortages or disputes, internet interruptions, government actions, civil disturbances, epidemics, and other similar events.

21.  Default and Violations
If Company defaults, fails to fulfill, or neglects any of its material obligations under this Contract or violates any rules or regulations set forth by the Event venue, Management may, in addition to other remedies available under the law or in equity, terminate this Contract immediately, upon the provision of written notice and retain all funds received as liquidated damages. Management may instruct such Exhibitor or contracting party to immediately remove its employees, agents, representatives, merchandise, and any other personal property from venue where the Event is held.

22.  Miscellaneous
This Contract, along with its exhibits and attachments, represents the complete agreement between the parties concerning the subject matter and supersedes any previous oral or written agreements. This Contract may be executed in multiple counterparts, each of which shall be considered an original; collectively, these counterparts will form a single, unified agreement.

This Contract will be regarded as having been entered into in Toronto Canada and will be governed by and interpreted in accordance with the laws of that jurisdiction, without regard to conflicts of law provisions.

Terms and Conditions revised 02-10-26