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Liability <br /> 15 <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 /> This Agency of Record contract shall begin July 1,2025 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 <br /> Client.Governing Law <br /> a:806 McCulloch ;D eStreet,Suite 102,Raleigh,NC 27603 p:919.544.2193 w:cleaninc.com <br /> IPTI LE N S 4INlN-0 <br /> The Agreement shall be governed by and construed in accordance with the laws of the State of North <br /> Carolina,and the exclusive venue for any claim or dispute shall be the Courts located in Chapel Hill, <br /> Orange County, North Carolina. <br /> E-Verify <br /> The Agency will ensure its compliance with Title IV,Subtitle A,of the Illegal Immigration Reform and <br /> Immigrant Responsibility Act of 1996, Pub. L. 104-208, 110 Stat.3009.The Agency will provide all <br /> documentation that may be requested by the Client, including but not limited to completion of Form 1-9 <br />