I (the “Submitter”) am voluntarily submitting to the program director, mentors and staff of the program known as Mentorship Matters (collectively, “you”) herewith, at my initiation and not your solicitation, and under the terms and conditions stated herein, the following material (hereinafter referred to as “said material”):
FORM OF MATERIAL: Original Writing Sample – Script
1. I represent and warrant that I am the sole owner and author of said material and therefore, have the full right to submit it to you upon the terms and conditions stated herein. I will indemnify you from and against any and all claims, demands, expenses, losses or liabilities (including reasonable attorneys’ fees) that may be asserted against you as a result of my submittal of said material and, should you acquire my rights therein, your use of said material. Moreover, I hereby release you of and from any and all claims, disputes, demands, expenses, losses or liabilities of every kind whatsoever, known or unknown, that may arise in relation to this agreement, the submitted material or by reason of any claim now or hereafter made by me concerning your use of the submitted material.
2. I agree that no obligation of any kind is assumed or may be implied against you by reason of your review of the submitted material or any discussions we may have. I further acknowledge that at this time you have no intent to compensate me in any way and I have no expectation (and, at the time of submission, had no expectation) of receiving any compensation. You agree, however, that except as provided in Paragraphs 3 and 4 below, you will not use protectable elements of said material unless you shall pay me an amount for such use which you and I shall mutually agree upon, subject to your ability to use said material as set forth in Paragraph 3 below.
3. If said material or any element thereof is not new, unique, concrete or novel and/or is in the public domain and/or does not constitute protectable literary property and/or is not original with me, then as between you and me, I agree that you have the right to use such elements without any obligation to me whatsoever. Without limiting the foregoing, I claim no rights in the title of said material.
4. I acknowledge that, because of your position in the entertainment industry, you receive numerous submittals of, among other things, ideas, formats, stories, and suggestions, and that many such submittals, either previously or hereafter received by you, are similar or identical to those developed by or otherwise available to you. Consequently, I recognize that my material submitted hereunder likewise may be so similar or identical. I acknowledge that I will not be entitled to any compensation because of the use of any such similar or identical material which may have been independently created by you or a third party.
5. I acknowledge that no fiduciary or confidential relationship now exists between you and me, and I further acknowledge that no such relationships are established between you and me by reason of my submittal to you of said material. Nothing contained in this agreement nor the fact of my submission of said material to you shall be deemed to place you or any person or entity to whom you show said material in any different position than anyone else to whom I have not submitted the same or similar material with respect to any portion of said material that does not constitute protectable literary property.
6. Any dispute concerning said material or this agreement, including but not limited to, the validity or effect of this agreement, any alleged improper use by you of said material or the reasonable value of said material shall be submitted to arbitration in the County of Los Angeles, State of California, in accordance with the rules and regulations of the American Arbitration Association then in effect, provided that said arbitration shall be heard before a single arbitrator experienced in entertainment law and business practice.
The arbitrator’s decision shall be final, binding and controlled by the terms and conditions of this agreement. The arbitration will be conducted confidentially and any award may be made public only with the prior written consent of the parties. Judgment upon the award of the arbitrator may be enforced in any court of competent jurisdiction. The costs and expenses, including but not limited to, reasonable attorneys’ fees and expert witness fees, shall be borne by the losing party. Although I may commence an action at law for the sole purpose of enforcing such an arbitration award, I waive the right to seek any other relief at law or in equity with respect to my protectable material or this agreement.
7. I have retained a copy of the submitted material, and I release you from any liability for loss or other damage to the copy(ies) submitted by me.
8. You may assign your rights and obligations under this agreement to any third party, including but not limited to, individuals, firms or corporations.
9. The word “you” or “your” in this agreement refers to you, any parent company, any company affiliated with you by common stock ownership or otherwise, your subsidiaries, affiliates, subsidiaries of such affiliates, and the officers, agents, employees, stockholders, licensees, successors and assigns of you and all such persons, firms and corporations referred to in this paragraph. If said material is submitted by more than one person, the word “I” shall be deemed changed to “we” (and the corresponding verbs changed to the first person plural), and this agreement shall be binding jointly and severally upon all such persons.
10. With respect to this agreement, any provision or part thereof which is deemed void or unenforceable shall be deemed omitted, and this agreement with such provision or part thereof omitted shall remain in full force and effect. This agreement shall at all times be construed so as to carry out the purposes stated herein.
11. This agreement may not be changed, modified, terminated or discharged except by a writing signed by both you and me. This agreement, regardless of where executed or performed, shall be governed by, construed and enforced in accordance with the laws of the State of California applicable to agreements executed and to be wholly performed therein.
12. I hereby state that I have read and understand this agreement in its entirety; that no oral representations of any kind have been made to me; that there are no prior or contemporaneous oral agreements in effect between us pertaining to said submitted material; and that this agreement states our complete and entire understanding, and that a copy of the Agreement has been retained by me.
I ACKNOWLEDGE THAT YOU AGREE TO ACCEPT, READ AND CONSIDER MY SAID MATERIAL IN RELIANCE ON THIS AGREEMENT. I FURTHER ACKNOWLEDGE THAT YOU HAVE INSTRUCTED ME TO SEEK THE ADVICE OF OUTSIDE COUNSEL BEFORE SO EXECUTING AND DELIVERING THIS AGREEMENT TO YOU.