Terms of agreement.
1. I am submitting to Questar, Inc. (hereinafter referred to as “Company” which term shall also include Company’s parent, subsidiary and affiliated companies, and any related entities, employees, agents, licensees, successors, assigns of each of the foregoing, and all parties to whom Company may submit Materials) through Company’s website certain true life stories, concepts, premises, ideas, treatments, outlines, formats, marketing and promotional plans, proposals, literary material, video and/or musical compositions or other properties or other intellectual property of any kind controlled by me (hereinafter referred to as the “Material(s)”).
2. I understand that Company has adopted a policy of refusing to accept, consider or evaluate unsolicited Material from unrelated or unrepresented parties unless the person submitting such material has signed an agreement in a form substantially the same as this Submission Agreement (“Agreement”).
I specifically acknowledge that Company would refuse to accept, consider or otherwise evaluate any of the Material(s) 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(s) to Company, and review of the Material(s) by the Company occur on a non-confidential basis. I shall retain all rights to submit the Material(s) or similar material to persons or entities other than Company unless Company and I enter into a written agreement for Company’s use of the Material(s), in which case all rights, title and interest in and to the Material(s), including the copyright, shall be deemed assigned to Company. I acknowledge and agree that Company is not obligated to review the Material(s), return any of the Material(s), or notify me if Company does not intend to use the Material(s).
3. Company makes no promises, either explicit or implicit, relative to its acceptance of the Material(s); and unless Company and I enter into a written agreement for actual exploitation of the Material(s), there shall be no remuneration whatsoever associated with the Material(s), nor is there any promise of employment associated with my submission of the Material(s), either during Company’s development of such Material(s) (if any) or during actual production should such Material(s) develop into a bona fide television program, motion picture, or other work. I agree that no contract or obligation of any kind is assumed by Company, or may be implied against Company, by reason of Company’s review of the Material(s) and/or any discussions or negotiations Company may have concerning the Material(s). Specifically, I understand that neither my submission of the Material, nor Company’s review of the Material(s), constitutes or creates an implied-in-fact or implied-in-law contract, even if an industry custom to the contrary exists.
4. I represent and warrant that: (a) I am the sole owner, creator and author of the Material(s), that the Material(s) is my own original story or work, and that I have the exclusive right and authority to submit/assign/sell/transfer the same to Company upon the terms and conditions stated herein, including with respect to the title of the Material(s) (if any); (b) the Material(s) 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(s); (c) there are no third parties having any proprietary or other interest in the Material(s); and (d) I have the full right and authority to enter into this Agreement for myself and on behalf of any organization with a proprietary interest in the Material(s). I agree to indemnify Company from and against any third party liabilities, losses, claims, demands, damages, judgments, awards, costs (including reasonable attorney’s fees and expert witness fees), suits or expenses that may be incurred by Company at any time in connection with the Material(s), or any use thereof, including but limited to those arising in connection with any breach or alleged breach of the representations and warranties in this Agreement.
5. I agree that Company shall have the right to use any portion of the Material(s), without any liability or obligation to me, that (a) is not legally protectable under the United States laws of copyright, or (b) is not sufficiently “novel”, “concrete” or “original” as those terms are defined by the laws of those jurisdictions that recognize novelty as an element of an implied contract or breach of confidence claim, or (c) is similar to or contains significant elements of a concept Company already had under consideration or in development at the time of my submission, or (d) has been made public by anyone at the time of my submission, or (e) is in the public domain, or (f) would be freely usable by a third person if it had not been accepted as a submission. Nothing contained in this Agreement nor the fact of my submission of the Material(s) to Company shall be deemed to place Company (or any person or entity to whom Company may show the Material(s)) in any different position than any member of the general public with respect to portions of the Material(s) that are not legally protectable as set forth above by reason of my submission of the Material(s) to Company.
6. I agree and acknowledge that Company has access to and/or may have created or may create in the future 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(s) 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 individual or entity or that may have come to Company from any other independent source. I agree that, in any dispute arising from any alleged use of the Material(s), I will bear the burden of proving that Company did not independently create the alleged similar materials or ideas or obtain them from a source other than me. I agree and acknowledge that no presumption of inference of copying or use shall arise or be asserted by virtue of (a) any similarity between Company’s work and the Material(s); or (b) the fact that I submitted the Material(s) to Company and that Company had access to it.
7. In the event Company commercially exploits the Material(s), I grant to Company the worldwide perpetual right to use and license others to use my name, photograph, likeness and biography in marketing, advertising, publishing or otherwise exploiting the Material(s) or any portion thereof in any medium including, without limitation, any television program, pilot or series produced from or utilizing the Material(s). Neither I nor any of my representatives shall issue or authorize the issuance of any publicity with respect to the Material(s) or other matters referred to herein.
8. In the event of any dispute concerning any alleged use of the Material(s) (including a dispute about whether Company has used legally protectable portions thereof or infringes any copyright or trademark or any other rights in the Material(s)), or any other dispute arising out of or in connection with the Material(s) 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:
1. 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 Cook County, Illinois for entry of such arbitration judgment only;
2. 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, including the Optional Appeal Procedure, at the Chicago 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 Illinois Rules of Evidence in adjudicating the dispute. The parties shall be responsible for payment of all of their own costs, fees and expenses, including attorneys’ fees, of arbitrating any dispute;
3. I am waiving my right to seek remedies in court, including the right to a jury trial;
4. If it is determined by the Arbitrator that Company improperly used the Material(s) 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 consistent with reasonable compensation for Company’s use of the Material(s), and I expressly waive any right to any other form of relief, including but not limited to injunctive relief, any form of consequential or punitive damages and/or any alternate calculation of damages;
5. In no event shall any award be based in any part upon advertising revenues received by Company in connection with the Material(s) and/or arising from or relating to any exploitation, development, distribution or other use of the Material(s);
6. By accepting 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(s) or by reason of any claim now or hereafter made by me that Company has used or appropriated the Material(s).
10. Company may transfer, assign or license to any person, firm or corporation, 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 have retained at least one copy of the Material(s), and I hereby release Company of and from any and all liability for loss of, or damage to, the copies of the Material(s) submitted to Company hereunder.
12. I am executing this Agreement voluntarily, without coercion or undue influence from any source. 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. I have read and understand this Agreement and no oral representations of any kind have been made to me. Any modification or waiver of any of the provisions of this Agreement must be in writing and signed by both the Company and I.
13. I agree, upon request from Company, to execute, verify, acknowledge and deliver to Company any and all other documents consistent herewith which Company may reasonably deem necessary or advisable to evidence, establish, maintain, defend and effectuate any of Company’s rights under this Agreement and to the Material(s).
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.