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DocuSign Envelope ID:74861659-8971-48E1-8D31-C296098593AF <br /> 13 <br /> a:806 McCulloch Street,Suite 102,Raleigh,NC 27603 p:919.544.2193 w:cleaninc.com <br /> LEAN ;� a SI-aN O <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 and <br /> that allegedly violates the personal or property rights of any person or corporate entity if the Client <br /> 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. •The <br /> Agency shall not be liable for delay, or omission,or error, in any advertisement in the absence of willful <br /> 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 1,2023 and continue for the next fiscal year until <br /> terminated by either party giving ninety(90)days'advance notice in writing.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 />