Spring Awakening Music Festival - Master Vendor & Exhibitor Agreement



Spring Awakening Music Festival Master Vendor & Exhibitor Agreement EFFECTIVE DATE OF AGREEMENT: VENDOR / BUSINESS NAME: CONTACT PERSON & TITLE: VENDOR TYPE (FOOD/CRAFT/ETC): BOOTH SIZE / FOOTPRINT: VENDOR FEE / DEPOSIT amount: PERCENTAGE OF GROSS SALES: This Master Vendor & Exhibitor Agreement (the "Agreement") is made and entered into as of the Effective Date set forth above, by and between Spring Awakening Music Festival, its owners, parent companies, subsidiaries, affiliates, successors, and assigns (collectively referred to herein as "Purchaser" or "Festival"), and the individual(s) or entity designated above as the Vendor / Business Name (collectively referred to herein as "Vendor"). WHEREAS, Festival is producing and promoting a live entertainment event known as Spring Awakening Music Festival (the "Event"); and WHEREAS, Vendor desires to operate a vending space at the Event, and Festival desires to grant Vendor the right to operate such space, subject to the strict terms, conditions, and regulations set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, promises, and the Fees contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree directly and irrevocably to the following: GRANT OF SPACE, PERMITTED USE & EXCLUSIVITY LIMITATIONS: Festival hereby grants Vendor a limited, revocable license to utilize the designated Booth Size / Footprint during the Event strictly for the Approved Vendor Type. Vendor agrees to use the space solely for the purpose of selling, promoting, or distributing the specific products, services, or menu items explicitly pre-approved in writing by Festival. Vendor is strictly prohibited from selling, displaying, or giving away any items outside the scope of their Approved Vendor Type without prior written consent. Festival retains the ultimate, unquestionable right to dictate the layout, location, orientation, and aesthetic standards of the Vendor's space, and may relocate, restructure, or alter Vendor's placement at any time for logistical, safety, or production reasons without notice or penalty. Vendor is not granted any category exclusivity unless explicitly outlined in a separate, fully executed Exclusivity Addendum. FEES, DEPOSITS, REVENUE SHARING & STRICT PAYMENT TERMS: Vendor agrees to pay the flat Vendor Fee and/or Deposit specified above in cleared funds (United States Dollars) strictly prior to load-in. If a Percentage of Gross Sales is specified, Vendor agrees to remit that exact percentage to Festival unconditionally at the conclusion of each Event day or as otherwise directed by Festival management. Auditing & Point of Sale: Vendor must utilize the point-of-sale (POS) systems, RFID wristband systems, or physical token systems mandated by the Festival, if applicable, to ensure immediate, accurate, and transparent tracking of gross sales. Festival reserves the absolute right to audit Vendor’s sales registers, receipts, and inventory at any time during or immediately following the Event. Failure to pay deposits on time, intentional underreporting of sales, or attempts to bypass the Festival's POS system constitutes a material breach, theft, and grounds for immediate eviction from the Event, forfeiture of all deposits, and pursuit of legal damages. LOGISTICS, STRICT LOAD-IN/STRIKE HOURS & ABANDONMENT: Vendor must arrive, complete load-in, and have their booth fully set up, inspected, and operational strictly within the specific time windows designated by Festival management. Vendor must remain fully operational, adequately staffed, and adequately stocked during all required Festival vending hours. Early breakdown, late arrival, or temporary closure during peak hours is strictly prohibited and will result in a minimum $500 penalty fee, forfeiture of deposit, and immediate permanent exclusion from all future events. At the conclusion of the Event (Strike), Vendor must completely vacate their designated space, leaving it entirely clean and free of all trash, zip-ties, grease, grey water, and structural materials. A cleaning deposit may be held by Festival and fully forfeited if the space requires professional cleaning or remediation post-strike. PERMITS, LICENSES, TAXES & STRICT LEGAL COMPLIANCE: Vendor is entirely and solely responsible for identifying, obtaining, paying for, and maintaining all necessary local, state, and federal licenses, permits, and tax registrations required to operate legally at the Event. This specifically includes temporary restaurant/food handler permits, health department