Attn: Adam Rejwan
REJ Entertainment, LLC
1. SUBMISSION: I have previously submitted, or am concurrently herewith submitting to you, subject to the terms and conditions herein of this agreement (“Agreement”), the material, including title and all other elements thereof (herein collectively called "Material").
2. ACKNOWLEDGEMENTS OF SUBMITTER: I acknowledge that you did not solicit the Material and that no confidential relationship is established by my submitting the Material to you. I understand that you receive numerous unsolicited submissions of ideas, formats, stories, suggestions and the like and that you have adopted the policy of refusing to accept, consider, or evaluate unsolicited submissions unless the person making the submission signs an agreement in a form substantially the same as this and that you would refuse to accept, consider or otherwise evaluate any submission in the absence of my acceptance of each and all of the provisions of this Agreement. I specifically acknowledge that you would refuse to accept, consider or otherwise review my Material in the absence of my acceptance of each and all provisions of this Agreement. I further understand that many such submissions heretofore or hereafter received by you are similar to ideas, formats, stories, suggestions and the like developed by you or your employees or to those otherwise available to you. I further understand that you have adopted the policy, with respect to unsolicited submissions, of refusing to accept, consider or review such submissions unless the person submitting such submissions signs an agreement in form substantially the same as this. It is understood that no confidential relationship is established by my submitting the Material to you hereunder.
3. CONSIDERATION: In consideration of my execution of this Agreement and of the submission of the Material, you agree to cause the Material to be reviewed by you or your designee assigned that responsibility.
4. DELIVERY AND RETURN OF MATERIAL: I have retained at least one copy or duplicate of the Material submitted to you concurrently herewith. There is no obligation to return the Material or acknowledge its receipt.
5. RIGHTS AND OBLIGATIONS: For good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, including, without limitation your execution of this Agreement and you agreeing to cause the Material to be reviewed:
a. I agree that you have no obligations to me except as in this Agreement set forth, and that no other obligations exist or shall exist or shall be deemed to exist. I further acknowledge that at this time you have no intent to compensate me in any way and I have no expectation (and, at the time of submission, had no expectation) of receiving any compensation. You agree, however, that except as provided in Paragraph 5(b), you will not use protectable elements of the Material unless you shall pay me an amount for such use which you and I shall mutually agree upon, subject to your ability to use the Material as set forth in Paragraph 5.b. and 5.c. hereinbelow. Notwithstanding the foregoing and anything to the contrary contained herein, I understand and agree that your use of property containing elements similar to or identical with protectable literary property contained in my Material shall not obligate you to me in any manner if you shall have obtained such property either heretofore or hereafter from sources other than from me.
b. If my Material or any element of my Material is not new, unique, concrete or novel and/or is in the public domain and/or does not constitute protectable literary or musical property and/or is not original with me, then as between you and me, I agree that you have the right to use such elements without any obligation to me whatsoever. Without limiting the foregoing, I claim no rights in the title of the Material.
c. I agree that nothing contained in this Agreement nor the fact of my submission of said Material to you shall be deemed to place you or any person or entity to whom you show said material in any different position than anyone else to whom I have not submitted the same or similar material with respect to any portion of said Material which does not constitute protectable literary or musical property. I recognize that you have access to and/or may create or have created literary and musical materials and ideas which may be similar or identical to said Material in theme, idea, plot, format or other respects. You shall be entitled to all rights of exploitation, in accordance with all applicable laws, in all ideas, concepts or materials that you independently create, or that you acquire from a third party, even if similar or identical to the Material. I agree that 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 by you or any such client or may have come to you or such client from any other source. I understand that such similarity in the past has given rise to litigation so that unless you can obtain adequate protection in advance, you will refuse to consider the submitted material. The protection for you must be sufficiently broad to protect you, your related entities and individuals, your clients, and your and their employees, agents, licensees and assigns and all parties to whom you submit material. Therefore, all references to you in this Agreement shall include each and all of the foregoing.
d. Neither your consideration of the Material nor any subsequent negotiations between us regarding the Material shall be deemed an admission by you of the novelty of any ideas contained therein, or of the priority of the Material over other submissions, or the originality of the Material. Other than your obligation to consider the Material for review as set forth above, you shall be under no obligation of any kind to me unless such obligations are undertaken by you pursuant to a fully executed written agreement as set forth in Paragraph 6 below. Without in any way limiting the generality of the preceding sentence, no agreement to pay any compensation or provide any credit shall be implied from your consideration of the Material or from the failure of us to respond after receiving the Material.
