PRIVATE INSTRUMENT OF LEASE OF SPACE FOR PARTICIPATION IN THE 39th AVIESP:
TOURISM BUSINESS EXPO
Identification of the contracting parties
PROMOTER/LESSOR: AVIESP - Associação das Agências de Viagens Independentes do Interior do Estado de São Paulo, a private limited company, duly enrolled with the National Corporate Taxpayers Register (CNPJ) under nr.
47.745.351/0001-95, headquartered at Rua José Paulino, 1244 conjunto 43, Campinas – SP, CEP: 13013-001 and place of business at Av. Dr. Vieira de Carvalho, 115 - 8º andar, República, São Paulo/SP, CEP 01210-010, herein represented by its CEO Mr. Marcelo Gomes Matera;
LESSEE: _________________________________, a private limited company, duly enrolled with the National Corporate Taxpayers Register (CNPJ) under nr.
_________________, headquartered at ______________________________, herein represented by its legal representative, Mr.(s)_________________, bearer of identity card (RG) nr. _________________ and Individual Taxpayer (CPF/MF) nr. _______________.
The parties qualified above hereby execute this Private Instrument of Lease of Space for Participation in the 39th AVIESP: Tourism Business Expo.
CLAUSE ONE – The object of this agreement is the lease of a space to enable participation in the Event promoted by AVIESP, entitled 39th AVIESP: Tourism Business Expo to be held on April 08 and 09, 2016, at Expo Dom Pedro, in the city of Campinas/SP.
CLAUSE TWO – The participation of Lessee shall occur according to the participation modality chosen, depending on the sizing of the booth, which shall determine, according to the choice, the rights and obligations of each contracting party.
CLAUSE THREE – It is hereby understood that each Lessee shall accept and fully comply with the Exhibitor Manual/General Rules of the Event, which provide all the obligations to be observed and complied with regard to the following topics:
a) preparatory arrangements: involving the presentation of projects for the booth to be used by Lessee.
b) request of services: with regard to rights and delivery of badges; safety equipment; hydraulic installation; installation of electricity; use of optical readers; internet.
c) legal measures regarding tax issues, submission and return of materials to be used in the Exhibition Pavilion. It is worth noting that the obligation of payment of fees to ECAD, in proven and expressed cases in which LESSEE is to use and provide ambient sound, reproducing songs and videos that do not belong and are not the property or produced by LESSEE.
d) rules for installation: basic installation; lease of material; standard height;
decoration; lighting; traffic routes; flooring; air condition; securing of materials;
construction in masonry and painting; gardening and plants; horizontal projection. It is worth emphasizing that the deadline for approval of booth design must be observed. After the dates previously informed by the organizers of the event, it is hereby expressed that responsibility for noncompliance with, failures and misconception in measurements shall fully rest with the exhibitor, i.e., LESSEE.
e) responsibility for installation material
f) period and time to install and uninstall.
g) operational issues of the booth: operation limits; gift policy; use of sound; fire extinguishers; fixation of stickers and posters.
h) removal of property from the booth.
i) cleaning and supply of booth pantry.
j) safety issues in the event.
l) responsibilities of the organizer, promoter and installer.
m) need of risk insurance for Lessee.
n) need of surety check to enable Lessee to use another installer other than the official installer of the event, according to the manual.
o) policies referring to beverages in the Exhibition Pavilion; clearance to serve alcoholic beverages on the leased spaces. With regard to time, such permission will only be given after 5 P.M. on the days of the Exhibition.
Noncompliance and violation of the foregoing by LESSEE shall give rise to a
penalty amounting to three thousand reais (R$ 3,000.00) to the breaching party for each day of noncompliance.
p) participation in social activities; parking spaces for Lessee; clothing to be used during the Exhibition; force majeure events. Noncompliance and violation of the foregoing by LESSEE shall give rise to a penalty amounting to three thousand reais (R$ 3,000.00) to the breaching party for each day of noncompliance.
q) dissemination-related obligations, considering that each exhibitor should submit at least three direct mails to their mailing list and contact network (with a copy to LESSOR) disclosing the 39th AVIESP: Tourism Business Expo with a request for enrollment at the electronic address previously informed by the manual. The deadline for compliance with this obligation shall be thirty (30) days before the first day of the event.
