Vendor Application

 Noel Night Vendor Agreement

This 2025 Noel Night Vendor Agreement (“Agreement”) is made effective as of the date executed below by and between the Trenton Downtown Development Authority (“Event Management”) and Vendor named below:

Vendor Name:___________________________   Vendor Company:______________________________

1.       Term. Vendor agrees to abide by all rules and regulations as outlined in the Agreement and any other rules and regulations the Event Management deem necessary and proper for production and conducting of the Noel Night (“Event”), and upon notice to the Vendor, all said rules and regulations shall become part of this Agreement and binding on the parties hereto. This Agreement shall begin on the date of execution and termination on the termination date delineated in this Agreement. 

2.       License. This Agreement constitutes as a license and not a lease. Event Management hereby grants Vendor the right to sell merchandise in accordance with the terms of this Agreement. Vendor’s rights under this license may not be sublet, sold or relinquish nor may Vendor allow others to utilize all or a portion of its assigned space. 

3.       Approval of Merchandise. Event Management reserves the right to approve all merchandise to be sold at the Event in advance. Vendor agrees to provide Event Management with a detailed list with pricing of all merchandise prior to the Event. Vendor agrees to only sell merchandise approved by Event Management. Event Management reserves the right to control the quality of items for sale and reserve the right to limit sales of similar types. 

4.       Space Allocation. Event Management shall allocate and assign a specific space to Vendor, in its sole discretion.  

5.       Booth, Exhibit and Signage. Vendor and its representatives must confine within Vendor’s booth or exhibit all activities relating to Vendor’s sale presentation. Any promotion must be limited to Vendor’s booth or exhibit unless given express permission from Event Management. No booth, exhibit and/or signage by Vendor shall be permitted that interferes with use or appearance of other vendors, impedes access to other vendors’ booth or exhibit, or impedes the free use aisles at the Event. 

6.       Equipment. Vendor has the sole responsibility to prepare their own equipment needed for their booth or exhibit, including but not limited to tents, tables, chairs, weights or extension cords. 

7.       Setup, Operation and Pack Down. Move-in times and load times shall be assigned by Event Management. Vendor agrees to comply with said schedule. Vendor’s booth or exhibit must be ready by 9:59 a.m. on Saturday, December 13th, 2025. Once Event officially opens at 10:00 a.m. on Saturday, December 13th, 2025, Vendor may not deliver to or remove of any portion of Vendor’s booth or exhibit without express permission from Event Management. Vendor’s booth or exhibit must remain intact and fully staffed until Event closes at 4:00 p.m. on Saturday, December 13th, 2025. Dismantle and load-out shall begin at 4:01 p.m. on Saturday, December 13th, 2025. All trash, papers and boxes must be placed in trash receptacles provided by Event Management or carried away by Vendor. A minimum charge of One Hundred Dollars ($100) shall be billed to Vendor if Event Management must clean Vendor’s space after the event.  

8.       Fees. Payment of the complete cost of the booth or exhibit requested by Vendor (“Fees”) is required with the submission of this Agreement, unless Event Management has agreed to other arrangements. All Fees are non-refundable except as specified in paragraph 18 below. 

9.       Insurance. Vendor must provide Event Management within five business days before the Event start date an original Certificate of Insurance evidencing Commercial General Liability Insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) annual aggregation. Event Management and the City of Trenton (“City) shall be added as additional insureds. The coverage shall contain no special limitations on the scope of protection afforded to Event Management, City, and its officials, employees and agents (“Operators”). No additional insurance is provided by Event Management.  

10.   Licenses and Permits. Vendor is responsible for the acquisition and costs for submitting and obtaining needed licenses and permits as applicable. Vendor agrees that its sale will comply with all laws, ordinances and regulations required by the City, Wayne County (“County”) and State of Michigan (“State”). All license and permits must be prominently displayed, if required by law. Original copies of all such licenses and permits shall be delivered to Event Management upon demand. 

11.   Sales and Use Tax. Vendor is responsible for all sales and use tax collection and remittance to the State authorities, as required by law. Vendor agrees to pay any and all penalties or interest imposed by applicable State authority relating to sale and use tax collection and remittance resulting from sale of Vendor’s merchandise at the Event. 

