SUBMISSION RELEASE AGREEMENT

 

This SUBMISSION RELEASE AGREEMENT (the “Agreement”) is dated as of this day by and between DAT’s Entertainment, a California Corporation (“DAT”), and the agreeing “Submitting Party.”

 

1. The Submitting Party acknowledges that DAT has the policy of refusing to accept, consider, or evaluate material unless the person submitting such material has agreed to an agreement in form substantially the same as this. The Submitting Party specifically acknowledges that DAT would refuse to accept, consider, or otherwise evaluate said material in the absence of my acceptance of each and all of the provisions of this Agreement. The Submitting Party has asked DAT to review submitted material, ideas, or creative work (the “Material”) on the terms and conditions of this Agreement, which Material will be described in writing submitted concurrently with said Material. Neither party shall be entitled to any compensation or reimbursement from the other party for submitting said Material or developing and/or preparing it for submission hereunder.

 

2. It is understood that no exclusive, fiduciary, or confidential relationship is established by either party submitting said Material to the other hereunder. Each party has the right to submit said Material or similar material to persons other than the other party hereto and to ask outside parties of their opinion of such Material, including (without limitation) potential talent, advertisers, salesmen, and broadcasters.

 

3. DAT agrees to examine said Material with a view to deciding whether it will undertake to acquire, develop, and/or otherwise become involved in the production of said Material.

 

4. The Submitting Party warrants that it is the sole owner and/or author of said Material that it submits hereunder, that the Submitting Party has the exclusive right and authority to submit the same to DAT on the terms and conditions stated herein, and that all of the elements of said Material are summarized in the written descriptions thereof submitted with said Material. The Submitting Party agrees to indemnify DAT against any liabilities, losses, claims, demands, costs (including reasonable attorney’s fees), or expenses arising in connection with any breach or alleged breach of the foregoing.

 

5. Each party agrees that nothing contained in this agreement nor the fact of my submission of said Material to DAT shall be deemed to place DAT or any of DAT’s clients or any person or entity to whom DAT shows said Material in any different position than any member of the public to whom the Submitting Party has not submitted the same or similar Material with respect to any portion of said Material which does not constitute protectable literary property (e.g. is not new or novel, was not owned or originated by the submitting party, was independently created by another, violates a third party’s rights).

 

6. Each party recognizes that the other party and its employees, agents, and clients have access to and/or may create or have created literary materials and ideas which may be similar or identical to said Material in theme, idea, plot, format or other respects. The Submitting Party agrees that it shall not be entitled to any compensation because of the use of any such similar or identical material which may have been independently created or unconsciously copied by DAT or any such employees, agents, and clients; or which may have come to and/or from them or any other independent source.

 

7. All references to a party include each and all of said party, its related business entities, and their employees, agents, clients, licensees, heirs, successors, and assigns and all parties to whom it submits said Material.

 

8. The Submitting Party agrees that no obligation of any kind is assumed or may be implied against DAT by reason of DAT’s review of the said Material or any discussions or negotiations they may have (including, without limitation, any modifications to said Material which comes as a result of the parties discussions about it), except pursuant to an express written agreement hereafter executed by the parties which, by its terms, will be the only contract between us relating to said Material.

 

9. DAT agrees that if it intentionally uses any legally protectable portion of said Material, provided it has not been obtained from, or independently created by, another source, DAT will negotiate to pay to the Submitting Party an amount which is comparable to the compensation normally paid for similar material within DAT’s budget for a production based on same, or an amount equal to the fair market value thereof as of the date of this agreement. If the parties are unable to agree to said amount, or in the event of any dispute concerning any alleged use of said Material (e.g. whether DAT used legally protectable portions thereof), or any other dispute arising out of or in connection with said 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. Each party hereby waives any and all rights and benefits which he or it might otherwise have or be entitled to litigate any such dispute in court, it being the intention of the parties to arbitrate, according to the provisions hereof, all such disputes. Either party may commence arbitration proceedings by giving the other party written notice thereof and in such notice designating one arbitrator. Within twenty (20) days after receipt of such notice, the other party shall designate in writing another arbitrator. If the other party shall fail or refuse, for whatever reason, to select a second arbitrator within twenty (20) days, as aforesaid, then the first arbitrator appointed shall serve as the sole arbitrator and shall promptly determine the controversy. The two arbitrators shall promptly select a third arbitrator, and if they cannot agree on a third arbitrator within ten (10) days after the appointment of the second arbitrator, either party may secure appointment of the third arbitrator by application to JAMS. Each of the arbitrators shall be a person experienced and knowledgeable in the entertainment industry. The arbitrators, when appointed, shall promptly determine the controversy by majority vote and such determination shall be final and each of the parties shall be bound thereby. The arbitration shall be conducted in the Los Angeles, State of California, and the arbitration shall be governed by and subject to the laws of the State of California and the then prevailing rules of JAMS. The arbitrators’ decision shall be controlled by the terms of this agreement, and the parties agrees that the amount of any award shall be an amount which is specified in the first sentence of this Paragraph. Such decision shall provide for each party to bear its own costs of arbitration and attorney’s fees. If either party shall fail to appear at the hearing on the date designated in accordance with the rules of JAMS, or shall otherwise fail to participate in the arbitration proceeding, then the arbitrators or arbitrator, as the case may be, are empowered to proceed ex parte. The pendency of the arbitration proceeding, any evidence or other material submitted in connection therewith, and the award shall be maintained and remain confidential, except that an award may be confirmed by a court of competent jurisdiction provided that no award which has been fully satisfied within 14 days of its issuance may be so confirmed.

 

10. Except as otherwise provided in this agreement, each party hereby releases the other party of and from any and all claims, demands, and liabilities of every kind whatsoever, known or unknown, that may arise in relation to the said Material or by reason of any claim now or hereafter made by the Submitting Party that DAT has used or appropriated the said Material, except for fraud, or intentional injury on DAT’s part. Each party waives any injunctive or equitable remedies for breach of this Agreement and acknowledges that said party’s damages can be adequately compensated by a monetary award.

 

11. DAT may assign or license to any person, firm, or corporation whomsoever, its rights hereunder, but such assignment or license shall not relieve DAT of its obligations hereunder.

 

12. The Submitting Party has retained at least one copy of said Material, and hereby releases DAT of and from any liability for loss of, or damage to, the copies of said Material submitted hereunder.

 

13. Each party hereby states that it has read and understands this Agreement and that no oral representations of any kind have been made to it, and that this Agreement states the parties’ entire understanding with reference to this subject matter hereof. Any modification or waiver of any of the provisions of this agreement must be in writing and signed by both parties.

 

14. Should any provision or part of any provision be void or unenforceable, such provision or part thereof 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 hereof.