I am today submitting to you the material, which I have described on the Sam Okun Productions Submission Form, and I request that you evaluate the Material.

 

               I understand and agree that you do not undertake to consider the Material in confidence. I have not previously submitted or disclosed the Material to you, and you have not made any prior inducement, promises or representations to me regarding the Material. You shall have no obligation to me in any respect whatsoever with regard to the Material until each of us has executed a written agreement setting forth your obligations.

 

               I have retained a copy of the Material, and I agree that you shall not have any obligation to return to me the copy submitted to you nor for any loss or damage thereto.  

 

               I acknowledge that because of your position in the entertainment industry, you receive numerous submissions of ideas, formats, stories, suggestions and the like, and that many such submissions heretofore or hereafter received by you might be similar to the Material. I acknowledge and agree that no fiduciary or confidential relationship exists between you and me, and I further acknowledge that no such relationships are established by reason of this Agreement or by reason of my submission of the Material. I further agree that any discussions that we may have with respect to the Material shall not constitute any agreement, expressed or implied, as to the purchase or use of any part of the Material or any other ideas or material that I disclose to you either orally or in writing.

 

               If the Material includes material in the public domain or owned by a third party, I understand and agree that you will have the same rights to, or rights to acquire, such material which members of the public may have. Neither my submission to you nor anything in this Agreement shall be deemed to limit or restrict your freedom, or obligate you to me in such regard, nor prohibit your use, without obligation to me, of materials submitted to, acquired by, or created by you prior to or after my submission to you hereunder. Furthermore, if the Material is not new, novel or unique, or was not originated by me or has not been reduced to concrete or protectible form, or if because other persons, including your employees, have heretofore submitted or hereafter submit, independently, similar or identical material, then you shall not be liable to me for your use of the Material or such other similar or identical material, and you shall not be obligated in any respect to compensate me for any such use by you.

 

               If you desire to use the Material, then you shall notify me thereof and you and I will negotiate in good faith for the execution of an express written contract for the acquisition by you of any or all rights in the Material, which you may desire to acquire.

 

               I acknowledge that your use of other material containing elements similar to or identical with those contained in my Material shall not obligate you to negotiate with me nor entitle me to any compensation if you have an independent right to use such other material. Should any controversy arise in connection with the Material or this Agreement, such controversy shall be conclusively determined by arbitration in the city of Los Angeles under the rules of the American Arbitration Association, before a single arbitrator. Any arbitration proceeding that I may choose to bring against you shall be initiated within six (6) months after the date of your first use of any element of the Material that I claim to be mine. Any award favorable to me shall be limited to a monetary award which shall bear a reasonable relationship to monies normally paid by you to persons of comparable experience and stature in the entertainment industry for similar material or elements, and the fair market value thereof, taking in consideration my experience and stature in the entertainment industry, measured as of the date of this Agreement. In no event shall the arbitrator be empowered to award attorney’s fees or equitable relief. Any arbitration award will provide for you and me to bear our own costs of arbitration, which costs shall include our respective attorney’s fees.

 

               I agree that I must give you actual written notice by certified or registered mail of any claim arising in connection with the Material or arising in connection with this Agreement, including any claim by me or on my behalf.

 

                             You may assign your rights under this Agreement to any person or entity.

 

               I hereby represent and warrant: (a) that all parts and elements of the Material were created and are solely owned by me and that no other person or entity has any right, title or interest therein or thereto; (b) that I have the full right and authorization to submit the Material to you upon all of the terms and conditions herein stated; and (c) that no person or entity except those also signing below have collaborated with me in creating any part or element of the Material.

 

               I agree to indemnify you and hold you harmless from and against any claim, loss, obligation, liability or expense, including reasonable attorney’s fees, that may be asserted against you or incurred by you in connection with any part or element of the Material or any use thereof.

 

               This writing constitutes our entire understanding. No other agreement, written or oral, express or implied, exists between us with respect to the Material. Any modification or waiver hereunder or termination hereof must be in writing, signed by both of us. This understanding shall be construed in accordance with the laws of the State of California applicable to agreements executed and fully performed therein. The invalidity of any provision hereof shall not affect the remaining provisions. Any references to “you” shall be deemed also to refer to your subsidiary, parent and affiliated corporations, entities under common ownership or control with you, and your and their shareholders, directors, officers, agents, employees, attorneys, licensees, successors and assigns.

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Your completion of the Sam Okun Productions Submission Form shall constitute this a binding agreement.