12.   Copyright. It is the sole responsibility of the Vendor to comply with all copyright restrictions relating to any merchandise for sale or relating to Vendor’s sale presentation in their booth or exhibit. 

13.   Public Safety. Vendor is charged with the knowledge of all laws, ordinances and regulations established by City, County and State authorities pertaining to public safety while participating in the Event. Compliance is mandatory and the sole responsibility of the Vendor. 

14.   American Disabilities Act. Vendor is charged with the sole responsibility of complying with the American Disabilities Act and making modifications to Vendor’s booth or exhibit for reasonable accommodations to service persons with disabilities. 

15.   Photography. Vendor agrees that any photographs of work submitted with Vendor’s 2025 Small Business Saturday Application or taken at the Event may be used by Event Management to publicize the Event. 

16.   Risk of Loss and Damage. Vendor assumes all risk of loss or damage to vendor’s merchandise, equipment, vehicles, fixtures and property from any cause. Event Management expressly disclaims any responsibility for theft, damage or loss of any Vendor’s merchandise, equipment, vehicles, fixtures and property before, during or after the Event. 

17.   Indemnity. Vendor agrees to indemnify, defend and hold harmless Event Management, City and Operators from and against all injuries, death, losses, expenses (including reasonable attorneys’ fees and cost of investigations), compensation, damages, claims, demands or causes of action of any kind, including damages arising from personal injury or death and damages to real or personal property, arising in connection with this Agreement or any breach thereof, or from any act or omission of Vendor, its employees or agents, whether or not such claim or liability is based on or alleged to be negligence of an indemnified party (excepting only such claims or liabilities as are ultimately determined by a court to be based on the sole negligence or willful misconduct of an indemnified party). Furthermore, Vendor agrees that the above indemnity shall extend all fines levied and/or penalties incurred as a result of Vendor not possessing and displaying current permits and licenses, as well as all penalties, interest, fines and damages cause by Vendor’s actions or lack of actions related to sales and use tax collection and remittance. 

18.   Termination. This Agreement may be terminated by Event Management, in its sole discretion, upon written notice to Vendor. Except as otherwise set forth herein, if this Agreement is terminated by Event Management, Fees made by Vendor to Event Management will be refunded. If Event Management terminates this Agreement because force majeure, such as war, strike, public catastrophe, change in law of government regulations, act of God, which prevents the Event from being held or requires it to be cancelled or terminated earlier as planned, Event Management shall refund to Vendor Fees made to Event Management for the Event. Vendor’s damages shall be limited to return of Fees it made to Event Management pursuant to this Agreement. Event Management shall not be responsible for any other incidental or consequential damages, loss of profit or punitive damages. 

19.   Default. The occurrence of any of the following shall constitute a default under this Agreement: 

A.     The sale by Vendor of any merchandise not approved by Event Management as required under paragraph 3 hereof;

B.      The failure by Vendor to make a required payment of Fees under the Agreement when due as stated under paragraph 8 hereof;

C.      The violation of any provision or requirement under the Agreement that is not corrected within two hours after verbal or written notice of the violation given;

D.     The insolvency of bankruptcy of the Vendor;

E.      The subjection of any of the Vendor’s property to any levy, seizure, assignment, application or sale for or by any creditor or government agency. 

20.   Right to Default. If the vendor is in default under this Agreement, without notice to or demand on the Vendor except as set forth in subparagraph C above, Event Management may terminate this Agreement. 

21.   Notices. All notices under this Agreement shall be deemed delivered when delivered in person; by mail, postage prepaid, addresses to the appropriate party at the address provided to Event Management by Vendor; or by emailing the email address provided to Event Management by Vendor. 

22.   Disputes. Any disputes arising under this Agreement shall be decided in accordance with the laws of the State.

23.   Entire Agreement and Modifications. This Agreement constitutes the entire Agreement between the parties. No modifications or amendments to this Agreement shall be effective unless in writing and signed by both parties. 