Paragraph One – The Exhibitor Manual/General Rules for Installation of Booths is also an integral part of this instrument. Therefore, all of the terms therein should be complied with by Lessee, without the possibility of being excused for being unaware of it.
Paragraph Two – The parties hereby represent that Lessee only executes this private instrument for it has ratified and consented to all information, conditions and obligations contained in the topics mentioned above, and which are present in the Exhibitor Manual/General Rules of the Event.
CLAUSE FOUR – Lessee hereby acknowledges and agrees that the Exhibition will be developed and conducted by AVIESP itself and by an Installation Company (R Barros Equipamentos Promocionais LTDA), all in accordance with the Exhibitor Manual/General Rules of the Event.
Sole Paragraph – In view of the foregoing, it shall be implied that all rules and conditions provided in the Exhibitor Manual/General Rules of the Event have been complied with by the Promoter/Lessor.
CLAUSE FIVE – For the safety of the parties, it is important and mandatory that any request and/or need of Lessee be formally made, in writing, and with a protocol with the party that will assist in the compliance with such request when possible and authorized. This party may be the installation company, the organizer or the promoter, depending on the request, assignments and responsibilities.
Sole Paragraph – Lessee may submit requests via email at aviesp@aviesp.org.br. It is advised that such communications and/or requests be organized and filed to be possibly displayed at a later moment, if necessary.
CLAUSE SIX – The Exhibitor Manual/General Rules of the Event provides a checklist of dates and times to be observed from presentation of booth design until its uninstallation after the Event.
Sole Paragraph – Any changes on dates and times shall be previously informed to Lessee by the Promoter/Lessor in order to enable the timely planning and accomplishment required.
CLAUSE SEVEN – This instrument is effective until April 12, 2016, when the Event will have been concluded and the obligations of the parties regarding the installation and vacation of the site where the Event was held will also have been complied with, only remaining verification if all the financial obligations set forth herein have been complied with by the parties.
CLAUSE EIGHT – To acquire the space, Lessee shall pay the amount of R$
00.000,00 (___________________________), according to Lessee’s choice of form of participation in the Event, given the options set forth in the Exhibitor Manual/General Rules of the Event.
Sole Paragraph – Lessee undertakes to inform, on the execution of this instrument, any need and/or requirement of discounts and/or taxes on the total amount informed in the above clause when, in such cases, the lease amount should be adjusted to make up the value of the clause above as the net and minimum value.
Paragraph Two – The value mentioned in the above clause shall be delivered and paid by Lessee in installment(s), as follows:
Installment Value
Total R$
Paragraph Three – The installments will be represented by bank payment slips issued from http://aviesp.monde.com.br. The company’s National Corporate Taxpayer Number (CNPJ) should be provided to print this document.
CLAUSE NINE – This contract may be terminated by operation of the law, without prejudice to any court or out-of-court formalities, in any of the following events:
a) violation of any clauses hereof;
b) late payment of any amount due between the parties as a result of this private instrument;
c) lack of payment of any financing, acknowledgment of indebtedness and/or assumption of debt, or any other instrument in which the parties are guarantors to one another and, as a result of a default, the value guaranteed is deducted from the guarantor by the creditor;
d) should any of the parties require or be subject to liquidation, bankruptcy or court-organized recovery;
e) in the event of any change to the corporate organization of the parties that would result in a decreased interest of the members who have executed this instrument.
CLAUSE TEN – Non-payment of any installments set forth in the agreed payment modality shall result in the following penalties to Lessee:
* fine amounting to ten percent (10%) of the amount unsettled on the due date and expressed on the late credit title;
* interest for late payment of one per cent (1%) per month on the values due and adjusted;
* expenses due as a result of collection procedures, particularly attorney’s fees amounting to ten per cent (10%) on the value due in out-of-court collection, and, in case of court collection, twenty per cent (20%) on the total outstanding balance.
CLAUSE ELEVEN – Any tolerance for the violation of any clauses hereof or any failure to exercise any right herein provided shall be interpreted as the party’s free will, and shall not imply novation or a transaction any kind.
