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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 /> 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 Street, Suite 102, Raleigh , NC 27603 p : 919 . 544. 2193 w: cleaninc . com <br /> CLEANDDDE R ONIMO <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 />