PARTNER AGREEMENT 2009

1. Terms: This Agreement is valid from the date signed through the and of the 2009 State Conference (hereafter called Conference and to include NYS SHRM and its respective Directors, Officers, agents, or representatives)

2. Door Prizes The Exhibitor/Partner is encouraged to provide a door prize for additional exposure. Door prizes must be reviewed and approved by the Conference in advance. Door prizes will be awarded at the Solution Center events on Monday evening and Tuesday morning.

3. Production Timelines: In order for the Conference to fulfill all promotional benefits for Partner and Advertiser, Partner/Advertiser agree to submit to the Conference those items based on the sponsorship level, and may include as applicable:

Ads for Conference Program: Ad must be provided to Conference no later than June 20, 2009. If ad is not received by this date, Conference reserves the right to develop ad for Sponsor and place the ad as agreed to.

Full Registrations: Exhibitor must provide Conference with name and full contact information of those individuals who assume conference Exhibitor/Sponsor registrations and as per the Sponsor's level. Sponsor must provide Conference with information no later than May 1, 2009.

Image Compression: At any time Conference reserves the right to compress electronic images provided if they are larger than 50 KB and to resize them.

Use of Sponsor's Logo on Pre-Conference Mailing and Advertising; Submission of Logo: Conference reserves the right to determine the logo, use and placement and at its sole discretion. Sponsors/Exhibitors must submit their logo in electronic format only, 300 dpi in jpg (JPEG) format only. Logo must be submitted before production dates.

Logo on Conference Items: Sponsor may allow Conference to determine logo. If not, logo must be provided to Conference in jpeg format no later than April 15, 2009. It logo is not received by this date, Conference reserves the right to determine logo and use logo at its sole discretion. Conference reserves the right to use and place the logo and at its sole discretion.

Registration Bag Insert: Insert must be provided to Conference no later than May 1, 2009. Sponsor will provide copies of insert in quantities determined by Conference. If the insert is not provided by this date the Sponsor forfeits this promotional benefit.

Logo on Conference Home Page: Conference reserves the right to determine the logo, and use and place logo on home page and its sole discretion.

4. Release Waiver In conjunction with Exhibitor/Sponsor Trademark/logo/tag line and graphic images, exhibitor agrees to provide Conference a "release waiver" (email or written confirmation affirming the release pursuant to this agreement is acceptable) no later than 10 days following the date of this signed agreement, permitting Conference the right to use Exhibitor/Sponsor trademark/logo/tagline and graphics on all of Exhibitor/Sponsor promotional benefits, e.g.: on conference promotion web pages; on all Exhibitor/Sponsor benefit items Conference detailed in the Agreement (e.g., Premier, Four Star, Three Star, booth only etc.), on any Conference Exhibit Hall promotional banner and signage, et al.

5. Web Reference: Exhibitor/Sponsor may publish an Internet hyperlink from Sponsor's web site to the Conference web site, and maintain the hyperlink as an active, functional, and correct link to the Conference web site through the duration of the Conference, ending July 21, 2009.

6. Sponsor Trademark Usage Agreement: Sponsor agrees to allow Conference to use the Sponsors trademark/logo/tag line to perform and fulfill its Sponsor promotional services and benefits agreed to in the Conference Sponsorship Agreement

7. Mail Agreement & Payment: A purchase order or payment must accompany this application and agreement and be received by NYS SHRM, P. O. BOX 396, GUILDERLAND CENTER, NY 12085. For Sponsor, full payment must be received. SPONSORSHIPS ARE NON-REFUNDABLE.

8. Exhibitor's Representative: Each Exhibitor must have at least one person acting as its representative with authorization to enter into service contracts necessary for the installation and removal of exhibits and the provision for which each Exhibitor is responsible. All material placed within an Exhibitor's booth is the sole responsibility of the Exhibitor. The Exhibitor agrees not to sublet any of their assigned space as provided.

9. Method of Payment: Check (or purchase order) enclosed with this signed Agreement and made payable to NYS SHRM.

10. Non- Endorsement: The use of NYS SHRM's name or reference to the Conference does not constitute an endorsement by the Conference of the of the

Exhibitor/Sponsor or the exhibitor/Sponsor services, products or programs. Additionally, the Exhibitor/Sponsor is not permitted to represent in any

Manner that such services, products, or programs have been endorsed by the Conference.

11. Non-Exclusivity: Conference does not award exclusive sponsorships nor establish exclusive relationships with Exhibitor/Sponsor. Exhibitor/Sponsor shall not Imply that such a preferential relationship exists between Sponsor and Conference.

12, Limited Liability: In the event that circumstances beyond the control of the Conference interferes with, or prevents, Conference from fulfilling, in part, or all of, Exhibitor/Sponsor promotional benefits under this agreement, Exhibitor/Sponsor, by signing this agreement, holds Conference, as well as its Board of Directors, Officers, and members, harmless from all legal and financial liability to Exhibitor/Sponsor beyond the fee paid by Sponsor for this Sponsorship.

13. Force Majeure: Neither Conference or Exhibitor/Sponsor shall be deemed in default of this Agreement to the extent that performance of is obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond its control.

14. Rejection of Exhibitor/Sponsor: Conference reserves the right to reject a potential sponsor for any reason, at anytime. Rejection will result in Sponsor forfeiting all benefits and any return of fees.

15. Exhibit Standards: Conference retains the right to prohibit any exhibitor, or part of an exhibit, that it does not deem suitable for the exhibition, or in keeping in character with or purpose of this conference.

16. Liability and Insurance: Exhibitor/Sponsor agrees to protect, save or keep NYS SHRM, and its authorized agents and the Saratoga City Center forever harmless from any damages or charges imposed for a violation of any law or ordinance by the negligence of the Exhibitor/Sponsor, as well as strictly comply with the applicable terms and conditions contained in the agreement between the venue and NYS SHRM regarding the exhibition premises. Further. the Exhibitor/Sponsor shall at all times protect NYS SHRM and its agents and Board of Directors and Officers and affiliates against and from any loss, damage, liability or expense arising from the Exhibitor/Sponsor occupancy of exhibit space. The Exhibitor/Sponsor agrees to take great care in the protection of their property and releases NYS SHRM, its agents and affiliates, and the venue from any liability regarding damage or theft of property.

17. Safety: Fire regulations require that all display material used for decoration be flame proof. All electrical equipment including signage and lights shall be in good condition and be able to pass inspection by local fire authorities. Use of flammable materials necessary to the exhibit where no alternate can be used must first be brought to the attention of the Conference 2 months prior to the event and in writing.

18. Shipping: Exhibitor/Sponsor agrees to ship at their own risk and expense property to be exhibited or otherwise used at the Conference. All shipments must be coordinated, prepaid, and sent using Conference's official convention services organization.

19. Site Rules: Exhibitor/Sponsor agrees to all rules and regulations set forth by the venue site.

20. Miscellaneous: Exhibitor/Sponsor shall not foster or conduct outside activities that would take participants from the Conference functions and/or exhibition during scheduled hours.

21. Copyright Permission: Exhibitor/Sponsor represents and warrants that no work protected by copyright will be staged, produced or otherwise performed without the expressed written consent of the owner of the copyrighted material.

22. Changes: This Conference reserves the right to change conference dates, times, and schedules. The Conference reserves the right to make changes to the Exhibitor/Sponsor benefits with advance written notice to the Exhibitor/Sponsor.

23. Entire Agreement: This and all attachments hereto, constitute the entire Conference Sponsorship Agreement to which the Exhibitor/Sponsor agrees to adhere to.