Gear Town

May 31 – June 3, 2012

What: Gear Town provides manufacturers and retailers an affordable sponsorship opportunity to display and/or sell products to a highly targeted and qualified audience of outdoor enthusiasts during the Teva Mountain Games in Vail, Colorado. Gear Town exhibitors will also benefit from being centrally located in Vail Village during a prime summer weekend.

The 2012 Teva Mountain Games in Vail, Colorado will host competitions in kayaking, climbing, mountain biking, freestyle biking, trail and road running, road biking, fishing, rafting and stand-up paddling. During the four-day games, a multitude of events and activities will transpire catering to professional and amateur athletes, weekend warriors and spectators of all ages. Based on our success with the 2011 event, we anticipate over 2,500 athletes and 45,000 spectators to join us for this action-packed and fun-filled weekend.

When: May 31 – June 3, 2012.

Set-Up/Load-In Time:

May 31, 2012 from 12:00pm – 6:00pm

June 3, 2012 from 7:00am – 9:00am Tear-Down/Load-Out Time: June 3, 2012 beginning no earlier than 5:00pm As we near the event you may be given specific Load-In and Tear-Down by your Teva Mountain Games representative.

Where:

Vail Village at the Teva Mountain Games in Vail, Colorado. Cost: $1,500 for a 10’ x 10’ and $2,400 for a 10’ x 20’. Additional and special sizing may be available upon request. Please contact John McGuire at 970.748.5930 for more information. How to Participate: Please see the attached application agreement for the terms and conditions of participating in the 2012 Teva Mountain Games Gear Town. Please review and if in agreement with the terms and conditions outlined therein, sign and return with your full payment to the Vail Valley Foundation. For additional questions, contact John McGuire at jmcguire@vvf.org 970.748.5930. If interested, please provide a company/product brief and your web address for potential exposure on our web site: www.tevamountaingames.com

Exhibitor Information Cheat Sheet

What: Gear Town is an opportunity for manufacturers and retailers to display products to a targeted audience of outdoor enthusiasts at the Teva Mountain Games in Vail, Colorado. We are anticipating over 2,500 athletes and 45,000 spectators to join us for this action-packed and fun-filled weekend. Event Dates: May 31 – June 3, 2012. Gear Town Dates: June 1 -- 3, 2012. Where: The Teva Mountain Games in Vail, Colorado Exhibitor Detailed Information:

Load in – Thursday, May 31st from 12:00pm – 6:00pm and Friday, June 1st from 7:00am – 9:00am. All exhibitors must come in, drop their gear and then park in the parking structure before setting up. Space is restricted on the venue so the quicker vehicles are out, the better.

Hours of Operation: o Friday, June 1st: 11:00am – 5:00pm o Saturday, June 2nd: 9:00am – 5:00pm o Sunday, June 3rd: 9:00am – 5:00pm

Load out – Sunday, June 4th: at 5:00pm

Directions to Vail and Vail Village: Take I-70 to exit 176. Head east on South Frontage Road (Towards “Vail Village”) for about 1/8 mile. Turn right after the big construction site and before the Vail parking structure. TMG staff will be at the bottom of the hill to direct you to your location.

Directions to Vail and Golden Peak: Take I-70 to exit 176. Head east on South Frontage Road (towards “Vail Village”) for about ¼ mile. Pass the Vail Village Parking structure and take the first right on Vail Valley Drive. Follow Vail Valley Drive about ¼ mile. After about ¼ mile, see signs on the right for Larkspur and Golden Peak Valet parking. A TMG staff member will be there to direct you to your location.

Security: We will have roaming security 24 hours a day starting Thursday afternoon and you may leave items in your area overnight, however, this is not an area where we can shut a door so we suggest to anyone that has expensive equipment or other valuables to take them home after each day or hire a security guard for their space. Vail Valley Foundation will not be held responsible for lost or stolen items.

Lodging Information: Please visit the Teva Mountain Games web site for all lodging needs www.tevamountaingames.com

Additional Information: For additional information or questions, please contact John McGuire at jmcguire@vvf.org or 970-748-5930.

2012 Gear Town Application Agreement

March 31 – June 3, 2012

This document reflects a binding legal agreement between Vail Valley Foundation, a Colorado Nonprofit

Corporation (“VVF”), and Exhibitor (as defined below), for the use of exhibition space (“Expo Space”) during the

2012 Teva Mountain Games scheduled to occur February 9 - 12, 2012 in Vail, Colorado (the “Event”). Exhibitor is

responsible for all costs associated with Expo Space, including, but not limited to, rental needs, additional electrical

needs, shipping costs and ice.

