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PRIME` <br />ADVERTISING & DESIGN <br />Term <br />The initial term of this agreement will be for three years publication of the City of Ramsey Resident Newsletter with <br />sales and production starting upon execution of this agreement. This agreement shall automatically renew for another <br />three (3) year term at the end of each three (3) term, unless either party provides notice to the other of its intent to <br />terminate this agreement. <br />Termination <br />Each party shall retain the right to terminate this agreement by giving 180 days written notice to the other party of such <br />termination. <br />Ownership/Copyright <br />The City shall own the copyright of the newsletter, provided that each party shall retain ownership rights, including <br />copyright, of their respective independent contributions to the newsletter. As owner of the copyright of the newsletter, <br />the City shall have the right to reproduce and distribute all or part of the newsletter 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 Newsletter 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 newsletter and the City's performance of this contract. Any disputes arising out of this agreement <br />shall be decided according to the laws of the State of Minnesota and venue in a Minnesota court of competent <br />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 />City/Organization Contractor <br />By By <br />Its <br />Printed Name <br />Date <br />PRIME ADVERTISING & DESIGN, INC. <br />President/CEO <br />Its <br />MarkJ. Murray <br />Printed Name <br />July 10, 2019 <br />Date <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 6 <br />