Submitter understands and agrees that the execution of this Release is a precondition to Red Arrow's review of any materials submitted. All references to Red Arrow shall include Red Arrow's directors, officers, agents, employees, consultants, licensees, successors and assigns.
In consideration of Red Arrow's review and consideration of the Proposal, Submitter hereby agrees as follows:
Submitter acknowledges that because of Red Arrow's position in the entertainment industry, Red Arrow receives numerous unsolicited submissions of ideas, format, content, stories, suggestions, talent concepts, programming, program concepts, business development ideas and the like and that many such submissions heretofore or hereafter received by Red Arrow are similar to those developed by Red Arrow or Red Arrow's employees or otherwise available to Red Arrow. Submitter understands that he/she/it will not be entitled to any compensation because of the use by Red Arrow of any such similar material. Submitter further understands that Red Arrow would refuse to accept or otherwise evaluate the accompanying Material in the absence of Submitter's acceptance of each and all of the provisions of this Release.
Submitter acknowledges that no fiduciary or confidential relationship now exists between Red Arrow and him/her/it, and Submitter further acknowledges that no such relationships are established between Red Arrow and him/her/it by reason of this Release or by reason of his/her/its submission to Red Arrow of his/her/its Material. On the other hand, Submitter shall retain all rights to submit this or similar material to persons other than Red Arrow.
Submitter requests that Red Arrow read and evaluate the accompanying Material; however, Red Arrow shall have no obligation to do so nor to inform Submitter of its evaluation, if any, or any information regarding Red Arrow's activities in the field to which the Material pertains.
Submitter represents and warrants that he/she/it is the sole originator and author of said Material; that he/she/it is the present and sole owner of all right, title and interest in and to said Material; that he/she/it has the exclusive, unconditional right and authority to submit and/or convey said material to Red Arrow upon the terms and conditions set forth herein; that no third party is entitled to any payment or other consideration as a condition of the exploitation of said Material; that all of the important features of said Material are summarized herein and that such Material is not defamatory and does not infringe upon or violate any privacy rights, copyrights, trademarks, publicity or other intellectual or proprietary rights of any third party. Submitter will indemnify Red Arrow from and against any and all claims, expenses, losses or liabilities (including, without limitation, reasonable attorneys' fees and punitive damages) that may be asserted against Red Arrow or incurred by Red Arrow at any time in connection with said Material, or any use thereof, including without limitation those arising from any breach or alleged breach of the representations, covenants, warranties and agreements made by herein.
Red Arrow may use without any obligation whatsoever to Submitter and without any payment to Submitter, any of the Material which is not concrete, or which is not protectable as literary property under the laws of plagiarism, or which a third person would be free to use if the Material had not been submitted to him or had not been the subject of any agreement with him, or which is in the public domain, i.e., any parts of the Material that are solely owned and controlled by Submitter pursuant to 15 U.S.C.A. §1051 et. seq. and/or protected by copyright for Submitter's benefit pursuant to 17 U.S.C.A. §101 et. seq. Any of said Material which, in accordance with the preceding sentence, Red Arrow is entitled to use without obligation to Submitter is hereinafter referred to as "unprotected material". If all or any part of said Material does not fall in the category of unprotected material and if it has not been independently created by or come from Red Arrow or any client of Red Arrow or an independent source, such part, if any, is hereinafter referred to as "protected material".
Red Arrow agrees that if Red Arrow uses or causes to be used any protected material provided it has not been obtained from, or independently created by, another source, Red Arrow will pay or cause to be paid to Submitter an amount which is comparable to the compensation normally paid for similar material or an amount equal to the fair market value thereof as of the date of this Release, whichever is greater.
Submitter agrees to give Red Arrow written notice by registered mail at Red Arrow's address as set forth in the address portion of this letter, of any claim arising in connection with said Material or arising in connection with this Release within ten (10) calendar days after Submitter acquires knowledge of such claim, or of Red Arrow's breach of failure to perform the provisions of this Release, or if it be sooner, within thirty (30) calendar days after Submitter acquires knowledge of facts sufficient to put him/her/it on notice of any such claim, or of Red Arrow's breach or failure to perform. Submitter's failure to so give Red Arrow written notice will be deemed an irrevocable waiver of any rights Submitter might otherwise have with respect to such claim, breach or failure to perform. Red Arrow shall have ten (10) calendar days after receipt of such notice to attempt to cure any alleged breach or failure to perform prior to the time that Submitter may further assert any claim or cause of action as provided hereinafter.
In the event of any dispute concerning said Material or concerning any claim of any kind or nature whatsoever, arising in connection with said Material or arising in connection with this Release, such dispute will be submitted to binding arbitration. Each party hereto hereby waives any and all rights and benefits which he, she or it may otherwise have or be entitled to under the laws of the State of Tennessee or any State to litigate any such dispute in a court of law. Either party hereto may commence arbitration proceedings by giving the other written notice thereof by registered mail and proceeding thereafter in accordance with the rules and procedures of the American Arbitration Association. The arbitration shall be conducted in the County of Knox, in the State of Tennessee and in accordance with the then prevailing rules of the American Arbitration Association. The arbitrators' award shall be final and binding and a judgment upon the award may be enforced by any court of competent jurisdiction. The prevailing party in any arbitration pursuant to this Release will be entitled to recover its costs and expenses, including attorney's fees and expert's fees.
Either party may assign or license his, her, its or their rights hereunder, but such assignment or license shall not relieve either party of its obligations hereunder. This Release shall inure to the parties' benefit and to the benefit of the parties' heirs, successors, representatives, assigns and licensees, and any such heir, successor, representative, assign or licensee shall be deemed a third party beneficiary under this Release.
Submitter hereby acknowledges and agrees that there are no prior or contemporaneous oral agreements in effect between Red Arrow and Submitter pertaining to said Material, or pertaining to any material (including, but not limited to, agreements pertaining to the submission by Submitter of any ideas, formats, plots, characters, or the like). Submitter further agrees that no other obligations exist or shall exist or be deemed to exist unless and until a formal written agreement has been prepared and entered into by both Red Arrow and Submitter, and then Red Arrow's and Submitter's rights and obligations shall be only such as are expressed in the formal written agreement.
Should any provision or part of any provision of this Release be void or unenforceable, such provision or part thereof shall be deemed omitted, and this Release with such provision or part thereof omitted shall remain in full force and effect. This Release shall at all times be construed so as to carry out the purposes stated herein. The representations, warranties and indemnities shall survive the termination, completion or expiration of the review process.
This Release shall be governed by the laws of the State of Tennessee applicable to agreements executed and to be fully performed therein and venue for any legal action instituted with respect hereto shall be exclusively in Knox County, Tennessee.
Submitter hereby states that he/she/it has read and understands this Release and that no prior inducements, promises, or representations of any kind have been made to him/her/it, that this Release states the entire understanding with reference to the subject matter hereof. Any modification or waiver of any of the provisions of this Release must be in writing and signed by all parties.