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PRIME <br />ADVERTISING 6 DESIGN <br />Ownership/Copyright <br />Prime shall own the copyright of the Guide, provided that each party shall retain ownership rights, including copyright, <br />of their respective independent contributions to the Guide. As owner of the copyright of the Guide, Prime shall have the <br />right to reproduce and distribute all or part of the Guide for any purpose. <br />Independent Contractor Indemnification <br />It is understood and agreed that Prime is an independent contractor and is not an employee of the City. As such, Prime <br />agrees to indemnify, save and hold harmless the City from any and all claims of every kind and nature which may arise <br />out of the advertising content of any Guide and Prime's performance of this contract. In turn, the City agrees to <br />indemnify, save and hold harmless Prime for any and all claims of every kind and nature which may arise from the article <br />content of any said Guide and the City's performance of this contract. Any disputes arising out of this agreement shall be <br />decided according to the laws of the State of Minnesota and venue in a Minnesota court of competent jurisdiction. <br />In witness whereof, the parties hereto have entered into this agreement as of the day and year first above written. <br />CITY OF RAMSEY <br />PRIME ADVERTISING & DESIGN, INC. <br />City/Organization Contractor <br />By <br />By <br />President/CEO <br />Its Its <br />Printed Name <br />Mark.. Murray <br />Printed Name <br />Date Date <br />i <br />Prime Advertising & Design, Inc. 16450 Wedgwood Road N, Suite 100, Maple Grove, MN 55311-3649 I Office 763.551.3700 I primeadvertising.com <br />Page 4 of 5 <br />