Up Front Entertainment Inc. Submission Release
The Proposal is submitted on the following terms and conditions:
1. I understand and acknowledge that due to your position in the entertainment industry you receive numerous unsolicited submissions of ideas, formats, stories, scripts, suggestions and the like. I further understand that many such submissions herein or henceforth received by you are similar or identical to those developed by your company and/or your employees or otherwise available to you. I acknowledge and understand that I will not be entitled to any compensation because of the use by you of any similar or identical material. I further understand and acknowledge that you would refuse to consider, accept or otherwise evaluate this Material without my acceptance of each and all of the terms of this Agreement. I acknowledge that no fiduciary or confidential relationship exists between us, and that no such relationships are established by reason of this Agreement, or my submission of the Material to you, discussions or negotiations relating to the Material. In particular, it is understood that neither my submission of the Material pursuant to this Agreement, nor your review or use thereof, constitutes or creates an implied-in-fact or implied-in-law contract, even if there exists an industry custom or practice to the contrary.
2. I represent and warrant that I am either the author and sole owner of all right, title and interest in and to the Material or I am the duly authorized agent of the author and owner of the Material. That the Material is free of all claims and encumbrances, and I have the unconditional, exclusive authority and right to submit the Material to you upon the terms and conditions set forth herein. Each and all which shall be binding on me and any and all persons for whom I am acting. I indemnify you from and against any and all claims, losses, expenses or liabilities that may be asserted against you or incurred by you at anytime in connection with the Material, or any use thereof (including, without limitation, those arising from any breach of the promises and warranties given by me herein). I acknowledge that this is an unsolicited submission and that you did not request or suggest that the Material be written, created or submitted.
3. You may use (notwithstanding anything else in this Agreement) the Material, or any part of or ideas therein without any obligation or compensation whatsoever to me, if you determine, in your sole and absolute discretion, that you have an independent legal right to use such Material part or idea, or any similar or identical material which is not protectable as literary property under the laws of plagiarism; or which is in the public domain; or which a third person would be free to use if the material had not been submitted to her or had not been the subject of any agreement with her. It was independently created by you or any of your employees, or was independently created and submitted by an independent source whether before or after the date of this Agreement.
Any of the Material which, in accordance with this Paragraph, you are entitled to use without obligation to me, is hereafter referred to as ěunprotected materialî. If all or any part of the Material does not fall into the category of Unprotected Material, such part, if any, is hereafter referred to as ěprotected materialî.
4. You agree that if you use any Protected Material, provided that it has nor been obtained from, or independently created by another source, in a work, distributed or exhibited or released to the public, you will pay me an amount to be agreed upon through good faith negotiations between us. An amount comparable to the rate normally paid for similar material or an amount equal to the fair market value as of the date of this agreement, whichever is greater. If we are unable to agree upon an amount, either party may submit the matter to arbitration in accordance with paragraph 7, below.
5. I have retained at least one copy of the Material, and I hereby release you, your company and/or employees from any and all liability for loss of, or damage to, the copy or copies of the Material submitted to you.
6. 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.
7. In the event that there is any dispute concerning or related in any way to the Material, any part thereof or idea therein or of any claim arising in connection with the Material or arising in connection with this agreement, such dispute shall be determined by submitting the matter to arbitration. Each party hereby waives any and all rights to litigate any such dispute in court, it being the intention of the parties to resolve all such disputes through arbitration. Either party may commence arbitration by giving the other party written notice by means of registered mail and proceeding thereafter in accordance with the rules and procedures of the Arbitration Act, Ontario and the provisions of this Agreement. The arbitration will be conducted by a single arbitrator with knowledge of the film and television industry, to be determined jointly by both parties. Each party shall bare the costs of the proceeding, including legal fees. The arbitratorsí award shall be final and binding. A judgment upon the award may be enforced by any court of competent jurisdiction.
8. In the event any arbitration is concluded in my favour, I agree that the award shall be limited to a claim for damages, which shall under no circumstances, exceed the fair market value of the Protected Material on the date hereof, as determined by common practice in the film and television industry and without regards to any profits or revenues that you might receive as a result of the use of the Material, or any part thereof or idea therein; that I shall in no event be entitled to an injunction or any other equitable relief.
9. This agreement shall be in all respects governed by and interpreted by the laws of the Province of Ontario.
10. I hereby state that I have read and understand this Agreement and that no oral representations of any kind have been made to me and that 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.