OTHER-2024-074-Professional Services Agreement with Clean, Inc

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Docusign Envelope ID : 85BE164A-AEC5-4BD0-BE93 -9C8FDE09B4B1 The Agency will pay a monthly fee as determined in Exhibit A, which will be reviewed after each contract year . Invoices are submitted at the beginning of each month and are due in net 30 days . In addition to the monthly fee , the Agency will separately bill the Client each month for that month ' s media placements . The media invoices will include a 15 % commission . These invoices are due net 30 days so that media obligations are met as incurred . Interest at prevailing rates will be charged on accounts past due 30 days . Ownership, Custody, and Control of Property a : 806 McCulloch Street, Suite 102 , Raleigh , NC 27603 p : 919544 . 2193 w ; deaninc . com ADUERTI SING LEAN J a DESIGN The Client will own all rights to all versions of advertising projects that have been invoiced and paid for . This includes camera - ready output, negative film , reels, and press plates , where applicable . Electronic files of Client projects are also owned by the Client but will remain in the Agency' s custody for the contract period . Confidentiality The Agency shall maintain the confidentiality of all information designated by the Client as being secret or confidential . Liability Indemnification : • We agree to exercise our best judgment in the preparation and placement of all advertising and publicity for the Client, with a view to avoiding claims, suits, or proceedings being made or instituted against the Client or the Agency . It is mutually agreed , however, that to the extent allowed by applicable law, the Client will indemnify the Agency against any loss the Agency may incur as the result of any claims , suits, or proceedings made or brought against the Agency based upon any advertising or publicly that the Agency prepared for the Client and that the Client approved before its publication or broadcast . • The Client will also indemnify the Agency to the extent allowed by applicable law against any loss the Agency may sustain as a result of any claim, suit, or proceeding made or brought against the Agency based upon any advertising element ( i . e . , photographs , artwork, etc . ) that is furnished by the Client and that allegedly violates the personal or property rights of any person or corporate entity if the Client approved in writing the use of said advertising element before its publication or broadcast . • The Agency shall not be held liable for failure of media or suppliers to meet their obligations . ° The Agency shall not be liable for delay, or omission , or error, in any advertisement in the absence of willful fault or neglect . • Nothing in this agreement shall be deemed to require the Agency to undertake any campaign or prepare any advertising or publicity that in the Agency' s judgement is misleading, libelous, unlawful , indecent, or otherwise prejudicial to the Agency or the Client' s interest . Term and Termination