What an Exhibitor Agreement Is
An exhibitor agreement, also called an exhibitor contract or exhibit space agreement, is what a company accepts when it books a booth at your trade show, expo or conference. It turns a booth on the floor plan into a set of obligations on both sides: the organizer provides the space and the show, and the exhibitor pays on time, carries insurance, builds within the rules and leaves the hall the way it found it.
| Clause | What it settles | Common gap |
|---|---|---|
| Parties | The organizer and the exhibiting company, with legal names and a signing contact | The booth booked under a person, not the company paying |
| Booth assignment | Which booth, its size and what is included | Inclusions described only in the prospectus |
| Relocation | The organizer's right to move or reshape the booth | No promise of a comparable space |
| Fees and payment | Booth fee, deposit, balance date and late payment | No consequence for an unpaid balance |
| Cancellation and refunds | What the exhibitor gets back, by date | Downsizing a booth not covered |
| Insurance | Required coverage, additional insured and certificate deadline | No deadline, so certificates arrive at move-in |
| Exhibitor manual | Booth rules, deadlines and contractor rules made part of the contract | The manual not mentioned, so its rules are hard to enforce |
| Subletting and sharing | Whether another company can use the booth | Unlisted companies appearing on the show floor |
| Liability and indemnity | Who pays for injury, damage and loss | Exhibitor property left uninsured |
| Force majeure | What happens if the show can't take place | Wording that does not match the venue contract |
| Move-in and move-out | Installation and dismantle times and penalties | Early teardown with no consequence |
Most shows split the agreement across three documents. The booking form or application names the exhibitor, the booth and the price. The terms and conditions hold the clauses in the table above. The exhibitor manual holds the operational rules and deadlines, and the terms make it part of the contract. Keep all three consistent with your exhibitor prospectus, because exhibitors will quote the prospectus back to you.
Exhibitor Agreement vs Vendor Agreement
An exhibitor agreement and a vendor agreement both rent space at an event, and some organizers use one document for both. They usually work better apart, because trade show exhibitors and market or festival vendors face different risks.
| Point | Exhibitor agreement | Vendor agreement |
|---|---|---|
| Typical event | Trade shows, expos, conferences with an exhibit hall | Farmers markets, craft fairs, festivals, flea markets |
| Main purpose | Marketing, meetings and lead generation | Selling directly to the public |
| Space | A numbered booth in a hall, often with drape and an ID sign | A stall, tent pad or table, often outdoors |
| Rules live in | The exhibitor manual, incorporated by reference | Usually the agreement itself or a short rules sheet |
| Operational focus | Freight, contractors, booth height, installation and dismantle | Permits, sales tax, tents, weights and weather |
| Relocation | Common, tied to the floor plan and fire marshal approval | Common, tied to site layout and safety |
Exhibitors also sit alongside other contracts at the same show. Sponsors who buy visibility rather than space sign a sponsorship agreement, presenters sign a speaker agreement, and if a planner is running the show for a client, that relationship sits in the event contract.
Booth Assignment and Relocation Rights
Name the booth by number and size and list what the booth fee includes, such as back and side drape, an ID sign, a number of exhibitor badges or a directory listing. Say what is not included, because carpet, furniture, electrical, internet and material handling are often ordered separately. Our guide to trade show booth sizes covers the standard dimensions most agreements refer to.
- Assignment method: first come, first served, priority points, a selection window for returning exhibitors, or assignment by the organizer
- When the booth is confirmed: on payment, on deposit, or on the organizer's approval
- Relocation: the organizer may move or reshape a booth when the floor plan, venue, fire marshal or safety requires it, and will offer a comparable space where one is available
- What happens if no comparable space exists: a partial refund, a credit or the right to cancel without penalty
- Competitors: the organizer does not promise to keep competitors away from an exhibitor unless the agreement says so in writing
- Unpaid booths: the organizer's right to release a booth if the balance is not paid by the due date
Fees, Payment Schedule, Cancellation and Refunds
Set out the booth fee, any premiums for corners or islands, the deposit and the dates the balance is due. Many shows take a deposit at booking and the balance some weeks before the event, so the organizer has funds to pay the venue and the general contractor. The dates and amounts are a business decision; the tables below show structure only.
