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17 <br /> clean ............................................................................................................. <br /> the Agency against any loss the Agency may incur as the result of any claims, suits, or <br /> proceedings made or brought against the Agency based upon any advertising or publicly <br /> that the Agency prepared for the Client and that the Client approved before its <br /> publication or broadcast. <br /> The Client will also indemnify the Agency to the extent allowed by applicable law against <br /> any loss the Agency may sustain as a result of any claim, suit, or proceeding made or <br /> brought against the Agency based upon any advertising element (i.e., photographs, <br /> artwork, etc.) that is furnished by the Client and that allegedly violates the personal or <br /> property rights of any person or corporate entity if the Client approved in writing the <br /> use of said advertising element before its publication or broadcast. <br /> The Agency shall not be held liable for failure of media or suppliers to meet their <br /> obligations. <br /> The Agency shall not be liable for delay, or omission, or error, in any advertisement in <br /> the absence of willful fault or neglect. <br /> Nothing in this agreement shall be deemed to require the Agency to undertake any <br /> campaign or prepare any advertising or publicity that in the Agency's judgement is <br /> misleading, libelous, unlawful, indecent, or otherwise prejudicial to the Agency or the <br /> Client's interest. <br /> 9. Term and Termination <br /> This Agency of Record contract shall begin July 1, 2019 and be eligible to continue for three <br /> years until terminated by either party giving ninety (90) days' advance notice in writing. The <br /> contract may also be terminated sooner, providing that all invoices for completed work <br /> and/or work in progress at the time of termination are paid in full. In the event of <br /> termination, the Client will be responsible for expenses and charges approved prior to <br /> termination, including media ordered and production ordered. <br /> 10. Assignment <br /> This Agreement is not assignable by the Agency without the express written permission of <br /> the Client. <br /> 11. Governing Law <br /> The Agreement shall be governed by and construed in accordance with the laws of the State <br /> of North Carolina, and the exclusive venue for any claim or dispute shall be the Courts <br /> located in Chapel Hill, Orange County, North Carolina. <br /> 12. E-Verify <br /> The Agency will ensure its compliance with Title IV, Subtitle A, of the Illegal Immigration <br /> Reform and Immigrant Responsibility Act of 1996, Pub. L. 104-208, 110 Stat. 3009. The <br /> Agency will provide all documentation that may be requested by the Client, including but <br />