1. I acknowledge that you will not accept or evaluate the Materials in the absence of this agreement (“Agreement”). No confidential or fiduciary relationship exists between you and me, and no such relationship is established by this Agreement or by submission of the Materials. I represent and warrant that (a) I am the owner of all rights in the Materials or the duly authorized agent of the owner of all rights in the Materials, (b) I have full authority to submit the Materials, and (c) the consent of no other person or entity is required to fully exploit the Materials. I have retained, or will retain, at least one copy of the Materials and I acknowledge that you do not intend to return to me any copies of the Materials submitted hereunder, and I hereby release you of and from any and all liability for loss of, or damage to, the Materials. This Agreement is binding on me and any entities for which I am acting. This is a non-commissioned submission. There was no request that the Materials be created or submitted.
2.In consideration of your receipt of the Materials, I hereby agree to the terms of this Agreement. I acknowledge and agree that a separate agreement will be negotiated if the Materials are used. Notwithstanding the foregoing, the Materials may be used, without any obligation or payment to me, to the extent that such Materials (a) are similar to or contain elements of a concept already in development at the time of submission, (b) are not unique and concrete as to be entitled to intellectual property protection under the law, (c) have been made public by anyone at the time of submission or are in the public domain, (d) would be freely usable by a third person if they had not been accepted as a submission or the subject of any agreement, (e) are not protected by Federal copyright law, or (f) are similar to other projects that are independently created by you or third parties.
3.I am not entitled to any compensation because of your use of similar materials that may have (a) been independently created by you, or (b) come to you from an independent source, whether before or after the date of this Agreement. In any dispute arising from alleged use of the Materials, I must prove that the Materials were used (and that the alleged similar materials were not independently created). No inference of copying or use will arise by virtue of (a) any similarity between similar materials and the Materials, or (b) my submission of the Materials or your access to the Materials. Neither my submission of the Materials, nor your review (or use of) the Materials, constitutes an implied in fact or implied in law contract, even if there exists an industry custom or practice to the contrary.
4.I will indemnify you from and against any and all claims, expenses, losses or liabilities (including attorneys’ fees) in connection with the Materials or any use thereof, and/or arising from any breach or alleged breach of any representation or warranty given by me. I release you from all claims, demands and liabilities, known or unknown, which may arise in relation to the Materials, except for fraud or willful injury on your part. Specifically, I waive the provisions of Section 1542 of the California Civil Code which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
5.In the event of a breach or alleged breach (a) related to the Materials, or any part or idea therein, or the submission thereof, or (b) relating to this Agreement, my remedies will be limited to a remedy at law for damages. I will not be entitled to any form of equitable relief. Any dispute relating to this Agreement will be resolved by binding arbitration before a single arbitrator. All arbitration proceedings will be administered by JAMS in accordance with its streamlined arbitration rules and procedures or subsequent versions thereof, including its optional appeal procedure (the “JAMS Rules”). Any dispute arising from or relating to this Agreement shall be governed by the substantive laws of California and subject to jurisdiction and exclusive venue in Los Angeles.
6.This is the complete and binding agreement between the parties and supersedes all prior understandings, both oral and written, with respect to its subject matter. The invalidity of any provision of this Agreement will in no way affect the validity or enforceability of any of the remainder of this Agreement. This Agreement cannot be amended, except by a written agreement signed by both parties. This Agreement will inure to the benefit of the parties and their respective heirs, successors, representatives, assigns and licensees.