Company: ______________________________________________________________________________ (“Exhibitor”)

Trade Name: _______________________________________________________________________________________

Primary Contact: ____________________________________________________________________________________

Phone: ___________________________________________ Fax: _____________________________________________

E-Mail: ____________________________________________________________________________________________

Mailing Address: ____________________________________________________________________________________

City: ___________________________________ State: ___________ Zip: ___________

The Town of Vail, a Colorado home rule municipality (“TOV”), requires certain special event licenses in order to

utilize Expo Space at the Event. VVF will assist Sponsor with obtaining the TOV forms needed to secure required

special event licenses. Due to exclusive sponsorship agreements currently in place, NOT ALL PROMOTIONAL

ITEMS WILL BE PERMITTED FOR GIVEAWAYS.

Exhibitor intends to DISPLAY products and/or services: YES _____ NO _____

Describe products and/or services to be displayed: _________________________________________________________

Exhibitor intends to SELL products and/or services: YES _____ NO _____

Describe products and/or services to be sold: ______________________________________________________________

If selling products will Exhibitor be selling through an existing TOV retailer: YES_____ NO______

If yes, please indicate name of TOV retailer: ______________________________________________________________

Exhibitor intends to GIVE AWAY promotional items: YES _____ NO _____

Describe products and/or services to be given away: ________________________________________________________

Exhibitor will need electricity for the operation of our booth: YES _____ NO _____

If have power needs beyond one or two normal 110v/15amp, please describe here: ________________________________

__________________________________________________________________________________________________

Exhibitor will need additional services beyond what is listed above: YES _____ NO______

Please describe additional services requested: ______________________________________________________________

__________________________________________________________________________________________________

In an effort to consolidate the rental needs of exhibition sponsors, VVF will place one consolidated order with a

third-party provider. Please indicate the quantity desired (if any). If you do not own your own linens/covers, you

MUST order linens for each table rented or anticipated in your exposition area.

Requested Expo Space: ___ 10 x 10 ($1,500) ___ 10 x 20 ($2,400) ___ Other Expo Space = $_______

Tents/Walls: ___ 10 x 10 tent ($200) __ 10 x 20 ($340) Total Tents = $_______

___ 8’ white walls ($26) Total Walls = $_______

Tables: ___ 6’ Banquet Table ($10) ___ 8’ Banquet Table ($11) Total Tables = $_______

Linens: ___ 8’ Table Linen ($20) Total Linens = $_______

Chairs: ___White Folding Chairs ($4.50) Total Chairs = $_______

Total Due = $_______

Gear Town Terms and Conditions

1. Payment in full must accompany this agreement. Make checks payable to “Vail Valley Foundation”

and mail to: Vail Valley Foundation

Attn: Mountain Games Gear Town Application

PO Box 309

Vail, CO 81658

1. All cancellation requests must be made in writing. Exhibitors canceling before April 15th forfeit 25% of the

Total Due fee. Exhibitors canceling between April 15th and May 15

th forfeit 50% of Total Due fee. NO

REFUNDS will be issued after May 15th, 2012.

2. Gear Town is open to any product that is involved with or participates in the outdoor industry, subject to the

sole and final discretion of Vail Valley Foundation.

3. Applications must be postmarked no later than May 13th, 2012.

4. Exhibitors will be notified of their Expo Space location within Gear Town, Promenade, Adventure Village,

or Mountain Plaza upon arrival May 31, 2012. Exhibitor’s Expo Space location is determined at the sole

discretion of the Vail Valley Foundation.

5. Exhibitors will keep Expo Space open and staffed during the following hours of operation: Friday, June 1st

from 11:00am – 6:00pm; Saturday, June 2nd

from 9:00am – 6:00pm; and Sunday, June 3rd

from 9:00am –

5:00pm.

6. Exhibitors load-in will take place on Thursday, May 31st from 12:00pm – 6:00pm and Friday, June 1

st from

7:00am – 9:00am. All exhibitors must drop their gear and then park before setting up. Space is restricted in

the venue so the quicker the cars are out of the venue, the better.

7. No exhibitor’s cars, vehicles, trailers, etc. will be allowed on site after 9:00am on June 1st.

8. Exhibitor load-out will begin Sunday, June 3rd

at 5:00pm, vehicle access and/or tear down prior to 5:00pm

Sunday, June 3rd

is prohibited.

9. Expo Space locations will be ultimately determined by: the date applications are received, level of

sponsorship participation, total space requirements and per VVF discretion, consideration of the overall best

interest of the Event.

