· Term. Unless otherwise stated the initial period of services is for 12 months and service agreement would automatically renew for additional 12 month period indefinitely unless canceled by either party in writing with at least thirty (30) day notice. Client may terminate the Agreement on 30-days written notice, during the initial or a renewed term, providing substantiation of 219’s failure to provide the services set forth in this agreement. However, in no event shall termination of this Agreement by 219 relieve it of the obligation to remit payment to 219 for services provided by 219 prior to such termination. The obligation to remit payment shall survive termination of this Agreement and be enforceable so long as client continues benefiting directly from the services rendered by 219.
· Indemnification. 219 is acting solely as a marking agent and client hereby agrees to indemnify and hold 219 harmless against any and all claims, demands, lawsuits, investigations, penalties, costs, and causes of action of what so ever kind in nature, regarding the products and the claims, whether implied or direct, used in its advertisements, promotional material, sales and distribution efforts. Client warrants that is has the absolute right and title to market to sell the products under the established trade names and its marketing and selling of the products violates no state or federal law or regulation nor infringes upon any other party’s property rights. Client further warrants that is has the absolute right of use to any content, graphics, photography, images, video, or other materials provided to 219 for use in any advertising.
· Jurisdiction. The Agreement shall be deemed to be a contract made under the laws of North Carolina and for all purposes shall be interpreted in its entirety in accordance with the laws of the state. Any litigation connected herewith shall be instituted or conducted shall be initiated in the opposing state of North Carolina based on the party that imitated the litigation. The parties hereby consent to service of process and their agents appointed herein for such purposes and agree not to contest the jurisdiction and choice of law agreed upon in the clause for any reason.
· Agreement Not Contrary to Law. To the best knowledge and belief of the Parties, the Agreement contains no provisions that is contrary to any federal, state or local law, ruling or regulation, provided, however, that if any provision of this Agreement, or any part hereof, shall at any time be determined to be invalid or unenforceable in whole or in part, under any applicable federal, state or local law, ruling or regulation by a court of competent jurisdiction, or by an administrative agency of the federal, state or local government, or by an arbitrator with proper jurisdiction, then such provision or portion thereof, as appropriate, shall remain in effect only to the extent permitted, and the remaining provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
· Disputes. In the event of any dispute regarding enforcement or performance of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
· Separate Entities. The Parties are independent entities. As to either Party, the Agreement does not create, nor shall be construed to create, an employer-employee, agency, partnership, or other similar representational relationship. No officer, employee, agent, servant, or independent contractor of either Party shall be deemed at any time to be an employee, servant, or agent of the other Party for any purpose whatsoever, and the parties shall use best efforts to prevent any misrepresentation of their relationship.
· Waiver. The waiver of any breach of the Agreement by either Party shall in no event constitute a waiver as to any future breach, whether similar or dissimilar in nature.
· Termination. In addition to each Party’s other rights set forth herein, as well as at law and in equity, either Party may terminate the Agreement in the other party has materially breached this Agreement and fails to cure such material breach within thirty (30) days after notice of such material breach is sent by the non-breaching Party.
· Representation and Warranties. Each Party represents and warrants to the other, as to itself, that:
it has full and unrestricted right, power and authority to enter into this Agreement and has all necessary rights and authority to grant the rights and privileges granted by it herein, and that this Agreement constitutes a valid and binding agreement enforceable against it in accordance with the terms hereof;
the individual executing the Agreement on its behalf has been duly authorized, empowered and instructed to do so; and
neither this Agreement, not the performance of any duty or obligation set forth herein, violates, interferes with, or shall constitute a breach of or default in any agreement, contract, judgment, decree, covenant, or understanding by which it is bound or is a party.
· Entire Agreement. The Agreement contains the entire understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, expressed or implied, whether oral or written. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.
· Ownership of Work. Copyright to the finished assembled work of website and/or graphic design projects produced by the Agent shall be vested with the Client upon final payment for the project. This ownership is to include: design, photos, graphics, source code, work-up file, text and any program(s) specifically designed or purchased on behalf of the Client for completion of this project. Rights to photos, graphics, and computer programs are specifically not transferred to the Client; and remain property of their respective owners. Agent retains the right to display all designs as examples of their work in their respective portfolios.
· Confidentiality. Except for disclosures (i) in accordance with the mutual agreement of the Parites; (ii) where a Party to this Agreement is ordered by a court or governmental or quasi-governmental agency of competent jurisdiction to the contrary, or as otherwise may be required by, or appropriate under, any law, regulation, rule or order; (iii) to financial institutions or other persons providing a credit facility to a Party hereunder, (iv) to potential sub-licenses or permitted assigns of the Parties; or (v) to enforce the performance of its obligations hereunder, the Parties agree that this Agreement is confidential and that no Party shall promulgate, publish, or otherwise divulge or disseminate the terms, provisions or substance of the Agreement to any person or entity other than the partners, officers, directors, members, attorneys, insurance agents, employees having a need to know, and accountants of the Parties hereto.