| Payment | Amount | Due |
|---|---|---|
| Deposit | [AMOUNT OR PERCENT] of the booth fee | On booking |
| Balance | Remaining booth fee | [DATE or NUMBER days before the show] |
| Bookings after the balance date | Full booth fee | On booking |
| Late payment | [LATE FEE OR INTEREST, IF ANY] | Organizer may release the booth after written notice |
| When the exhibitor cancels in writing | Refund | Note |
|---|---|---|
| Before [DATE] | Booth fee paid, minus [AMOUNT OR PERCENT] | Covers the organizer's administration costs |
| [DATE] to [DATE] | [PERCENT] of the booth fee | Booth may be resold |
| After [DATE] | No refund | Any unpaid balance is still due |
| Downsizing | [TERMS] | Treated as a partial cancellation |
| No-show | No refund | May affect priority for next year |
Write the refund terms once and use the same wording in the agreement, the prospectus and on your website. Our guide to writing an event refund policy covers organizer cancellation, credits and refunds for exhibitors and sponsors, and our trade show booth pricing guide helps you set the fees the schedule is built on.
- Taxes: whether booth fees include or exclude any sales tax or VAT that applies where the show is held
- Card fees: whether processing fees are passed to the exhibitor
- Services: carpet, furniture, electrical and internet are billed by the contractors who provide them, under their own terms
- Credits: if the organizer offers a credit instead of a refund, how long it lasts and which show it applies to
Insurance, Booth Rules and the Exhibitor Manual
Most venues require exhibitors to carry general liability insurance, and many require the organizer and the venue to be named as additional insured. The agreement should set the minimum coverage, who must be named and the deadline for the certificate of insurance (COI). Requirements come from your venue contract and insurer, so copy them from there rather than from last year's agreement. Our guide to the vendor certificate of insurance explains what to ask for and how to check a certificate when it arrives.
The exhibitor manual holds the rules that change the most and run the longest: booth height limits, open-side rules, fire codes, freight and material handling, approved contractors, food sampling, noise and lead retrieval. Rather than repeat them, the agreement should say the manual is part of the contract and that exhibitors must follow it. Our exhibitor manual template covers the sections most shows need.
- Incorporation: the exhibitor manual and the venue's rules form part of this agreement
- Updates: the organizer may update the manual for safety, venue or operational reasons, and will notify exhibitors of material changes
- Booth construction: displays stay within the booth's footprint and height limits, and line-of-sight rules for neighbors
- Fire safety: flame-retardant materials, clear aisles and exits, and no blocked fire equipment
- Contractors: exhibitor-appointed contractors follow the manual, carry insurance and register by the deadline
- Demonstrations and sound: activity stays inside the booth and below the stated noise level
- Conduct: the show's code of conduct applies to exhibitor staff
Subletting, Liability and Indemnity
Subletting is when an exhibitor shares or resells part of its booth to another company. Most shows prohibit it without written approval, because it lets a company exhibit without paying, without insurance and without accepting the agreement. Some shows allow approved co-exhibitors, such as a distributor sharing with a manufacturer, for an added fee.
- Subletting: no subletting, sharing or assigning the booth without the organizer's written approval
- Co-exhibitors: approved co-exhibitors pay [FEE], appear in the directory and follow this agreement
- Products: only the exhibitor's own products and services, or those of approved co-exhibitors, are shown
- Exhibitor property: the exhibitor is responsible for its own staff, displays, products and equipment, and insures them
- Damage: the exhibitor pays for damage it causes to the venue, the floor or other exhibitors' property
- Indemnity: each side covers losses caused by its own negligence or breach, in wording counsel approves
- Limitation of liability: often capped, for example at the booth fee paid, with exceptions as counsel advises
- Security: the organizer may provide hall security but is not responsible for theft from booths unless the agreement says otherwise
Liability and indemnity wording is the part counsel will change the most, and the part that depends most on your venue contract and your jurisdiction. Treat the list above as a checklist for that conversation, not as clause text.
