I am submitting to script-fix, (hereinafter "you" or "your") certain written material(s) (detailed in the submission form).
This material(s), consisting of motion picture or television script(s) (or
portions thereof), ideas, logline(s), stories, formats, suggestions, synopses
and the like (collectively, the "Material") is being submitted for evaluation
purposes only and is not in any way being submitted in consideration for your
possible development and production of a motion picture, television project or
other audio visual work based on the Material. I hereby acknowledge and agree
that your analysis are a good and valuable consideration for me to enter into
this submission release agreement ("Agreement").
In consideration of the foregoing, I hereby irrevocably warrant, represent and
acknowledge the following:
1. The Material is submitted by me voluntarily and not in confidence, and no
confidential or fiduciary relationship between you and me exists or is being
created by this Agreement or by my submission of the Material.
2. I am at least eighteen (18) years of age, the Material is completely original
with me (or to a minor extent in the public domain), I am the sole owner and
author of the Material, and have the exclusive right and authority to submit the
Material to you upon the terms and conditions set forth herein, and none of the
rights granted herein will libel or defame any third party or otherwise violate
the rights of any third party, whether under copyright or otherwise.
3. No obligation of any kind is assumed or may be implied against you by reason
of your inclusion of the Material in the Service.
4. Nothing contained in this Agreement nor the fact of my submission of the
Material to you shall place you or any of the subscribers to the Service or any
other person or entity to whom you show the Material in any different position
than anyone else to whom I have not submitted the Material.
5. You have access to, may create or have created literary materials and ideas
which may be similar or identical to the Material in theme, idea, plot, format
or other respects. 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 or may have come to you from any independent source, other than with
respect to any protectable literary property ("Protectable Material") contained
therein. Protectable Material means any Material which is protected as literary
property under copyright law. You may use without obligation to me any Materials
which are not Protectable Material or which you would be free to use if the
Material had not been submitted to you by me, or which is in the public domain,
or which was independently conceived by another person or entity prior to or
after this submission.
6. Except as otherwise provided in this Agreement, I hereby release you, from
any and all claims, demands, and liabilities that may arise in relation to the
Material or by reason of any claim now or hereafter made by me that you have
used or appropriated the Material or any portion thereof. In the event of any
dispute concerning any alleged use of said Material (e.g., whether you have
caused the Protectable Material to be used), or any other dispute arising out of
or in connection with the Protectable Material or with reference to this
Agreement, its validity, construction, performance, non-performance, operation,
breach, continuance or termination, such dispute shall be submitted to
arbitration in the State of New York, 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, selected
pursuant to said rules and regulations. Each party hereby waives any and all
rights and benefits which he or it might otherwise have or be entitled to under
the laws of New York to litigate any such dispute in court, it being the
intention of the parties to arbitrate, according to the provisions hereof, all
such disputes. Said arbitrator shall be well acquainted with the entertainment
business in the state of New York. The arbitrator's decision shall be controlled
by the terms and conditions of this Agreement and shall be final and binding,
and shall provide for each party to bear his or its own costs of arbitration and
attorneys' fees.
7. I acknowledge and agree that you may retain the original of the Material
submitted hereunder and that I have retained at least one copy of the Material.
As such, I hereby release you from any liability for loss or damage to the
Material or copies thereof. I understand that should you return the Material to
me, such action shall not terminate or affect any rights or obligations under
this Agreement. In addition to making the representations and warranties set
forth above, I also acknowledge my understanding of and agreement to the
following:
A. It is my sole responsibility to protect the Material, including filing or
registration the Material with the Writers Guild of America or the United States
Copyright Office. You strongly recommend that I register the Material with one
or both of the aforementioned parties.
B. I will defend and indemnify you against any liabilities, losses, claims,
demands, costs or expenses (including, without limitation, attorneys' fees and
court costs) incurred at any time in connection with the Material or in
connection with any breach or alleged breach by me of any of the
representations, warranties or agreements contained herein.
8. You and your assignees may assign your rights under this Agreement, in whole
or in part, in any manner and to any person, corporation or entity that you
shall determine.
9. The word "you" and "your" in this Agreement refers to script-fix, its
subscribers and any parent or subsidiary company, any company affiliated with it
or them by common stock ownership or otherwise, its and their subsidiaries,
subsidiaries of such affiliates, any person, corporation, or entity to which it
or they may have an affiliation for development and/or production of motion
pictures based on the Material, and the officers, agents, attorneys, servants,
employees, directors, stockholders, licensees, successors and assigns of it and
all such persons, corporations and entities referred to in this paragraph. If
the Material is submitted by more than one person, the word "I" shall be deemed
changed to "we" (and the corresponding verb changed to the first person plural),
and this Agreement will be binding jointly and severally upon all such persons.
10. Any provision or part of any provision which is 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
in 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 New York applicable to agreements
executed and to be wholly performed therein, any action shall be brought in such
state and I hereby submit to the personal jurisdiction of the courts thereof.
12. I hereby state that I have read and understand this Agreement; 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 the Material;
and that this Agreement states our entire understanding.