certificates, fire marshal approvals, and state sales tax authorization. Vendor must physically display all required permits conspicuously at their booth at all times. Festival assumes absolutely no responsibility or liability for inspecting, securing, or verifying Vendor's legal compliance. If Vendor is cited, fined, or shut down by municipal authorities, health inspectors, or the fire marshal for any reason, Festival is not liable for any resulting refunds, lost revenue, or spoiled inventory, and Vendor remains fully liable for all Festival fees. INSURANCE REQUIREMENTS, INDEMNIFICATION & HOLD HARMLESS: Vendor must procure and maintain, at their sole expense, commercial general liability insurance with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate, as well as necessary workers' compensation insurance. The Certificate of Insurance (COI) must explicitly name Spring Awakening Music Festival, the Venue, and their respective parent/subsidiary companies as "Additional Insureds" and be submitted no later than 30 days prior to load-in. Vendor shall unconditionally defend, indemnify, and hold completely harmless Festival, the Venue, and their affiliates, officers, directors, and contractors from any and all claims, damages, liabilities, lawsuits, severe injuries, illnesses (explicitly including food-borne illnesses, allergic reactions, or choking hazards), or property damage arising directly or indirectly out of Vendor’s operations, defective products, temporary structures, employees, or negligence. Vendor assumes 100% of the risk for their own inventory, cash, vehicles, and equipment against theft, damage, weather, or loss. POWER, STRUCTURAL INTEGRITY, FIRE SAFETY & WASTE MANAGEMENT: Unless explicitly guaranteed in a separate written addendum, Festival does not provide tents, tables, chairs, lighting, ice, or specialized power hookups. Vendor must supply their own structurally sound, commercial-grade tents. Tents must be heavily weighted (minimum 50lbs per leg) as staking into the ground is strictly prohibited unless approved by the Venue. Use of loud, unapproved, or exhaust-heavy generators is strictly prohibited. Cooking vendors must have functional, inspected, and unexpired Class K fire extinguishers physically accessible at all times. Vendor must rigorously and responsibly dispose of all grey water, cooking grease (in designated grease traps only), and waste in specifically designated receptacles provided by Festival. Dumping grease or grey water into storm drains, sinks, or directly onto the ground is a severe environmental violation resulting in extreme municipal fines (passed directly to Vendor) and immediate, permanent eviction. INTELLECTUAL PROPERTY, BRANDING & UNAUTHORIZED MERCHANDISE: Vendor shall not produce, display, sell, or distribute any merchandise, promotional items, or signage featuring the "Spring Awakening Music Festival" name, logo, aesthetic likeness, artist lineup, or brand without a fully executed, separate written licensing agreement. Festival comprehensively retains the exclusive, sole right to design and sell all Official Festival Merchandise. Vendor explicitly grants Festival the perpetual, worldwide, royalty-free right and license to use Vendor's business name, logo, menu, and photographs/video of their booth, products, and staff captured at the Event in Festival promotional materials, social media, recap videos, and archival media without future compensation. FORCE MAJEURE, DELAY & ALL-SALES-FINAL CANCELLATION: Festival’s overarching obligation to host the Event is subject to events broadly defined as "Force Majeure" (e.g., Acts of God, severe weather, pandemics, government mandates, riots, acts of terrorism, or venue failure). Festival shall have absolutely no liability to Vendor for failure to perform, delay, or shortened Event hours due to Force Majeure. All Vendor fees and deposits are strictly non-refundable and fully earned upon receipt. If Festival cancels the Event for reasons entirely unrelated to Force Majeure, Vendor's sole, exclusive maximum remedy shall be a refund of the Vendor Fee actually paid. If Vendor cancels their participation, fails to show up, or is denied entry due to lack of permits or insurance, Vendor completely forfeits all deposits, fees, and potential revenue without recourse. CONDUCT, SAFETY & STRICT ZERO TOLERANCE POLICY: Vendor and all their registered staff, volunteers, and street team members must strictly adhere to Festival's code of conduct and local laws at all times. Festival enforces a rigorous Zero Tolerance Policy. Any instances of