CLAUSE TWELVE – This agreement is irrevocable and non-retractable and shall bind the parties and their successors. Repentance shall not be considered and its termination shall only be permitted in the cases provided by law or herein.
CLAUSE THIRTEEN – It is hereby expressly understood that the parties may not assign or promise to assign their rights arising from this instrument to third parties.
The parties shall be given the opportunity to analyze each concrete case, and awareness and consent of all signatories of this agreement shall be required to allow such assignment.
CLAUSE FOURTEEN – In the event of an assignment of rights against one of the parties, the other party shall respond jointly with the third party who has acquired such rights for any values due as settlement, fine and termination, if applicable.
CLAUSE FFIFTEEN – Before publishing or disclosing any advertising or promotional material relating to Lessee’s participation in the Event, Lessee shall submit a copy of such material to AVIESP for prior and written approval.
Sole Paragraph – Should the Promoter/Lessor inform Lessee that such advertising or promotional material is not appropriate, then Lessee may only publish the intended material if it makes the necessary changes to meet the requirements of the Promoter/Lessor.
CLAUSE SIXTEEN – The parties agree that in the event of cancellation of this instrument without a justifiable reason, due to the organization, operational and financial planning of the parties involved, the party who gives rise to such cancellation shall be subject to payment of contractual fine in favor of the other party, according to the following situations:
Eighty per cent (80%) of the total value set forth herein should the cancellation occur in October/2015.
Ninety per cent (90%) of the total value set forth herein should the cancellation occur in November/2015.
One hundred per cent (100%) of the total value set forth herein should the cancellation occur in December/2015.
Sole Paragraph – The values settled by Lessee until the moment of possible cancellation situation will be considered for the settlement of the contractual fine set forth in the clause above as well as for due reimbursement of amounts to Lessee, as the case may be.
CLAUSE SEVENTEEN – The Promoter/Lessor declares exemption of Corporate Income Tax due to its legal nature – a non-profit organization – as well as for the lack of tax triggering events, given the object hereof, and undertakes to provide official receipt, stamped and bearing its CNPJ/MF enrollment, but not an invoice.
Sole Paragraph: All subsequent fees, taxes and contributions shall be added to the value of the booth.
CLAUSE EIGHTEEN – Lessee may exhibit, display or sell its products and services during the Event in accordance with and within the space leased herein. All social and tax charges (INSS, IPI, ICMS, ISS, municipal fees, etc.) for such operations or clearance of activities shall be borne by Lessee.
CLAUSE NINETEEN – Lessee shall be fully responsible for the transportation and storage of equipment, material, products, etc. it will use in the leased space before and after the Event.
Sole Paragraph – Therefore, Lessor does not take responsibility, at any level, for custody, maintenance and deposit of any material owned by Lessee left in the leased booth before, during or after the event.
CLAUSE TWENTY – Lessee may not program sweepstakes, conferences, courses or social activities in its booth or at any type of venue, in or nearby the site of the event, without the prior, written authorization of the Promoter/Lessor, who will analyze if Lessee’s intention is operationally and legally feasible.
Paragraph One – The organizer is exclusively responsible for due registration of sweepstakes or similar activities with Caixa Econômica Federal, as per Decree 70.951/72.
Paragraph Two – The organizer or sweepstakes or similar activities is exclusively responsible for delivering the prize to the winner and satisfying all of the winner’s requests.
CLAUSE TWENTY-ONE – The parties hereby agree on the temporary lease of Booth(s) No. XX, with a space corresponding to XXm² (____________________________).
CLAUSE TWENTY-TWO – The parties hereby elect the courts of the Judicial District of São Paulo/SP to settle any issues arising from or incidental to this Instrument, and waive any other. The losing or guilty party shall bear any court expenses and attorney fees of the winning or innocent party.
In witness whereof, the parties execute this Instrument in two (02) counterparts of equal content in the presence of the two (02) undersigned and identified witnesses.
São Paulo, xxx xx, 2015.
AVIESP - Associação das Agências de Viagens Independentes do Interior do Estado de São Paulo
(Promoter/Lessor)
Corporate Name Fictitious Name Legal Representative
(Lessee)
* Witnesses:
____________________________ ________________________________
1- Name: 2-Name:
CPF: CPF:
RG: RG:
