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Compensation and Payment Terms <br /> 13 <br /> The Agency will pay a monthly fee as determined in Exhibit A,which will be reviewed after each contract year. <br /> Invoices are submitted at the beginning of each month and are due in net 30 days. <br /> In addition to the monthly fee,the Agency will separately bill the Client each month for that month's media <br /> placements.The media invoices will include a 15%commission.These invoices are due net 30 days so that <br /> media obligations are met as incurred. Interest at prevailing rates will be charged on accounts past due 30 <br /> days. <br /> Ownership, Custody,and Control of Property <br /> a:806 McCulloch Street,Suite 102, Raleigh,NC 27603 p:919.544.2193 w:cleaninc.com <br /> VERTISINO LEAN ;�a[110N <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 judgment 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 <br /> its 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, <br /> unlawful, indecent,or otherwise prejudicial to the Agency or the Client's interest. <br /> Term and Termination <br />