24.   Severability. If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. 

25.   Waiver. The failure of either party to enforce any provision of this Agreement shall be construed as a waiver or limitation to that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 

I understand and shall abide by this Agreement:

Downtown Development Authority (“Event Management”) by its authorized representative:

____________________________________   ________________________________   ______________

Printed Name                                                      Signature                                                   Date

Vendor by its authorized representative:

____________________________________   _________________________________  _____________

Printed Name                                                     Signature                                                     Date

 Noel Night Vendor Agreement

This 2025 Noel Night Vendor Agreement (“Agreement”) is made effective as of the date executed below by and between the Trenton Downtown Development Authority (“Event Management”) and Vendor named below:

Vendor Name:___________________________   Vendor Company:______________________________

1.       Term. Vendor agrees to abide by all rules and regulations as outlined in the Agreement and any other rules and regulations the Event Management deem necessary and proper for production and conducting of the Noel Night (“Event”), and upon notice to the Vendor, all said rules and regulations shall become part of this Agreement and binding on the parties hereto. This Agreement shall begin on the date of execution and termination on the termination date delineated in this Agreement. 

2.       License. This Agreement constitutes as a license and not a lease. Event Management hereby grants Vendor the right to sell merchandise in accordance with the terms of this Agreement. Vendor’s rights under this license may not be sublet, sold or relinquish nor may Vendor allow others to utilize all or a portion of its assigned space. 

3.       Approval of Merchandise. Event Management reserves the right to approve all merchandise to be sold at the Event in advance. Vendor agrees to provide Event Management with a detailed list with pricing of all merchandise prior to the Event. Vendor agrees to only sell merchandise approved by Event Management. Event Management reserves the right to control the quality of items for sale and reserve the right to limit sales of similar types. 

4.       Space Allocation. Event Management shall allocate and assign a specific space to Vendor, in its sole discretion.  

5.       Booth, Exhibit and Signage. Vendor and its representatives must confine within Vendor’s booth or exhibit all activities relating to Vendor’s sale presentation. Any promotion must be limited to Vendor’s booth or exhibit unless given express permission from Event Management. No booth, exhibit and/or signage by Vendor shall be permitted that interferes with use or appearance of other vendors, impedes access to other vendors’ booth or exhibit, or impedes the free use aisles at the Event. 

6.       Equipment. Vendor has the sole responsibility to prepare their own equipment needed for their booth or exhibit, including but not limited to tents, tables, chairs, weights or extension cords. 

7.       Setup, Operation and Pack Down. Move-in times and load times shall be assigned by Event Management. Vendor agrees to comply with said schedule. Vendor’s booth or exhibit must be ready by 9:59 a.m. on Saturday, December 13th, 2025. Once Event officially opens at 10:00 a.m. on Saturday, December 13th, 2025, Vendor may not deliver to or remove of any portion of Vendor’s booth or exhibit without express permission from Event Management. Vendor’s booth or exhibit must remain intact and fully staffed until Event closes at 4:00 p.m. on Saturday, December 13th, 2025. Dismantle and load-out shall begin at 4:01 p.m. on Saturday, December 13th, 2025. All trash, papers and boxes must be placed in trash receptacles provided by Event Management or carried away by Vendor. A minimum charge of One Hundred Dollars ($100) shall be billed to Vendor if Event Management must clean Vendor’s space after the event.  

8.       Fees. Payment of the complete cost of the booth or exhibit requested by Vendor (“Fees”) is required with the submission of this Agreement, unless Event Management has agreed to other arrangements. All Fees are non-refundable except as specified in paragraph 18 below. 

9.       Insurance. Vendor must provide Event Management within five business days before the Event start date an original Certificate of Insurance evidencing Commercial General Liability Insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) annual aggregation. Event Management and the City of Trenton (“City) shall be added as additional insureds. The coverage shall contain no special limitations on the scope of protection afforded to Event Management, City, and its officials, employees and agents (“Operators”). No additional insurance is provided by Event Management.  

10.   Licenses and Permits. Vendor is responsible for the acquisition and costs for submitting and obtaining needed licenses and permits as applicable. Vendor agrees that its sale will comply with all laws, ordinances and regulations required by the City, Wayne County (“County”) and State of Michigan (“State”). All license and permits must be prominently displayed, if required by law. Original copies of all such licenses and permits shall be delivered to Event Management upon demand. 

11.   Sales and Use Tax. Vendor is responsible for all sales and use tax collection and remittance to the State authorities, as required by law. Vendor agrees to pay any and all penalties or interest imposed by applicable State authority relating to sale and use tax collection and remittance resulting from sale of Vendor’s merchandise at the Event. 

