VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is entered into by and between Futurethink Hub Inc dba South Central Market™ (“Market”), located at 210 S Central Ave, Baltimore, Maryland, and the undersigned vendor (“Vendor”). This Agreement is effective as of the date last signed by the parties.

1. Market Operation

1.   The Market operates weekly at 210 S Central Ave, Baltimore, MD, or at an alternate location as communicated by Market administration.

2.   The Market will provide Vendor with a schedule of specific operation dates and times (“Event Schedule”).

3.   The Market reserves the right to modify the Event Schedule for any reason, including but not limited to inclement weather, public health concerns, or other unforeseen circumstances.

2. Vendor Participation

1.   Booth Assignment & Setup

      •   The Vendor will be assigned a vending location at the Market’s discretion.

      •   The Vendor is responsible for providing all items necessary for setup, excluding any provided tablecloth or cover if specified by the Market.

      •   The Vendor must set up their booth prior to the start of the Market and shall not remove the booth before the official closing time unless otherwise approved by the Market administration.

2.   Conduct

      •   Vendors and their assistants are expected to display professionalism, courtesy, and respect at all times when interacting with Market staff, guests, and other vendors.

      •   The Vendor agrees to comply promptly with any instructions or requests from Market officials.

      •   The Market reserves the right to remove any Vendor whose behavior is deemed disruptive, unsafe, or otherwise detrimental to the Market or its guests.

3.   Cleanliness & Waste Removal

      •   The Vendor is responsible for maintaining a clean and safe booth area.

      •   All trash, refuse, or waste materials must be removed by the Vendor at the end of the Market event.

      •   Failure to leave the assigned space in clean condition may result in additional fees or future denial of participation.

4.   Display of Goods

      •   NO ITEMS that are immoral, illegal, or dangerous are allowed. If the Market committee deems any item questionable, it must be removed immediately upon request.

      •   Non-compliance will result in the Vendor being asked to leave the Market, and the Vendor may be barred from future events.

3. Compliance with Laws and Regulations

1.   Maryland Law

      •   This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its conflict of laws principles.

      •   The Vendor agrees to abide by all state and local regulations, including, but not limited to, the Maryland Department of Health rules, Maryland fire codes, and any other local licensing requirements.

      •   The Vendor is responsible for securing and maintaining all required permits and licenses to conduct business in the State of Maryland and the City of Baltimore.

2.   Health & Safety

      •   If Vendor sells food or beverages, the Vendor must comply with all applicable health and safety regulations, including obtaining necessary food service permits, health inspections, and business licenses as required by Maryland law.

      •   The Vendor must adhere to any public health guidelines in effect at the time of the Market, including guidelines for food handling, social distancing, or sanitation procedures.

3.   Taxes

      •   The Vendor shall be responsible for collecting and remitting any applicable federal, state, or local taxes, including sales tax, in accordance with Maryland and Baltimore regulations.

4.   No Illegal Activities

      •   The Vendor shall not engage in any activities that are illegal under federal, state, or local law, or that otherwise compromise the Market’s legal compliance.

4. Insurance Requirement

1.   Mandatory Insurance for Food Vendors

      •   All food vendors must secure and maintain Commercial General Liability insurance coverage in an amount satisfactory to the Market (commonly $1 million per occurrence).

      •   The Vendor must provide a valid Certificate of Insurance listing “Futurethink Hub Inc dba South Central Market™” as an additional insured prior to the commencement of vending activities.

2.   Recommended Insurance for Non-Food Vendors

      •   Non-food vendors are strongly encouraged to carry general liability insurance.

      •   The Market may, at its discretion, require specific types or levels of insurance based on the nature of the Vendor’s products or services.

3.   Proof of Insurance

      •   Failure to provide valid proof of required insurance prior to the Event may result in the cancellation of the Vendor’s participation without refund of any fees paid.

5. Liability

1.   Market Not Liable

      •   The Vendor acknowledges and agrees that the Market is not liable for any accidents, injuries, losses, or damages arising from or related to the Vendor’s participation in the Market, including but not limited to the setup, breakdown, or operation of the Vendor’s booth.

2.   Vendor’s Responsibility for Property and Person

      •   The Vendor shall be solely responsible for any and all injuries to persons, including Vendor’s employees, agents, or volunteers, and for any damage to property arising out of or related to the Vendor’s activities at the Market.

