Vendor Agreement
This Vendor Agreement is made effective as of August 14, 2022, by and between Knox Makers of 116 Childress St SW, Knoxville, Tennessee 37920, and WHEREAS, the Knox Makers is the Organizer and renter of Knox Makers located at 116 Childress St SW, Knoxville, Tennessee 37920 (herein after referred as the 'Facility'), where the Knox Makers Makers Market will be conducted; and WHEREAS, you the vendor, will be selling goods at that market.
NOW, THEREFORE, it is agreed that:

PURPOSE
Knox Makers agrees to provide Vendor space to conduct their business in Knox Makers, at Knox Makers Maker Market. Vendor’s use of Knox Makers's Facility is limited to the space selected by Knox Makers as identified prior to the event. In general, Vendor is guaranteed a minimum of 10'x10' square feet of space.
Vendor accepts the opportunity to participate as a vendor at the Facility for Knox Makers Maker Sale commencing on August 14, 2022 and ending on August 14, 2022.
In the case of inclement weather, this event will be rescheduled for August 28, 2022 for the same times indicated in this agreement.
Vendor hereby accepts the following listed conditions and limitations.

HOURS OF OPERATION
Knox Makers area shall remain open from 10:00am to 3:00pm the day the Event is in progress, unless Knox Makers notifies Vendor of other hours of operation.

INSTALLATION AND TEAR DOWN
Vendor shall set up the facilities for sale on August 14, 2022, between 8:00am and 9:45am.
Vendor shall remove his/her facilities for sale from the Facility no later than 5:00pm on August 14, 2022.

PAYMENT
Vendor is provided with outdoor space at the Facility in exchange for $35.00 to paid upon signing this agreement.
If Vendor is a member of the Knox Makers organization, the cost shall be $15.00.
Space locations will be assigned by Knox Makers and provided to Vendor in advance of the Event. Priority placement will not be given to any Vendors for money exchanged or for status of Knox Makers membership.
No percentage of sales will be required of the Vendor to be paid to Knox Makers.

APPEARANCE
Vendor is responsible for cleaning and maintaining the Space provided in an organized and neat manner. This responsibility includes Vendor's responsibility to remove bulk trash. Should Vendor fail to keep the Space in an orderly manner will result in additional removal fees.

EXTRA SERVICES
Knox Makers is not obliged to provide telephone, water, electrical and drain services to Vendor.

DISPLAYS AND SIGNS
All displays must be free standing. Nothing may attach to walls or columns of the building by any means at all. Signs must be free standing. Signs should not block other vendor's shops. Signs may not attach to the walls or columns of the building.

QUALITY PRODUCTS
Vendor shall ensure proper quality of the products sold. Vendor shall comply with all applicable laws as to vendor's sales.

INSURANCE
Vendor is solely responsible to obtain insurance coverage on property brought to the Facility. Vendor assumes full responsibility for items left in the Facility. Knox Makers accepts no liability for lost, stolen or damages property and is not required to carry additional insurance to cover Vendor’s property.

INDEMNIFICATION
Vendor agrees to indemnify and hold Knox Makers harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Knox Makers that result from the acts or omissions of Vendor and/or Vendor’s employees, agents, or representatives. Knox Makers shall be solely responsible for insuring all applicable laws are followed and complied with in selling and presenting Knox Makers's products and services at the Event.

DEFAULT
The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

REMEDIES
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement(including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

FORCE MAJEURE
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of nature, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

ARBITRATION
Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of
this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

SEVERABILITY
If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT
This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of Tennessee.

NOTICE
Any notice or communication required or permitted under this Agreement shall be sufficiently
given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

ASSIGNMENT
Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

SIGNATORY
This Agreement shall be signed by Vendor and shall be effective as of the date first written above.

Organizer: Knox Makers