drunkenness, illegal drug use/possession, theft, physical violence, aggressive behavior, sexual harassment, or hate speech by any Vendor staff member is immediate grounds for the revocation of all Vendor credentials, physical police eviction of the entire Vendor operation, and permanent banning from future events. DEFAULT, MATERIAL BREACH & IMMEDIATE TERMINATION: If Vendor commits a material breach of this Agreement—including but not limited to failing to pay fees, selling unapproved items, hiding gross sales, violating safety codes, or breaching the Zero Tolerance Policy—Festival possesses the unilateral right to immediately terminate this Agreement on-site. Upon termination, Festival security or local law enforcement may require Vendor to immediately shut down operations, pack their equipment, and vacate the premises. In such instances, Vendor has no right to cure, no right to a refund, and remains liable for any outstanding percentage of sales or property damage. CONFIDENTIALITY & NON-DISPARAGEMENT: The financial details, fee structures, and specific terms of this Agreement are highly confidential and may not be disclosed to any third party, competing festival, or other vendors. Vendor and its representatives agree not to make any disparaging, defamatory, negatively impactful, or false public remarks (including on any social media platforms, review sites, or to the press) regarding the Festival, its staff, attendees, artists, or other vendors/sponsors. Violation of confidentiality or non-disparagement provides Festival grounds for immediate termination and the aggressive pursuit of injunctive relief and damages. INDEPENDENT CONTRACTOR, SEVERABILITY & GOVERNING LAW: The relationship between the parties is exclusively that of independent contractors. Neither Purchaser nor Vendor is an agent, employee, partner, or joint venturer of the other. Vendor has no authority to bind Festival to any third-party agreements or debts. This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations. Any modifications must be in writing. If any provision is deemed legally unenforceable, the remainder shall maintain full effect. This Agreement shall be governed by the laws of the State of Oregon, with exclusive jurisdiction in Washington County, Oregon. Prevailing party in any dispute, litigation, or collection action arising under this Agreement shall be awarded all reasonable attorney fees, court costs, and collection agency fees. PURCHASER / FESTIVAL: Spring Awakening Music Festival (Authorized Representative) Signature Printed Name & Title Date VENDOR / AUTHORIZED ENTITY: (Binding Authorization) Signature Printed Name & Title Date

This Master Vendor & Exhibitor Agreement (the "Agreement") is made and entered into as of the Effective Date set forth above, by and between Spring Awakening Music Festival, its owners, parent companies, subsidiaries, affiliates, successors, and assigns (collectively referred to herein as "Purchaser" or "Festival"), and the individual(s) or entity designated above as the Vendor / Business Name (collectively referred to herein as "Vendor").

WHEREAS, Festival is producing and promoting a live entertainment event known as Spring Awakening Music Festival (the "Event"); and WHEREAS, Vendor desires to operate a vending space at the Event, and Festival desires to grant Vendor the right to operate such space, subject to the strict terms, conditions, and regulations set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and the Fees contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree directly and irrevocably to the following:

GRANT OF SPACE, PERMITTED USE & EXCLUSIVITY LIMITATIONS: Festival hereby grants Vendor a limited, revocable license to utilize the designated Booth Size / Footprint during the Event strictly for the Approved Vendor Type. Vendor agrees to use the space solely for the purpose of selling, promoting, or distributing the specific products, services, or menu items explicitly pre-approved in writing by Festival.
Vendor is strictly prohibited from selling, displaying, or giving away any items outside the scope of their Approved Vendor Type without prior written consent. Festival retains the ultimate, unquestionable right to dictate the layout, location, orientation, and aesthetic standards of the Vendor's space, and may relocate, restructure, or alter Vendor's placement at any time for logistical, safety, or production reasons without notice or penalty. Vendor is not granted any category exclusivity unless explicitly outlined in a separate, fully executed Exclusivity Addendum.