3.   Product Liability

      •   The Vendor is solely responsible for any products offered and the effects such products may have on patrons.

      •   The Market is not responsible for any harm, loss, or damages resulting from using or consuming the Vendor’s products.

      •   The Vendor agrees to hold harmless and indemnify the Market against any claims, liabilities, losses, or damages arising from or related to the Vendor’s products.

6. Indemnification

1.   General Indemnification

      •   The Vendor shall defend, indemnify, and hold harmless Futurethink Hub Inc dba South Central Market™, its officers, directors, employees, volunteers, and agents, from and against any and all claims, damages, losses, suits, actions, decrees, judgments, attorney’s fees, costs, and expenses arising from or related to:

               1.   The Vendor’s participation in the Market;

               2.   Any breach of this Agreement by the Vendor;

               3.   Any negligence or willful misconduct by the Vendor, its employees, agents, or volunteers;

               4.   Any violation of applicable laws or regulations by the Vendor or its personnel.

2.   Brand Protection

      •   The Vendor agrees not to use the Futurethink Hub Inc dba South Central Market™ name, trademarks, or logos in any manner that would disparage or harm the reputation of the Market.

      •   Any unauthorized use of the Market’s trademarked name, logos, or other intellectual property is strictly prohibited.

      •   The Vendor agrees to indemnify the Market for any claims arising from unauthorized use or misuse of the Market’s brand or intellectual property.

7. Marketing and Media

1.   Right to Use Vendor’s Likeness

      •   The Vendor grants the Market the right to photograph, video, and/or record Vendor’s booth, products, representatives, and activities during the Market.

      •   The Market may use such media for promotional purposes, including on social media, websites, flyers, or other marketing materials, without further compensation to the Vendor.

2.   Promotional Materials

      •   The Market reserves the right to promote the Vendor and/or Vendor’s products before, during, and after the Market.

      •   The Vendor may refer to its participation in the Market in its own promotional materials; however, any use of the Market’s name or logo must be in accordance with Market guidelines and with prior written permission if beyond factual statements of participation.

8. Termination

1.   Termination by the Market

      •   The Market may terminate this Agreement immediately upon written or verbal notice if the Vendor violates any terms and conditions of this Agreement or any applicable laws or regulations, or if the Vendor’s conduct is deemed harmful to the Market, its guests, or other vendors.

      •   Under such circumstances, the Vendor will be required to leave immediately and will forfeit any fees already paid.

2.   Termination by the Vendor

      •   The Vendor may terminate this Agreement by providing the Market with written notice at least seven (7) days prior to the scheduled Market date.

      •   Any refund of fees (if applicable) will be subject to the Market’s stated refund policy, if one exists.

3.   Effect of Termination

      •   Upon termination, the Vendor must immediately cease all Market-related activities, remove all personal property, and vacate the Market premises in a timely and professional manner.

9. Force Majeure

•  The Market shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, war, terrorism, fire, flood, weather events, governmental restrictions, or other emergencies.

•  In such events, the Market reserves the right to reschedule, relocate, or cancel the Market without liability to the Vendor.

10. Independent Contractor Status

•  The relationship between the Market and the Vendor is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

•  The Vendor shall have no authority to contract for or bind the Market in any manner.

11. Additional Terms & Conditions

1.   No Assignment

      •   The Vendor may not assign or transfer this Agreement, nor sublet or share its assigned space, without the prior written consent of the Market.

2.   Severability

      •   If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

3.   Entire Agreement

      •   This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior agreements, understandings, or negotiations.

      •   Any amendment or modification must be in writing and signed by both parties.

4.   Waiver

      •   The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.

5.   Governing Law and Venue

      •   This Agreement, and any dispute arising under or related to this Agreement, shall be governed by the laws of the State of Maryland.

      •   The parties agree that any legal action shall be brought in the state or federal courts located in Baltimore, Maryland, and the parties consent to the jurisdiction of such courts.

12. Signatures

By signing below, each party acknowledges that it has read and understands the terms and conditions of this Agreement and agrees to be bound by them.

Vendor Name (Printed): ____________________________________

Vendor Signature: __________________________________________

Date: ______________________________________________________

Market Representative (Printed): _____________________________

Market Representative Signature: _____________________________

Date: ______________________________________________________

Futurethink Hub Inc dba South Central Market™ appreciates your cooperation in adhering to these policies to ensure a successful, safe, and enjoyable Market experience for all.