I am today submitting for possible use by you my material identified herein (hereinafter called the "Material") in accordance with the understanding, and subject to the conditions, set forth herein. I acknowledge that the Material was created and written by me without any suggestion or request from you that I write or create the Material. I have attached a copy of the Material to this Agreement (and/or have synopsized it herein). I am executing and submitting this Agreement in consideration of your agreement to review the Material (as you determine in your sole discretion) with the express understanding that I limit my claim of rights to the features of the Material as specifically synopsized or as attached. I acknowledge that no confidential relationship exists between you and me, nor is there one intended or created by the submission of the Material. All references herein to “you” or “your” will include Invicta Films LLC. and any of its affiliates as well as the respective directors, officers, agents, employees, consultants, successors, licensee and/or assigns of any of the foregoing.

 

  1. Except as otherwise specifically stated herein, I represent that:
    1. the Material is original with me;
    2. I have the sole and exclusive right to grant all rights in the Material;
    3. I have exclusive rights in the title, if any, as regards its use in connection with the Material; and
    4. neither the Material nor your review or use thereof will violate any personal or property rights of any third party.
    5. I will indemnify, defend (only if so requested by you) and hold you harmless from and against any claim, loss, obligation, liability or expense (including, without limitation, attorneys’ fees and costs) that may be asserted against or incurred by you in connection with the Material, any use thereof by you and/or any breach of any of my representations, warranties or agreements hereunder.

  2. You agree that you will not use the Material unless you shall first negotiate with me compensation for such use (including Invicta employees) and I hereby grant you an exclusive first negotiation right with respect to the Material for the 90-day period following your receipt of the Material, but I understand and agree that your use of material containing features and elements similar to or identical with those contained in the Material shall not obligate you to negotiate with me nor entitle me to any compensation if you determine that you have an independent legal right to use such other material which is not derived from me (either because such features and elements were not new or novel, or were not originated by me, or because other persons (including your employees) have submitted or may submit material containing similar or identical features and elements which you have the right to use). If you desire to use the Material, you are obligated to negotiate with me pursuant to this paragraph and we agree on the applicable compensation, I will execute and deliver to you an assignment of all rights in the form generally used by you. Notwithstanding anything herein to the contrary, I agree that any part of the Material which is not protected by copyright laws (including, without limitation, ideas, historical or factual matters, or public domain elements of the Material, in each case, whether or not obtained from other sources) may be freely used by you without any obligation or liability to me.
  3. If you determine that you have the independent legal right to use material containing features and elements similar or identical to those contained in the Material without the payment of compensation to me and you proceed to use the same, and if I disagree with your determination, I agree that if you so elect, the dispute between us shall be submitted to arbitration. Such arbitration shall take place in Los Angeles, California. The laws used in any such arbitration proceeding shall be the laws of the State of California and applicable Federal law. The arbitrator shall be a person experienced in the field in which the alleged use was made by you and shall be mutually selected by you and me, or if we cannot agree, then the arbitrator shall be selected by the rules of the American Arbitration Association. The arbitration shall be controlled by the terms of this letter and any damages payable to me shall be limited to highest WGA minimum payment required for the use in question in accordance with the terms of the WGA Agreement in effect as of the date written above. Of course, if you do not elect to submit any such dispute to arbitration, I understand that I shall be entitled to commence legal action against you and that such legal action will be brought in Los Angeles and governed by the laws of the State of California and applicable Federal laws.
  4. I agree that any dispute between us, whether handled by an arbitrator or commencing in court, shall be subject to the following time restraints: any action taken by me against you must be filed within six months after the first public release of the Material (or any claimed features or element thereof) or ninety days after you notify me that you deny any liability to me, whichever is earlier.
  5. In any legal action taken by me against you, I understand that each of us will be responsible for our respective legal costs, including arbitration costs, court costs, depositions, attorneys' fees and the fees of any experts engaged to ascertain originality, public domain status or any other facts deemed necessary or advisable; provided, however, that should I be unsuccessful in any action against you, I will promptly reimburse you for all of your costs and expenses entailed in defending or contesting such action. If I bring any action against you relating to the Material, such action will be limited to an action for damages, if any, and in no event will I be entitled to any injunction or any other equitable relief.
  6. In agreeing to submit the Material, I understand that I may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, I hereby acknowledge that I have read and understand, and hereby expressly waive, the benefits of Section 1542 of the Civil Code of California, which provides as follows:

    A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

  7. I have retained a copy of the Material, and you shall not be responsible for the preservation or return of any Material that I submit to you.
  8. I acknowledge that you have made no inducements or promises of any kind to me relating to the Material; that no representations of any kind have been made to me; that there are no prior or contemporaneous oral agreements in affect between us pertaining to the Material; and that this Agreement is intended by us as the final expression of our agreement and is the complete and exclusive statement of the terms hereof. Any provision of this Agreement or part thereof which is void or unenforceable shall be deemed omitted to the minimum extent necessary and this Agreement with such provision or part thereof so omitted shall remain in full force and effect.
  9. I represent that I am twenty-one (21) years of age or older, or other applicable age of majority.

 

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(If under twenty-one (21) years old or other applicable age of majority (e.g., eighteen (18) if a California resident), a signature of parent or guardian must be included below.)

I represent that I am a parent (guardian) of the minor who has signed the above release and I agree that I and the said minor will be bound thereby,

PARENT/GUARDIAN