6. ASSIGNMENT OF RIGHTS: If you should decide to use the Material pursuant to Paragraph 5.a., then I shall promptly negotiate an option/purchase agreement which you shall send to me. Such agreement shall be in the form generally used for agreements of such type. Such agreement shall provide, in substance and among other things, that I shall sell, grant and assign to you, your successors, assigns and licensees, exclusively, in perpetuity throughout the universe, all rights of every kind and nature, whether now known or hereafter devised, in and to the Material and all elements and components embodied therein, including, without limitation, all theatrical, television, non-theatrical, home video, music publishing, merchandising, and all other ancillary and subsidiary rights, copyrights and rights of copyright, in all languages, all without any restrictions, limitations or conditions of any kind, and that I shall, to the maximum extent allowed, expressly waive, in perpetuity, without limitation, any and all rights in law, equity or otherwise, which I may have or claim to have under any law relating to the "moral rights of authors" or any similar law or principle throughout the universe and that you may make such changes, deletions, additions, use or otherwise of the Material as you in your sole discretion may from time to time determine. I also agree to sign and deliver to you any and all further agreements or documents, in a form approved by you, as may be necessary or expedient to carry out and effectuate the purposes and intent of this Agreement. If I shall fail to sign and deliver to you within 7 days after my receipt of your request, any agreements or other documents to be signed or delivered by me hereunder, then you are hereby irrevocably appointed my attorney-in-fact with full right, power and authority (but not the obligation) to sign or deliver such agreements or documents in my name of and on my behalf, and I hereby acknowledge that said authority and agency conferred upon you is coupled with an interest and is irrevocable under any and all circumstances.
7. ARBITRATION OF DISPUTES: In the event of any dispute concerning any alleged wrongful use of the Material or a dispute with reference to this Agreement, its validity or effect, such dispute shall be submitted to arbitration in the County of Los Angeles, State of California, in accordance with the arbitration laws of the State of California and rules and regulations of the American Arbitration Association not inconsistent therewith; provided that said arbitration shall be held before a panel of three arbitrators (one selected by you, one selected by me, and one selected by our nominees) all of whom shall be well acquainted with the entertainment business in Los Angeles. Any award favorable to me shall be limited to a monetary award which shall either (a) bear a reasonable relationship to monies normally paid by you for similar property or elements, or (b) be an amount equal to the fair market value therefore, whichever amount the arbitrators shall deem appropriate. Said award in either event shall be measured by monies normally paid by you for similar property or elements or fair market value as of the date of this Agreement. Each party hereby waives any and all rights (whether for damages or for injunctive or other relief) and benefits which he or it might otherwise have or be entitled to under the laws of the State of California to litigate in court any dispute, it being the intention of the parties to arbitrate all disputes in accordance with the provisions of this Agreement. The prevailing party is entitled to recover his reasonable attorneys' fees and costs incurred in connection with any action or proceeding in connection herewith. This Agreement, and any dispute or controversy relating to the existence, validity, meaning, interpretation, or alleged breach of this Agreement, shall in all respects be interpreted, enforced and governed by the laws of the State of California applicable to agreements to be fully performed therein.
8. REPRESENTATIONS AND WARRANTIES OF SUBMITTER/ INDEMNIFICATION BY SUBMITTER: I hereby warrant and represent: (a) that the Material was created and is solely owned by me and no other person, firm or corporation has any right, title or interest therein or thereto; (b) that I have full right to submit the Material to you upon all of the terms and conditions stated herein; and (c) that the description of the Material in Paragraph 1 contains all of the elements thereof. I will indemnify, defend and hold you harmless from any and all claims, loss or liability (including reasonable attorneys' fees) that may be asserted against you or incurred by you at any time in connection with the Material or any use thereof, arising from any breach or alleged breach of these warranties.
9. PLURAL SUBMITTER: If more than one party signs this Agreement as the submitting party, then references to "I" or "me" throughout this Agreement shall apply to each such party, jointly and severally.
10. SEVERABILITY OF PROVISIONS: 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 as to carry out the purposes stated herein.
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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.
By submitting a script to any manager, employee, agent of REJ ENTERTAINMENT, LLC and any of its subsidiaries you are agreeing to the terms expressed above.
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