FEES, DEPOSITS, REVENUE SHARING & STRICT PAYMENT TERMS: Vendor agrees to pay the flat Vendor Fee and/or Deposit specified above in cleared funds (United States Dollars) strictly prior to load-in. If a Percentage of Gross Sales is specified, Vendor agrees to remit that exact percentage to Festival unconditionally at the conclusion of each Event day or as otherwise directed by Festival management.
Auditing & Point of Sale: Vendor must utilize the point-of-sale (POS) systems, RFID wristband systems, or physical token systems mandated by the Festival, if applicable, to ensure immediate, accurate, and transparent tracking of gross sales. Festival reserves the absolute right to audit Vendor’s sales registers, receipts, and inventory at any time during or immediately following the Event. Failure to pay deposits on time, intentional underreporting of sales, or attempts to bypass the Festival's POS system constitutes a material breach, theft, and grounds for immediate eviction from the Event, forfeiture of all deposits, and pursuit of legal damages.
LOGISTICS, STRICT LOAD-IN/STRIKE HOURS & ABANDONMENT: Vendor must arrive, complete load-in, and have their booth fully set up, inspected, and operational strictly within the specific time windows designated by Festival management. Vendor must remain fully operational, adequately staffed, and adequately stocked during all required Festival vending hours.
Early breakdown, late arrival, or temporary closure during peak hours is strictly prohibited and will result in a minimum $500 penalty fee, forfeiture of deposit, and immediate permanent exclusion from all future events. At the conclusion of the Event (Strike), Vendor must completely vacate their designated space, leaving it entirely clean and free of all trash, zip-ties, grease, grey water, and structural materials. A cleaning deposit may be held by Festival and fully forfeited if the space requires professional cleaning or remediation post-strike.
PERMITS, LICENSES, TAXES & STRICT LEGAL COMPLIANCE: Vendor is entirely and solely responsible for identifying, obtaining, paying for, and maintaining all necessary local, state, and federal licenses, permits, and tax registrations required to operate legally at the Event. This specifically includes temporary restaurant/food handler permits, health department certificates, fire marshal approvals, and state sales tax authorization.
Vendor must physically display all required permits conspicuously at their booth at all times. Festival assumes absolutely no responsibility or liability for inspecting, securing, or verifying Vendor's legal compliance. If Vendor is cited, fined, or shut down by municipal authorities, health inspectors, or the fire marshal for any reason, Festival is not liable for any resulting refunds, lost revenue, or spoiled inventory, and Vendor remains fully liable for all Festival fees.
INSURANCE REQUIREMENTS, INDEMNIFICATION & HOLD HARMLESS: Vendor must procure and maintain, at their sole expense, commercial general liability insurance with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate, as well as necessary workers' compensation insurance. The Certificate of Insurance (COI) must explicitly name Spring Awakening Music Festival, the Venue, and their respective parent/subsidiary companies as "Additional Insureds" and be submitted no later than 30 days prior to load-in.
Vendor shall unconditionally defend, indemnify, and hold completely harmless Festival, the Venue, and their affiliates, officers, directors, and contractors from any and all claims, damages, liabilities, lawsuits, severe injuries, illnesses (explicitly including food-borne illnesses, allergic reactions, or choking hazards), or property damage arising directly or indirectly out of Vendor’s operations, defective products, temporary structures, employees, or negligence. Vendor assumes 100% of the risk for their own inventory, cash, vehicles, and equipment against theft, damage, weather, or loss.
POWER, STRUCTURAL INTEGRITY, FIRE SAFETY & WASTE MANAGEMENT: Unless explicitly guaranteed in a separate written addendum, Festival does not provide tents, tables, chairs, lighting, ice, or specialized power hookups. Vendor must supply their own structurally sound, commercial-grade tents. Tents must be heavily weighted (minimum 50lbs per leg) as staking into the ground is strictly prohibited unless approved by the Venue.
Use of loud, unapproved, or exhaust-heavy generators is strictly prohibited. Cooking vendors must have functional, inspected, and unexpired Class K fire extinguishers physically accessible at all times. Vendor must rigorously and responsibly dispose of all grey water, cooking grease (in designated grease traps only), and waste in specifically designated receptacles provided by Festival. Dumping grease or grey water into storm drains, sinks, or directly onto the ground is a severe environmental violation resulting in extreme municipal fines (passed directly to Vendor) and immediate, permanent eviction.
