2012-090 Visitor's Bureau - Clean Design for Marketing Services

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ARTICLE V TERM AND TERMINATION 5.01 This Agreement shall be effective for a period of eighteen (18) months from the date first appearing above and automatically renews for additional 12 -month periods on each anniversary date. This Agreement may be amended, modified and extended by the mutual written consent of the Client and Agency. 5.02 During the initial or any renewal Term, both Client and Agency shall be entitled to terminate this agreement upon sixty (60) days prior written notice to the other. 5.03 Upon termination of this Agreement for any reason Client's files and property held by Agency shall be returned to Client provided Client has complied fully with Article IV herein. 5.04 Client may suspend or cancel any advertising space or time, mechanicals, sales promotions or merchandising job after preparation of same has begun by Agency, provided, however, that Client shall reimburse Agency for all completed stages of production and all cancellation charges which may be assessed Agency by the Media, such as short rate reflecting frequency discounts or printing preparation charges. Client shall also reimburse Agency for all labor charges expended in pursuit of authorized assignments not completed at the time of cancellation, including outside charges such as typesetting, photography, press time, etc. ARTICLE VI SPECIAL PROVISIONS 6.01 All written notices shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the other party at the address set forth in the preamble of this agreement, or at such other address as has been communicated to the other party in writing. 6.02 Client agrees to indemnify Agency from and hold it harmless against any and all losses, claims, damages, expenses or liabilities which Agency may incur based on any information and data concerning Client or its products /services, provided the advertising or promotional material involved in such losses, claims, damages, expenses or liabilities has been approved by Client for publication. 6.03 No provision or clause of this Agreement shall be deemed modified, altered, deleted, released or waived except by a writing signed by each of the parties hereto. 6.04 Governing Law. The nature, validity, and effect of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of North Carolina. 6.05 Entire Agreement. This Management Agreement constitutes the entire agreement between the parties hereto and no modification hereof shall be effective unless made by a supplemental agreement in writing executed by all of the parties hereto. IN WITNESS WHEREOF, the parties hereto have cause this instrument to be duly executed by their duly authorized officers where applicable and sealed as of the date first above written.