Force Majeure, Move-In and Move-Out
Force majeure covers events outside either side's control, such as severe weather, natural disasters, government orders, venue closure or public health restrictions. The clause should say what happens to booth fees if the show is postponed, moved online or cancelled, and it should line up with the force majeure clause in your venue contract. If the venue can cancel for a reason your exhibitor agreement doesn't mention, you could owe refunds the venue won't cover.
- Postponement: the agreement carries over to the new dates, with the option to cancel under [TERMS] if the exhibitor can't attend
- Cancellation: [REFUND, CREDIT OR PARTIAL REFUND] of booth fees paid, less costs the organizer has already incurred if the agreement allows
- Format change: what exhibitors receive if the show moves online or shrinks
- No liability for indirect losses, such as travel, freight or lost sales, unless counsel advises otherwise
Installation and dismantle (I&D) rules decide how the hall gets built and cleared on time. Set the move-in window, the time booths must be complete, the time move-out starts and the time the hall must be clear. Labor rules depend on the venue and city: some halls require certain work to be done by the general contractor or by union labor, so take those rules from the venue and contractor rather than writing your own.
- Move-in: dates, time windows and whether exhibitors are given a target time by booth or size
- Complete by: the time each booth must be finished and staffed, and the organizer's right to set up or reassign an empty booth
- Show hours: booths stay staffed and open for all exhibit hours
- Early dismantle: no packing before the hall closes, with the consequence, such as a fee or loss of priority
- Move-out: the time the booth must be cleared, and what happens to materials left behind
- Freight: shipments go through the official contractor's process in the exhibitor manual
Exhibitor Agreement Template
EXHIBITOR AGREEMENT This agreement is between [ORGANIZER LEGAL NAME], [ADDRESS] (the Organizer) and [EXHIBITOR LEGAL NAME], [ADDRESS] (the Exhibitor), dated [DATE]. 1. Show Show: [SHOW NAME] Venue: [VENUE AND CITY] Show dates and exhibit hours: [DATES AND HOURS] Move-in: [DATES AND TIMES] Move-out: [DATES AND TIMES] 2. Booth Booth number: [NUMBER / TO BE ASSIGNED] Size and type: [e.g. 10x10 ft inline / corner / island] Included: [e.g. back and side drape, ID sign, NUMBER exhibitor badges, directory listing] Not included: [e.g. carpet, furniture, electrical, internet, material handling] 3. Assignment and relocation The booth is confirmed on [PAYMENT OF THE DEPOSIT / THE ORGANIZER'S APPROVAL]. The Organizer may move or change the shape of the booth when the floor plan, the venue, the fire marshal or safety requires it, and will offer a comparable space where one is available. If no comparable space is available, the Exhibitor may [CANCEL FOR A FULL REFUND / ACCEPT A PARTIAL REFUND OF AMOUNT]. The Organizer does not promise the location of any other exhibitor. 4. Fees and payment Booth fee: [AMOUNT AND CURRENCY] [plus applicable taxes] Deposit: [AMOUNT OR PERCENT], due on booking Balance: [AMOUNT], due by [DATE] If the balance is not paid by [DATE], the Organizer may release the booth after written notice, and the deposit is [RETAINED / REFUNDED UNDER SECTION 5]. [LATE FEE OR INTEREST, IF ANY] 5. Cancellation and downsizing by the Exhibitor The Exhibitor may cancel or reduce its booth by written notice to [NAME AND EMAIL]. - Before [DATE]: booth fees paid are refunded, minus [AMOUNT OR PERCENT] - [DATE] to [DATE]: [PERCENT] of the booth fee is refunded - After [DATE], or if the Exhibitor does not attend: no refund, and any unpaid balance remains due A reduction in booth size is treated as a cancellation of the space given up. 6. Insurance The Exhibitor will carry general liability insurance of at least [AMOUNT] per occurrence [and AMOUNT aggregate], naming [ORGANIZER] [and VENUE] as additional insured, and will provide a certificate of insurance by [DATE]. [OTHER COVERAGE, e.g. workers' compensation, auto, product liability]. The Exhibitor is responsible for insuring its own property. 