INTELLECTUAL PROPERTY, BRANDING & UNAUTHORIZED MERCHANDISE: Vendor shall not produce, display, sell, or distribute any merchandise, promotional items, or signage featuring the "Spring Awakening Music Festival" name, logo, aesthetic likeness, artist lineup, or brand without a fully executed, separate written licensing agreement. Festival comprehensively retains the exclusive, sole right to design and sell all Official Festival Merchandise.
Vendor explicitly grants Festival the perpetual, worldwide, royalty-free right and license to use Vendor's business name, logo, menu, and photographs/video of their booth, products, and staff captured at the Event in Festival promotional materials, social media, recap videos, and archival media without future compensation.
FORCE MAJEURE, DELAY & ALL-SALES-FINAL CANCELLATION: Festival’s overarching obligation to host the Event is subject to events broadly defined as "Force Majeure" (e.g., Acts of God, severe weather, pandemics, government mandates, riots, acts of terrorism, or venue failure). Festival shall have absolutely no liability to Vendor for failure to perform, delay, or shortened Event hours due to Force Majeure.
All Vendor fees and deposits are strictly non-refundable and fully earned upon receipt. If Festival cancels the Event for reasons entirely unrelated to Force Majeure, Vendor's sole, exclusive maximum remedy shall be a refund of the Vendor Fee actually paid. If Vendor cancels their participation, fails to show up, or is denied entry due to lack of permits or insurance, Vendor completely forfeits all deposits, fees, and potential revenue without recourse.
CONDUCT, SAFETY & STRICT ZERO TOLERANCE POLICY: Vendor and all their registered staff, volunteers, and street team members must strictly adhere to Festival's code of conduct and local laws at all times. Festival enforces a rigorous Zero Tolerance Policy. Any instances of drunkenness, illegal drug use/possession, theft, physical violence, aggressive behavior, sexual harassment, or hate speech by any Vendor staff member is immediate grounds for the revocation of all Vendor credentials, physical police eviction of the entire Vendor operation, and permanent banning from future events.
DEFAULT, MATERIAL BREACH & IMMEDIATE TERMINATION: If Vendor commits a material breach of this Agreement—including but not limited to failing to pay fees, selling unapproved items, hiding gross sales, violating safety codes, or breaching the Zero Tolerance Policy—Festival possesses the unilateral right to immediately terminate this Agreement on-site. Upon termination, Festival security or local law enforcement may require Vendor to immediately shut down operations, pack their equipment, and vacate the premises. In such instances, Vendor has no right to cure, no right to a refund, and remains liable for any outstanding percentage of sales or property damage.
CONFIDENTIALITY & NON-DISPARAGEMENT: The financial details, fee structures, and specific terms of this Agreement are highly confidential and may not be disclosed to any third party, competing festival, or other vendors. Vendor and its representatives agree not to make any disparaging, defamatory, negatively impactful, or false public remarks (including on any social media platforms, review sites, or to the press) regarding the Festival, its staff, attendees, artists, or other vendors/sponsors. Violation of confidentiality or non-disparagement provides Festival grounds for immediate termination and the aggressive pursuit of injunctive relief and damages.
INDEPENDENT CONTRACTOR, SEVERABILITY & GOVERNING LAW: The relationship between the parties is exclusively that of independent contractors. Neither Purchaser nor Vendor is an agent, employee, partner, or joint venturer of the other. Vendor has no authority to bind Festival to any third-party agreements or debts.
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations. Any modifications must be in writing. If any provision is deemed legally unenforceable, the remainder shall maintain full effect. This Agreement shall be governed by the laws of the State of Oregon, with exclusive jurisdiction in Washington County, Oregon. Prevailing party in any dispute, litigation, or collection action arising under this Agreement shall be awarded all reasonable attorney fees, court costs, and collection agency fees.