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VYWAY® MARKET 8 BRAND STRATEGY /PROFESSIONAL SERVICES AGREEMENT RIGHTS AND OWNERSHIP: Ownership of intellectual property rights for all strategic and creative development services performed by Vyway Market & Brand Strategy and its subcontractors will remain the property of Vyway Market & Brand Strategy until full payment of all fees and expenses is made. Once final payment for the completed projects has been received, the client shall own the final creative solution selected and delivered, including any copyright(s) or trademark(s), and including the right to further use of these final creative solutions(s) in the manner and for the purpose intended in the original commission(s). These rights of ownership and future use shall not include a requirement of any additional payment to Vyway unless specifically consented to by the client in writing. Vyway Market & Brand Strategy and/or its subcontractors retain the rights to any additional creative directions or ideas shown during the process but not chosen for implementation or final development. The client is responsible for respecting any usage or copyright limitations placed on any proprietary third-party materials incorporated into a project, including but not limited to illustrations or stock photography. SAMPLES AND PROMOTION: Vyway Market & Brand Strategy and its subcontractors request up to 25 copies of finished printed materials to be used as our samples. We also reserve the right to photograph, reproduce, or display for marketing and portfolio purposes any finished design materials. TERMINATION AND INDEMNIFICATION: Either party may terminate this Agreement without cause at any time upon 30 days written notice. Upon receiving such notice from the client, Vyway Market & Brand Strategy shall use its best efforts to discontinue the performance of services and stop incurring costs with respect to the work, including but not limited to any performance of the services by subcontractors which Vyway Market & Brand Strategy is supervising and/or over which it has control. In the event of termination by the client, Vyway Market & Brand Strategy shall be compensated for any and all services performed and reimbursed for any and all expenses incurred, prior to the effective date of such termination. A final invoice reflecting current fees for time, expenses, and materials owed will be submitted for immediate payment. All ownership of canceled creative solutions will remain the property of the agency and/or its subcontractors. Upon full payment of final invoice(s), the client will own all rights to any creative solutions selected for production or publication. Client agrees to indemnify, defend, and hold harmless Vyway Market & Brand Strategy and its subcontractors from any claims, lawsuits, or expenses related to final materials including claims against client-provided content that violates or infringes third-party rights. VYWAY® MARKET & BRAND STRATEGY Signature: Name: Title: Date: CITY OF RAMSEY / RAMSEY TOWN CENTER Signature: Name: Title: Date: ® 2008, 2009, 2070 Vyway®Market 8~ Brand Strategy 2