CMA Digital Studios 2018 Application
TERMS AND CONDITIONS of APPLICATION
1. I am submitting to CMA Digital Studios, LLC (hereinafter referred to as "Company" which term shall also include Company's related entities, employees, agents, licensees, successors, assigns, and all parties to whom Company may submit Materials) concepts, premises, ideas, treatments, outlines, formats, marketing and promotional plans, proposals, literary material, video and/or musical compositions or other properties that collectively comprise my submission to Company for consideration for inclusion in the 2018 C.M.A Digital Studios Slate (hereinafter referred to as the "Material(s)")
2. I understand Company has adopted a policy of refusing to accept, consider or evaluate Material unless the person submitting such material has agreed to the terms of this submission agreement ("Agreement").
3. I specifically acknowledge that Company would refuse to accept, consider or otherwise evaluate any of the above Materials in the absence of my acceptance of each and all of the provisions of this Agreement. I understand and agree that no confidential or fiduciary relationship is established by my submitting the Material to Company hereunder. I shall retain all rights to submit this Material or similar material to persons or entities other than Company. I acknowledge and agree that Company is not obligated to return any of the above materials (including the Material).
4. Company makes no promises, either explicit or implicit, relative to its acceptance of the Material; and there shall be no remuneration whatsoever associated with the Material, nor is there any promise of employment associated with the submission of the Material, either during Company's development of such Material (if any) or during actual production should such Material develop into a bona fide television program, motion picture, or other work, without the further and separate written agreement between Company and me. I agree that any consideration of the Material or negotiations to acquire any interest in the same shall in no way prejudice Company.
5. I represent and warrant that: (a) I am the sole owner, creator and author of the Material, that the Material is my own original work, and that I have the exclusive right and authority to submit the same to Company upon the terms and conditions stated herein, including with respect to the title of the Materials (if any); (b) the Material was created and written by me without any suggestion or request from Company or any other third party that I write or create the Material; (c) there are no third parties having any proprietary or other interest in the Material; and (d) I have the full right and authority to enter into this Agreement for myself and on behalf of any entity indicated on the signature block below. I agree to indemnify, defend, and hold Company harmless against any liabilities, losses, claims, demands, damages, judgments, awards, costs (including reasonable attorney's fees and expert witness fees), suits or expenses arising in connection with any breach or alleged breach of the representation and warranties in this Agreement.
6. Nothing contained in this Agreement nor the fact of my submission of the Material to Company shall be deemed to place Company (or any person or entity to whom Company may show the Material) in any different position than any member of the general public with respect to portions of the Material that are not legally protectable by reason of my submission of the Material to Company. I acknowledge that Company must disclose the Materials to Company’s various employees, and possibly even to those outside of Company’s employ, to determine the material's value to Company. Accordingly, I acknowledge that no confidential relationship is entered into by reason of my submission to Company or by reason of any oral discussions that Company and I at any time may have with respect to the Material.
7. I agree and acknowledge that Company has access to and/or may create or have created concepts, premises, ideas, treatments, outlines, formats, marketing and promotional plans, proposals, literary material, video and/or musical compositions or other properties which may be similar or identical to the Material in theme, idea, plot, structure, format and/or other respects. I agree that I will not be entitled to any compensation because of, and hereby waive any and all claims related to, the use of any such similar or identical material which may have been independently created by Company or any other entity or that may have come to Company from any other independent source.
8. In the event of any dispute concerning any alleged use of the Material (e.g., whether Company has used legally protectable portions thereof or infringes any copyright or trademark or any other rights in the Material),or any other dispute arising out of or in connection with the Material or with reference to this Agreement, its validity, construction, performance, non-performance, operation, breach, continuance or termination, as well as any dispute as to the arbitrability of any such controversy or claim, such dispute shall be finally resolved by mandatory arbitration between us. In this regard, I further agree and acknowledge that:
a. The arbitration shall be final and binding on the parties, and that judgment thereon may be entered in any court of competent jurisdiction and in connection therewith, I hereby submit to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois for entry of such arbitration judgment only;
b. The arbitration shall be initiated and conducted according to the JAMS Streamlined or the JAMS Comprehensive Arbitration Rules and Procedures (as applicable), except as modified herein, at the Chicago, Illinois office of JAMS, or its successor in effect at the time the request for arbitration is made (the "Arbitration Rules"). The arbitration shall be conducted in Cook County before a single neutral arbitrator with experience in the entertainment industry appointed in accordance with the Arbitration Rules. The arbitrator shall follow Illinois law and the Federal Rules of Evidence in adjudicating the dispute;
c. Company and I are waiving our right to seek remedies in court, including the right to a jury trial;
d. If it is determined by the arbitrator that Company or any of its parents, subsidiaries, affiliated companies, or employees improperly used the Material in violation of the terms of this Agreement, I agree that the sole remedy that can be awarded in any arbitration against Company or its affiliated companies or employees shall be a monetary award which shall in no event, under any theory, exceed the fair market value of the Material on the date hereof, and I specifically waive statutory damages under Sections 504 of Title 17 of the U.S. Code and agree that I shall in no event seek or be entitled to an injunction or any other relief.
e. The prevailing party in any arbitration pursuant to this agreement will be entitled to recover its costs and expenses, including reasonable attorneys' fees and experts' fees, which may be incurred in connection with such arbitration; and
f. By signing this agreement I acknowledge that I am agreeing in advance to arbitrate any controversies or claims which may arise with Company.
9. Except as otherwise provided in this Agreement, I hereby release Company of and from any and all claims, demands and liabilities of every kind whatsoever, known or unknown, that may arise in relation to the Material or by reason of any claim now or hereafter made by me that Company has used or appropriated the Material. I agree that all rights and remedies, if any, shall be limited to an action to recover compensatory money damages in an action at law, and without limiting the foregoing, you expressly agree that you shall not seek to enjoin or restrain the production, exhibition, distribution, licensing, advertising, and /or promotion of any of Company's programming, promotional or marketing plans, and/or any of the subsidiary rights in connection therewith.
10. Company may transfer, assign or license to any person, firm or corporation whomever, its rights and obligations hereunder, in whole or in part, without my consent. I shall have no right to assign or transfer my rights and obligations hereunder. Any purported transfer, assignment or license in violation of the forgoing shall be void and have no effect.
11. I am executing this Agreement voluntarily, without coercion or undue influence from any source, I have read and understand this Agreement and I have availed myself to the right to consult counsel and no oral representations of any kind have been made to me. This Agreement states our entire understanding and agreement with reference to this subject matter hereof and replaces any other prior agreements or understandings between the parties hereto. Any modification or waiver of any of the provisions of this Agreement must be in writing and signed by both of us.
12. Should any provision or part of any provision of this Agreement be deemed 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 and shall be governed by the laws of the State of Illinois, without regard to its conflict of laws principles.