SUBMISSION AND INDEMNIFICATION AGREEMENT
You are submitting to Us Your written material(s):
This material(s), consisting of motion picture, television, or theatrical play script(s) (or portions thereof), ideas, logline(s), stories, formats, suggestions, synopses and the like (collectively, the "Material") is being submitted for analysis/coverage. Information on the Materials is detailed below. You hereby acknowledge and agree that it is in Your best interest to have the Material, (or portions thereof) and any comments or notes We may have thereto reviewed by Us and that such potential consideration and Our analysis are good and valuable consideration for You to enter into this Agreement. You recognize that We have adopted a policy of refusing to accept or consider for inclusion for coverage/analysis or otherwise review any Material unless the person submitting such Material and any other authors of the Material, have accepted this Agreement acknowledging that he or she understands the nature of the Service and the limitations on Our liability in connection with it.
In consideration of their respective covenants, warranties and representations, together with other good and valuable consideration, Company and Author hereby agree as follows:
1. You acknowledge that because of Our position in the entertainment industry We receive numerous unsolicited submissions of ideas, formats, stories, suggestions and the like and that many such submissions received by Us are similar to or identical to those developed by You or Your employees or otherwise available to You. You agree that You will not be entitled to any compensation because of the use by Us of any such similar or identical material.
2. You further understand that We would refuse to accept and evaluate said Material in the absence of Your acceptance of each and all of the provisions of this Agreement. You shall retain all rights to submit this or similar material to persons other than Us. You acknowledge that no fiduciary or confidential relationship now exists between You and Us, and You further acknowledge that no such relationships are established between You and Us by reason of this Agreement or by reason of Your submission to Us of said Material.
3. You request that We read and evaluate said Material with a view to deciding whether We will undertake to acquire it.
4. You represent and warrant that the Material is wholly original with You; that You are the author of said Material, having acquired said Material as the employer-for-hire of all writers thereof; that You are the present and sole owner of all right, title and interest in and to said Material; that You have the exclusive, unconditional right and authority to submit and/or convey said Material to Us upon the terms and conditions set forth herein; that no third party is entitled to any payment or other consideration as a condition of the exploitation of said Material.
5. You agree to indemnify Us from and against any and all claims, expenses, losses, or liabilities (including, without limitation, reasonable attorneys’ fees and punitive damages) that may be asserted against You or incurred by You at any time in connection with said Material, or any use thereof, including without limitation those arising from any breach of the warranties and promises given by You herein.
6. You acknowledge that We recommend that You copyright any of Your screenplay submission with the United States Copyright Office and/or register Your screenplay submission with the Writer’s Guild of America. You also acknowledge that it is Your responsibility to copyright or register the Material prior to submission and hereby release Us from any claims that arise from Your failure to do so.
6. We may use without any obligation or payment to You any of said Material which is not protectable as literary property under the laws of plagiarism, or which a third person would be free to use if the material had not been submitted to him or had not been the subject of any agreement with him, or which is in the public domain. Any of said Material which, in accordance with the preceding sentence, We are entitled to use without obligation to You is hereinafter referred to as "unprotected material." If all or any part of said Material does not fall in the category of unprotected material it is hereinafter referred to as "protected material."
7. We agree that if We use or cause to be used any protected material provided it has not been obtained from, or independently created by, another source, We will pay or cause to be paid to You an amount which is comparable to the compensation customarily paid for similar material.
8. You agree to give Us written notice by registered mail of any claim arising in connection with said Material or arising in connection with this Agreement, within thirty (30) calendar days after You acquire knowledge of such claim, or of Your breach or failure to perform the provisions of this Agreement, or if it be sooner, within thirty (30) calendar days after You acquire knowledge of facts sufficient to put Us on notice of any such claim, or breach or failure to perform; Your failure to so give Us written notice will be deemed an irrevocable waiver of any rights You might otherwise have with respect to such claim, breach or failure to perform. We shall have sixty (60) calendar days after receipt of said notice of attempt to cure any alleged breach or failure to perform prior to the time that You may file a Demand for Arbitration. You further agree that Your rights and remedies, if any, shall be limited to an action to recover compensatory money damages in an action at law, and without limitation of the foregoing, You expressly agree that You shall not seek to enjoin or restrain the production, exhibition, distribution, licensing, advertising, and/or promotion of any of Our programming or projects.
9. In the event of any dispute concerning said Material or concerning any claim of any kind or nature arising in connection with said Material or arising in connection with this Agreement, such dispute will be submitted to binding arbitration. Each party hereby waives any and all rights and benefits which he or it may otherwise have or be entitled to under the laws of the State of Illinois to litigate any such dispute in court, it being the intention of the parties to arbitrate all such disputes. Either party may commence arbitration proceedings by giving the other party written notice thereof by registered mail and proceeding thereafter in accordance with the rules and procedures of the American Arbitration Association. The arbitration shall be conducted in the County of Cook, State of Illinois, and shall be governed by and subject to the laws of the State of Illinois and the then prevailing rules of the American Arbitration Association. The Arbitrators’ award shall be final and binding and a judgment upon the award may be enforced by any court of competent jurisdiction.
10. You have retained at least one copy of said Material, and You release Us from any and all liability for loss or other damage to the copies of said Material submitted to Us hereunder.
11. Either party to this Agreement may assign or license its or their rights hereunder, but such assignment or license shall not relieve such party of its or their obligations hereunder. This Agreement shall inure to the benefit of the parties hereto and their heirs, successors, representatives, assigns and licensees, and any such heir, successor, representative, assign or licensee shall be deemed a third party beneficiary under this Agreement.
12. You hereby acknowledge and agree that there are no prior or contemporaneous oral agreements in effect between You and Us pertaining to said Material, or pertaining to any material (including, but not limited to, agreements pertaining to the submission by You of any ideas, formats, plots, characters, or the like). You further agree that no other obligations exist or shall exist or be deemed to exist unless and until a formal written agreement has been prepared and entered into by both You and Us, and then Your and Our rights and obligations shall be only such as are expressed in said formal written agreement.
13. Should any provision or part of any provision be void or unenforceable, such provision or part thereof shall be deemed omitted, and this Agreement with such provision or part thereof omitted shall remain in full force and effect.
14. This Agreement shall be governed by the laws of the state of Illinois applicable to agreements executed and to be fully performed therein.
15. You have read and understand this Agreement and no oral representations of any kind have been made to us and this Agreement states our entire understanding with reference to the subject matter hereof. Any modification or waiver of any of the provisions of this Agreement must be in writing and signed by both of us.