“I,” “me” and “me” refers to the party submitting the material to a Chicken & Egg Pictures programmatic offering. “You” and “your” refers to Chicken & Egg Pictures.
I hereby submit to Chicken & Egg Pictures (C&E), for your examination and consideration, certain literary, oral, technical, and/or other material, the tentative title and/or theme of which is indicated in my electronic submission (the “Material”), I shall not receive any compensation for submitting or contributing the Material. I recognize the possibility that the Material may be identical with or similar to material that has or may come to you from other sources. Such identity or similarity in the past has given rise to litigation so that unless you can obtain adequate protection in advance, you will refuse to consider or read the Material. The protection for you afforded by this release must be sufficiently broad to protect you, all related parties including, but not limited to, your and their parents, affiliated corporations, officers, directors, shareholders, employees, agents, representatives, licensees, successors, assigns and all parties to whom you or they submit material or have been or may be involved in developing, financing or exploiting materials and properties generally.
Therefore, all references to “you” shall include each and all of the foregoing related parties. Accordingly, as an inducement to you to consider or read the Material, I represent, warrant, acknowledge and agree, as follows:
1. I am sole author/ creator and/or owner of all rights to the Material, and/or the duly authorized agent or representative of the lawful author and/or owner of the Material, and I have full power and authority to submit the Material to you on the terms and conditions hereof, each and all of which shall be binding on me and/or any parties for which I am acting. I will inform you immediately of any changes in the ownership, representation or other authority over the Material.
2. I acknowledge that the Material is submitted voluntarily and not in confidence or in trust, and that no confidential or fiduciary relationship is intended or created between you and me by reason of such submission or otherwise. Nothing in this agreement, nor the submission of the Material, shall be deemed to place you in any different position from any other member of the public with respect to the Material. Accordingly, any part of such material which could be freely used by any member of the public may be used by you without liability to me or any other party claiming from or through me.
3. I understand and agree that your use of material similar to or identical with the Material or containing features or 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 or other entitlement if you would have a legal right, independent of the right arising out of your ownership of the Material, to use such other material (either because, e.g., such features or elements were not new or novel, or were not originated by me, or were or may hereafter be independently created by or submitted to you); provided your determination with respect to such independent legal right shall be subject to the provisions of Paragraph 8 below.
4. I understand that you shall have no obligation to me in any respect whatsoever with regard to the Material. No prior, present or future discussion and/or correspondence between us shall imply any obligation on your part, unless such correspondence be in the form of a written and executed legal agreement and/or deal memorandum which by its term and provisions will be the only contract between us.
5. If the Material is not new or original, and/or was not originated by me or those I represent, and/or has not been reduced to concrete form, and/or is in the public domain, and/or is not legally protectible, and/or if other persons (including, but not limited to the lawful owner, any assign or representative of the owner, and/or your employees), have previously or separately submitted Material similar or identical to the Material which you have the right to use, then I agree that you shall not be liable to me for your use of the Material, and you shall not be obligated in any respect whatsoever to compensate me for such use by you. I understand and agree that I am not submitting the Material to you in confidence.
6. I further agree that if you accept the Material into this program, you are not responsible to me for any past, current or future competing project that may be based upon or include the same general idea, theme, situation, plot, setting, background, geographical idea, and/or period of history as the Material.
7. I further understand that, should I be selected to be part of a Project, I will be partnered with other entities to collaborate on the Project. I agree that if you accept the Material for a Project, I release you from any and all claims that may result from my collaboration on the Project with any other entities, including but not limited to disputes regarding intellectual property rights in any aspect of the resulting Project.
8. Should I bring any action against you for wrongful appropriation of the Material or any part thereof, such action shall in no event include the right to enjoin or restrain or otherwise interfere with the production, distribution or other exploitation of any film and/or other project made wholly or partially by you, and I expressly waive all rights to any injunctive or other equitable relief. All remedies to me related to any and all claims in connection herewith shall be limited to an action at law for money damages that shall, in no event, exceed the fair market value of the Material on the date hereof. Should I be unsuccessful in any such action, I assume and agree to pay, upon demand, all your costs and expenses entailed in defending and/or contesting such action including, but not limited to, all court costs, costs of discovery and depositions, ascertaining originality, public domain status, or any other facts and/or factors deemed necessary or advisable by you in the defense of such action. Any such action shall be, and is hereby, waived and barred unless filed within six months after your first public release and/or use of the Material, or thirty days after you notify me in writing that you deny liability to me, whichever is first.
9. If there is any dispute arising out of this release, including the substance, validity, operation, or breach hereof (including, but not limited to: if you should determine that you have the independent legal right to use material which, in whole or part, is similar to or identical with the Material without entering into a written agreement for compensation to me, and if you proceed to use the same and if I disagree with your determination), the dispute between us shall be determined solely by submitting such to arbitration in New York, New York, before an arbitrator mutually selected by the parties who is experienced in the field with respect to the use of material similar to the Material; or, if we cannot mutually agree, then such arbitrator shall be selected in accordance with the Commercial Arbitration rules of the American Arbitration Association. The arbitration shall be controlled by the terms of this release, and any award favorable to me shall be limited to the fixing of compensation for your use of the Material, which shall bear a reasonable relation to compensation normally paid by you for similar material taking into account the relative stature of the owners or authors of similar materials. Such award will provide for each party, respectively, to bear its own costs of arbitration and attorneys’ fees. The pendency of the arbitration, the proceedings, any evidence or other material, and the award shall be maintained and remain confidential.
10. You may retain any and all copies of the Material and shall not be responsible for its preservation and/or return. Or you may in fact destroy the Material at any time. I have at least one copy or duplicate of the Material. You shall have no liability to me for any loss of the Material for any reason including, but not limited to, whether it is lost, stolen or destroyed in transit, or while in your possession or otherwise. You shall have no obligation to read or consider the Material.
11. Except as otherwise provided in this release, I hereby release you of and from any and all claims, costs, demands and liabilities of every kind whatsoever, known or unknown, that may arise in relation to the submitted material or by reason of any claim now or hereafter made by or through me or on my behalf (even though I realize that such might be based on facts or circumstances not now known or suspected by me to exist, which if known or suspected, would have materially affected our decision to enter into this release) that you have used or appropriated the Material, except for claims arising out of your intentional use or appropriation of the Material.
12. This release shall be deemed made in the State of New York and shall be construed in accordance with the laws of the State of New York as applicable to contracts made and performed therein. Should any provision or part of any provision of this release be void or unenforceable, such provision or part thereof shall be deemed omitted, and the remaining provisions of this release shall remain in full force and effect. This release is entire and shall be binding on the parties’ respective successors, assigns, licensees and all affiliated and related parties. No statements or representations have been made except those expressly stated in this release. This release may be modified only by a subsequent writing signed by an executive officer of Chicken & Egg Pictures.