12.   Copyright. It is the sole responsibility of the Vendor to comply with all copyright restrictions relating to any merchandise for sale or relating to Vendor’s sale presentation in their booth or exhibit. 

13.   Public Safety. Vendor is charged with the knowledge of all laws, ordinances and regulations established by City, County and State authorities pertaining to public safety while participating in the Event. Compliance is mandatory and the sole responsibility of the Vendor. 

14.   American Disabilities Act. Vendor is charged with the sole responsibility of complying with the American Disabilities Act and making modifications to Vendor’s booth or exhibit for reasonable accommodations to service persons with disabilities. 

15.   Photography. Vendor agrees that any photographs of work submitted with Vendor’s 2025 Small Business Saturday Application or taken at the Event may be used by Event Management to publicize the Event. 

16.   Risk of Loss and Damage. Vendor assumes all risk of loss or damage to vendor’s merchandise, equipment, vehicles, fixtures and property from any cause. Event Management expressly disclaims any responsibility for theft, damage or loss of any Vendor’s merchandise, equipment, vehicles, fixtures and property before, during or after the Event. 

17.   Indemnity. Vendor agrees to indemnify, defend and hold harmless Event Management, City and Operators from and against all injuries, death, losses, expenses (including reasonable attorneys’ fees and cost of investigations), compensation, damages, claims, demands or causes of action of any kind, including damages arising from personal injury or death and damages to real or personal property, arising in connection with this Agreement or any breach thereof, or from any act or omission of Vendor, its employees or agents, whether or not such claim or liability is based on or alleged to be negligence of an indemnified party (excepting only such claims or liabilities as are ultimately determined by a court to be based on the sole negligence or willful misconduct of an indemnified party). Furthermore, Vendor agrees that the above indemnity shall extend all fines levied and/or penalties incurred as a result of Vendor not possessing and displaying current permits and licenses, as well as all penalties, interest, fines and damages cause by Vendor’s actions or lack of actions related to sales and use tax collection and remittance. 

18.   Termination. This Agreement may be terminated by Event Management, in its sole discretion, upon written notice to Vendor. Except as otherwise set forth herein, if this Agreement is terminated by Event Management, Fees made by Vendor to Event Management will be refunded. If Event Management terminates this Agreement because force majeure, such as war, strike, public catastrophe, change in law of government regulations, act of God, which prevents the Event from being held or requires it to be cancelled or terminated earlier as planned, Event Management shall refund to Vendor Fees made to Event Management for the Event. Vendor’s damages shall be limited to return of Fees it made to Event Management pursuant to this Agreement. Event Management shall not be responsible for any other incidental or consequential damages, loss of profit or punitive damages. 

19.   Default. The occurrence of any of the following shall constitute a default under this Agreement: 

A.     The sale by Vendor of any merchandise not approved by Event Management as required under paragraph 3 hereof;

B.      The failure by Vendor to make a required payment of Fees under the Agreement when due as stated under paragraph 8 hereof;

C.      The violation of any provision or requirement under the Agreement that is not corrected within two hours after verbal or written notice of the violation given;

D.     The insolvency of bankruptcy of the Vendor;

E.      The subjection of any of the Vendor’s property to any levy, seizure, assignment, application or sale for or by any creditor or government agency. 

20.   Right to Default. If the vendor is in default under this Agreement, without notice to or demand on the Vendor except as set forth in subparagraph C above, Event Management may terminate this Agreement. 

21.   Notices. All notices under this Agreement shall be deemed delivered when delivered in person; by mail, postage prepaid, addresses to the appropriate party at the address provided to Event Management by Vendor; or by emailing the email address provided to Event Management by Vendor. 

22.   Disputes. Any disputes arising under this Agreement shall be decided in accordance with the laws of the State.

23.   Entire Agreement and Modifications. This Agreement constitutes the entire Agreement between the parties. No modifications or amendments to this Agreement shall be effective unless in writing and signed by both parties. 

24.   Severability. If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. 

25.   Waiver. The failure of either party to enforce any provision of this Agreement shall be construed as a waiver or limitation to that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 

I understand and shall abide by this Agreement:

Downtown Development Authority (“Event Management”) by its authorized representative:

____________________________________   ________________________________   ______________

Printed Name                                                      Signature                                                   Date

Vendor by its authorized representative:

____________________________________   _________________________________  _____________

Printed Name                                                     Signature                                                     Date