10. Exhibitor hereby indemnifies and agrees to defend and hold VVF and its affiliates (and each of their

respective owners, partners, employees, officers, directors, members, managers, agents, exhibitors, volunteers,

representatives, insurers, successors and assigns) harmless from and against any loss, liability, damage, cost or

expense (including reasonable attorneys’ fees and costs) (collectively, “Losses”), arising out of or related to

any claims, or suits, arbitration, governmental inquiry or other proceeding, against any of the above by reason

of or relating to: (i) the manufacture, production, advertising, promotion, offering for sale or distribution, and

sale or distribution of Exhibitor’s products or services, or any merchandise, premium or any other article or

good directly or indirectly distributed by Exhibitor, including, without limitation, any alleged defects (design,

manufacturing, handling or other) or inherent dangers in any of the foregoing or the use thereof; (ii)

Exhibitor’s exercise of any benefit or other promotion permitted hereunder; (iii) any claims against any of the

above parties by reason of or alleging any unauthorized or infringing use by Exhibitor of any patent, process,

trade secret, copyright, trademark, or publicity right or other similar property, (iv) value in-kind, if any,

provided by Exhibitor, and activities with respect thereto, or (v) any Released Claims. This Section 10 shall

survive the expiration or termination of this Agreement.

11. Exhibitor shall carry and maintain: Commercial General Liability insurance in an occurrence format for the

Event, including load-in preparation and load out tear down days surrounding the Event, in an amount of

no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, with no spectator or participant

exclusions, covering liability arising out of premises operations, personal injury, advertising liability,

products-completed operations, contractual liability, independent contractors, broad form property damage

and products liability and personal injury and property damage coverage under a policy of general public

liability insurance, with limits of at least $100,000-$500,000 for bodily injury, and $50,000 for property

damages or combined single limit bodily injury and property damage policy with limits of $500,000.

Exhibitor warrants that, upon signing this contract, they have complied specifically with the insurance

requirements of this Agreement.

12. Exhibitors may display and/or sell products and or services out of their defined and allotted Expo Space

ONLY so long as, Exhibitor secures, prior to Event, a Town of Vail Special Event Sales Tax License

and/or a Town of Vail Exhibitor License (whichever is applicable). Should Exhibitor be found displaying

or selling merchandise without an approved license they may be subject to enforcement action from the

Town of Vail. Exhibitors are restricted to their defined and specific Gear Town Expo Space location for

any activities, including, but not limited to, display of products and or services, branding, distribution of

branded premiums, sales of product or services and may not conduct such activities in other areas within the

Town of Vail during the Event.

13. The Vail Valley Foundation will deliver Special Event Sales Tax Licenses to all exhibitors who wish to sell

goods and services and submit the proper application. Each exhibitor will be responsible for filling out the

proper application and remitting any Town of Vail taxes due at the close of the Event. The Special Event

Sales Tax License will be given to Exhibitor upon arrival at the Event and must be displayed in Exhibitor’s

Expo Space at all times.

14. Exhibitors not obtaining a Town of Vail Special Event Sales Tax License will be allowed to display and or

sample at no cost products and or services only.

15. Exhibitor Expo Space must be self-sufficient. No staff, materials, security (either during the day or

overnight) and/or electricity will be supplied by Vail Valley Foundation. Exhibitor will be responsible for

any loss or damage to equipment/property.

16. Electricity and/or power needs will be handled on a case by case basis. Exhibitors requesting any special

services, power and or electricity shall notify the Vail Valley Foundation of such requests at the time of

signing of this Agreement and such request may require additional cost. On-site resources are limited and

may not be accessible from all exhibitor space locations.

17. Exhibitor agrees that by entering into this Gear Town Application Agreement (this “Agreement”),

Exhibitor’s company name, trademarks, products and or services may be used by Vail Valley Foundation

within Event promotional, marketing and or advertising efforts or campaigns without any compensation due

for such use to Exhibitor.

18. Exhibitor agrees to abide by all Town of Vail and Event rules and regulations. Any violation of rules and

regulations set forth may result in immediate Exhibitor dismissal and/or removal from the Event and Gear

Town and no refund of Exhibitor Total Due fee(s) shall be provided.

19. Vail Valley Foundation reserves the right to deny any Gear Town Exhibitor rights to the Event should their

company, brand, product and or services be in conflict (competitive) with/to an existing sponsor of the

Event. If Exhibitor is refused entry, they will be notified immediately and all Total Due fees will be

returned.

20. Non-exclusivity; Cooperation. Exhibitor acknowledges and agrees that (i) no rights of exclusivity are granted

to Exhibitor by this Agreement, and nothing in this Agreement shall limit in any manner VVF’s rights to grant

advertising, marketing, promotional or other rights of any kind to any other person or entity for any product or

service, whether or not competitive with Exhibitor, (ii) additional Exhibitors, suppliers, licensees and

marketing partners have been and will continue to be solicited and granted identical or similar rights, and (iii)

Exhibitor shall make all reasonable efforts to work and cooperate with VVF’s other Exhibitors, suppliers,

licensees and marketing partners to the mutual benefit of VVF and all of its Exhibitors, suppliers, licensees

and marketing partners.

