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Consulting or during which SBrand Consulting was obligated to provide the Services. For purposes of this
<br />Section, the term "insolvent" shall mean having liabilities in excess of assets, or the failure to pay regular
<br />obligations in a timely manner.
<br />6. Periodic Reports. SBrand Consulting shall provide periodic reports to Client, but not less
<br />frequently than monthly detailing the progress of the Services, and/or any material developments pertaining
<br />to the Services.
<br />7. Publicity Rights. Client grants SBrand Consulting the right to use, broadcast, advertise
<br />or otherwise make public certain information about Client in furtherance of the Services. Specifically, Client
<br />authorizes SBrand Consulting to publicize Client's name, logo, trade names, contact information, Creations
<br />(as defined below) and any and all other information related to the Services. Furthermore, SBrand
<br />Consulting is hereby authorized to display the name and logo of client as well as a brief description of the
<br />Services provided to Client by SBrand Consulting on the website and print materials of SBrand Consulting
<br />for SBrand Consulting's own advertising purposes.
<br />8. Approval of Creations. In providing the Services, SBrand Consulting may create certain
<br />documents, notes, designs, or other visual, audio, or written products, including but not limited to:
<br />advertisements, announcements, press releases, social media posts and messages, brochures, flyers,
<br />training materials, e-mail notices (the "Creations"). No Creation shall be advertised, displayed, or
<br />otherwise made public until such Creation has been viewed, reviewed, and approved by Client in writing.
<br />For purposes of this Section, approval of a Creation by Client via e-mail shall be sufficient to authorize
<br />SBrand Consulting to use such Creation to provide the Services.
<br />9. Ownership of Creations. Client shall have and retain full ownership of the Creations
<br />including any trademark, copyright or other intellectual property rights associated therewith. As the sole
<br />owner of the Creations, Client grants an exclusive license to SBrand Consulting to use the Creations as
<br />set forth in this Agreement, which license extends worldwide for a period of five (5) years.
<br />10. Representation Regarding Intellectual Property. Client hereby represents that it has
<br />good title, or the absolute legal right to use, any and all information and intellectual property (including, but
<br />not limited to, trademarks, trade names, trade secrets, trade dress, copyrights, and patents) that it provides
<br />to SBrand Consulting for purpose of performing the Services or creating any Creations.
<br />11. General Provisions.
<br />Indemnification. To the fullest extent permitted by laws and regulations, the Contractor shall indemnify and
<br />hold harmless the Owner and its officials, agents, and employees from and against all claims, damages,
<br />losses, and expenses, direct, indirect, or consequential (including but not limited to fees and charges of
<br />engineers, attorneys, and other professionals and costs related to court action or arbitration) arising out of
<br />or resulting from the performance of the Contract or the actions of the Contractor or its officials, employees,
<br />or contractors under this Contract or under the contracts entered into by the contractor in connection with
<br />the work to be performed.
<br />Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance
<br />with the laws of the state of North Carolina. Each Party irrevocably consents to the exclusive jurisdiction
<br />of the state courts of North Carolina in connection with any action arising under this Agreement. In the
<br />event either party must commence a legal action in order to enforce any rights under this contract, venue
<br />for any and all disputes shall be in Lee County, North Carolina.
<br />Construction and Severability. Each Party acknowledges that the provisions of the Agreement were
<br />negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and
<br />unknown) associated with the transactions contemplated hereunder. Further, all provisions are inserted
<br />conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the
<br />law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable
<br />by a court with jurisdiction over the Parties to the Agreement, (i) such provision will be restated to reflect as
<br />nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the
<br />remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.
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