Drew Heriot and his licensees, assigns, successors, and/or parent and subsidiary companies (collectively, “Drew”) receives numerous proposals relating to possible films, television, programs, series and other ideas, and Drew is constantly developing new concepts internally and pursuant to contractual relationships with third parties. To the extent anyone wishes to submit any material to Drew, he or she may only do so subject to their acceptance and agreement to the following terms and conditions.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree to the following terms and conditions:
- You acknowledge that you are submitting the “Submitted Material” (which is defined as any and all materials submitted by you to Drew, including without limitation, any scripts, treatments, screenplays/teleplays, concepts, ideas, storyboards, titles, characters, dialogue, drafts, outlines, sketches, drawings, illustrations, music, and lyrics) voluntarily, on an unsolicited basis, and not in confidence, and that no confidential relationship is intended or created between you and Drew by the submission of the Submitted Material. Nothing in this Agreement, or the submission of the Submitted Material, will be deemed to place you and/or Drew in any different position from any other member of the public with respect to the Submitted Material, unless and until Drew makes a proposal, if ever, and you and Drew enter into a signed written agreement in connection with the Submitted Material, as set forth below, if ever, if applicable. Accordingly, until such time as a signed written agreement is entered into by you and Drew, if ever, Drew may use any part of the Submitted Material that any member of the public freely could use without liability to you.
- You acknowledge that Drew has received and will in the future receive numerous proposals and submissions from third parties.
- Drew is developing material and concepts using in-house staff and other third parties, and Drew may already have been working, prior to your submission of the Submitted Material, on concepts or programming similar to what is contained in the Submitted Material.
- Should Drew desire to acquire any of the Submitted Material, you agree that you will negotiate in good faith (and in accordance with entertainment industry custom and practice) with Drew. You agree to immediately notify Drew in writing if you assign, transfer, license, sell, option or otherwise dispose of any of the right, title, or interest in and to the Submitted Material.
- You represent and warrant that all of the Submitted Material, including, without limitation, all underlying material thereof, is original with you and that no other party has any right, title or interest in and to any of the Submitted Material. You agree to indemnify and hold Drew (and Drew’s affiliates) harmless from all claims, suits, liabilities, costs, and expenses resulting from or arising out of your breach hereof.
- You will not be entitled to any compensation from Drew with respect to the Submitted Materials or otherwise, and no obligation of any kind (whether financial or otherwise) is created, assumed or may be implied against Drew for Drew’s review or failure to review the Submitted Material or any discussions or negotiations you may have with Drew, unless you enter into a formal, binding, written agreement with Drew.
- You agree that you will not be entitled to any compensation because of the use by Drew of any proposal or material, even if similar or identical to the Submitted Material, which may have been independently created by Drew and/or Drew’s employees or affiliated third parties, or which may have come to Drew and/or Drew’s employees or affiliated third parties from any other independent source.
- You understand that the Submitted Material will not be returned, and you agree to retain at least one (1) copy of the Submitted Material, and you hereby release Drew from and against all liability of loss of, or damage to, the Submitted Material.
- You hereby irrevocably waive any right to seek or obtain any injunctive relief against Drew.
- Any dispute, claim or controversy arising out of or relating to the Submitted Material, will be determined by confidential arbitration in Los Angeles County, California, before one (1) arbitrator in Los Angeles, CA in accordance with JAMS Arbitration Rules and Procedures. The prevailing party will be awarded reasonable costs, including, but not limited to, reasonable attorneys’ fees, associated with the arbitration.
- Your agreement to these terms and conditions will inure to the benefit of the parties hereto and their respective heirs, successors, representatives, assigns, and licensees.
- The invalidity of any provision hereto will not affect the remaining provisions.
- You hereby agree that you have read and understand this agreement and that no other representations of any kind, whether oral, written, or otherwise, have been made to you, and that these terms and conditions reflect our entire understanding with reference to the subject matter hereof. Any modification or waiver of any of these provisions must be in writing and signed by you and Drew.
- You agree and acknowledge that by checking the box on this form you accept and agree to the terms and conditions set forth herein and further that your act of checking the box will be deemed as your digital signature on this agreement for all purposes.