7. Exhibitor manual and rules The exhibitor manual at [LINK] and the venue's rules form part of this agreement. The Exhibitor will follow them, including the deadlines, booth construction and height rules, fire safety rules and contractor requirements. The Organizer may update the manual for safety, venue or operational reasons and will notify the Exhibitor of material changes. 8. Subletting and co-exhibitors The Exhibitor may not sublet, share or assign the booth, or display products of another company, without the Organizer's written approval. Approved co-exhibitors [pay FEE and] must follow this agreement. 9. Move-in and move-out The booth must be set up and staffed by [TIME AND DATE]. If it is not, the Organizer may [REASSIGN THE BOOTH / SET UP OR DRAPE IT AT THE EXHIBITOR'S COST] without refund. The Exhibitor will not dismantle any part of the booth before [TIME AND DATE]. [CONSEQUENCE OF EARLY DISMANTLE.] The booth must be cleared by [TIME AND DATE]. Materials left after that time may be removed at the Exhibitor's cost. 10. Liability and indemnity The Exhibitor is responsible for its staff, contractors, displays, products and equipment, and for damage it causes to the venue or to others' property. [INDEMNITY AND LIMITATION OF LIABILITY AS ADVISED BY COUNSEL] 11. Force majeure Neither party is liable for failing to perform because of events beyond its reasonable control, including [SEVERE WEATHER, NATURAL DISASTER, GOVERNMENT ORDERS, VENUE CLOSURE, PUBLIC HEALTH RESTRICTIONS]. If the Show is postponed, this agreement applies to the new dates, and the Exhibitor may cancel under [TERMS]. If the Show cannot take place, [REFUND / CREDIT / OTHER TERMS]. 12. Cancellation of the Show by the Organizer If the Organizer cancels the Show for reasons other than those in section 11, the Exhibitor may choose a full refund of booth fees paid or a credit toward [FUTURE SHOW]. The Organizer is not responsible for the Exhibitor's other costs, such as travel or freight. 13. Conduct and removal The Exhibitor's staff will follow the Show's code of conduct at [LINK]. The Organizer may close the booth and remove the Exhibitor without refund for a serious or repeated breach of this agreement, the exhibitor manual or the code of conduct. 14. Use of name and images The Organizer may list the Exhibitor's name, logo and booth number in show materials and photograph the show floor, including the booth, for promotion. [OPT-OUT TERMS, IF ANY] 15. General [GOVERNING LAW, ENTIRE AGREEMENT, NOTICES AND OTHER CLAUSES AS ADVISED BY COUNSEL] Signed for the Organizer: ____________________ Name: [NAME] Title: [TITLE] Date: [DATE] Signed for the Exhibitor: ____________________ Name: [NAME] Title: [TITLE] Date: [DATE]
Getting Every Exhibitor to Accept the Terms
- 1
Publish the Terms Before Sales Open
Link the full terms from the prospectus and the booking page, so exhibitors see the cancellation schedule and insurance requirement before they choose a booth.
- 2
Ask for Acceptance at Checkout
Exhibitors read most carefully when they are paying. Ask them to read and accept the terms in the same step as the booking, rather than chasing signatures afterwards.
- 3
Collect Signed Copies Where Counsel Requires Them
If your counsel wants a countersigned copy for large or custom deals, collect it as a document with a deadline, and keep the standard terms for everyone else.
- 4
Track Documents Before Move-In
Request the certificate of insurance and contractor details once the booth is confirmed, with deadlines before move-in, and remind exhibitors who are behind.
Our exhibitor checklist shows the deadlines from the exhibitor's side, and the exhibitor email templates include reminders for missing documents and balances.
