2025-414-E-Economic Dev-Clean-Marketing and communications management

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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 This Agency of Record contract shall begin July 1, 2025 and continue for the next fiscal year until terminated by either party giving ninety (90) days’ advance notice in writing. The contract may also be terminated sooner, providing that all invoices for completed work and/or work in progress at the time of termination are paid in full. In the event of termination, the Client will be responsible for expenses and charges approved prior to termination, including media ordered and production ordered. Assignment This Agreement is not assignable by the Agency without the express written permission of the Client. Governing Law a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com The Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, and the exclusive venue for any claim or dispute shall be the Courts located in Chapel Hill, Orange County, North Carolina. E-Verify The Agency will ensure its compliance with Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, Pub. L. 104-208, 110 Stat. 3009. The Agency will provide all documentation that may be requested by the Client, including but not limited to completion of Form I-9 Docusign Envelope ID: D7DE47FF-04A8-4ACD-A4D3-BFD9A3834007