21. Reservation of Rights. The only rights of Exhibitor hereunder with respect to Vail Valley Foundation, the

Event and its programs, activities and events, is the right to receive the Expo Space as expressly specified

herein and in accordance with all the terms and conditions hereof; all other rights are hereby reserved by Vail

Valley Foundation.

22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State

of Colorado, without regard to conflict of laws principles. Any legal action, suit or proceeding brought by

either party related to or arising out of this Agreement shall be brought in a state or federal court in the City

and County of Denver, Colorado, which shall be the sole and exclusive venue for any such action, suit or

proceeding; provided, however, a party shall have the right to remove any action, suit or proceeding originally

filed in Colorado state court to a federal court in the City and County of Denver, Colorado. Each party hereby

accepts and submits to the exclusive jurisdiction of each of the aforesaid courts with respect to any action, suit

or proceeding brought by it or against it by the other party. Each party waives any objection to the venue for

any such action, suit or proceeding being in such courts. THE PARTIES WAIVE ANY TRIAL BY JURY IN

ANY ACTION OR PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT

23. RELEASE. IN CONSIDERATION OF BEING PERMITTED TO ACT AS AN EXHIBITOR/SPONSOR

FOR THE EVENT, AND TO BE PRESENT ON AND/OR USE THE EVENT PREMISES, EXHIBITOR (I)

FOREVER AND IRREVOCABLY RELEASES, WAIVES AND DISCHARGES ANY CLAIM, DEMAND

OR CAUSE OF ACTION THAT EXHIBITOR (OR ANYONE WHO OBTAINS RIGHTS FROM OR

THROUGH EXHIBITOR) MAY HAVE AT ANY TIME AGAINST VVF OR ITS AFFILIATES (OR

THEIR RESPECTIVE OWNERS, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS,

MANAGERS, AGENTS, SPONSORS, VOLUNTEERS, REPRESENTATIVES, INSURERS,

SUCCESSORS OR ASSIGNS) FOR ANY LOSS, LIABILITY, DAMAGE, COST, EXPENSE, PROPERTY

DAMAGE, BODILY INJURY, ILLNESS OR DEATH, INCURRED OR SUFFERED BY EXHIBITOR, OR

ANY OF ITS OFFICERS, DIRECTORS, OWNERS, MEMBERS, MANAGERS, EMPLOYEES,

CONTRACTORS, AGENTS OR GUESTS WHILE ATTENDING THE EVENT AND/OR

PARTICIPATING IN ANY ACTIVITIES ASSOCIATED WITH OR ANCILLARY TO THE EVENT,

INCLUDING, WITHOUT LIMITATION, ACTIVITIES CONDUCTED BY OR AT THE DIRECTION OF

EXHIBITOR, OUTDOOR ACTIVITIES (SUCH AS, WITHOUT LIMITATION, KAYAKING, CYCLING,

RUNNING AND CLIMBING), HOSPITALITY ACTIVITIES, AND VALUE-IN-KIND ACTIVITIES AND

SERVICES (COLLECTIVELY, “RELEASED CLAIMS”), (II) ASSUMES ALL RISK WITH RESPECT TO

THE RELEASED CLAIMS AND RESPONSIBILITY FOR ALL RELATED LOSSES AND (III) WILL

NOT (AND WILL NOT PERMIT ANY PERSONS OR ENTITIES UNDER ITS CONTROL TO) SUE OR

PROVIDE ASSISTANCE TO ANYONE SUING ANY RELEASE WITH RESPECT TO A RELEASED

CLAIMS. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS

AGREEMENT.

IN WITNESS WHEREOF, Exhibitor has executed this Agreement as of the date first written below.

EXHIBITOR:

____________________________________,

a ___________________________________

ACCEPTED AND AGREED TO BY:

Vail Valley Foundation,

a Colorado nonprofit corporation

By: _________________________________

Name:_______________________________

Title:________________________________

Date:________________________________

By: _________________________________

Name:_______________________________

Title:________________________________

Date:________________________________

PLEASE MAKE CHECKS PAYABLE TO: Vail Valley Foundation

MAIL APPLICATION AND CHECK TO:

Vail Valley Foundation

Attn: Mountain Games Gear Town

P.O. Box 309

Vail, Colorado 81658

QUESTIONS? Contact John McGuire at jmcguire@vvf.org 970.748-5930..