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a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com <br />The Client will own all rights to all versions of advertising projects that have been invoiced and paid for. This <br />includes camera-ready output, negative film, reels, and press plates, where applicable. Electronic files of Client <br />projects are also owned by the Client but will remain in the Agency’s custody for the contract period. <br />Confidentiality <br />The Agency shall maintain the confidentiality of all information designated by the Client as being secret or <br />confidential. <br />Liability <br />Indemnification: <br />•We agree to exercise our best judgement in the preparation and placement of all advertising and <br />publicity for the Client, with a view to avoiding claims, suits, or proceedings being made or instituted <br />against the Client or the Agency. It is mutually agreed, however, that to the extent allowed by <br />applicable law, the Client will indemnify the Agency against any loss the Agency may incur as the <br />result of any claims, suits, or proceedings made or brought against the Agency based upon any <br />advertising or publicly 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 any loss the <br />Agency may sustain as a result of any claim, suit, or proceeding made or brought against the Agency <br />based upon any advertising element (i.e., photographs, artwork, etc.) that is furnished by the Client <br />and that allegedly violates the personal or property rights of any person or corporate entity if the <br />Client approved in writing the 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 obligations. <br />•The Agency shall not be liable for delay, or omission, or error, in any advertisement in the absence of <br />willful fault or neglect. <br />•Nothing in this agreement shall be deemed to require the Agency to undertake any campaign or <br />prepare any advertising or publicity that in the Agency’s judgement is misleading, libelous, unlawful, <br />indecent, or otherwise prejudicial to the Agency or the Client’s interest. <br />Term and Termination <br />This Agency of Record contract shall begin July 1, 2022 and continue for the next fiscal year until <br />terminated by either party giving ninety (90) days’ advance notice in w riting. The contract may also be <br />terminated sooner, providing that all invoices for completed work and/or work in progress at the time of <br />termination are paid in full. In the event of termination, the Client will be responsible for expenses and <br />charges approved prior to termination, including media ordered and production ordered. <br />Assignment <br />This Agreement is not assignable by the Agency without the express written permission of the Client. <br />Governing Law <br />DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7D