This agreement (“Agreement”) is entered into as of the submission date (the “Effective Date”) between you (“Artist”), on the one hand, and NoQueryLetter.com and its related entities, affiliates, clients, principals, employees, agents, successors, assigns, and/or licensees (as applicable) (collectively and severally, “Company”), on the other hand, in connection with Company’s potential consideration of materials submitted or otherwise provided to Company as an electronic submission and/or in support of such submission which may include, but will not be limited to, a theme, idea, plot, format, synopsis, outline, screenplay, teleplay, trailer, teaser, artwork, and/or storyboards (collectively, the “Material”) for possible script coverage or potential use by Company.
The parties agree as follows:
- By executing this Agreement, Artist requests this opportunity to submit the Material to Company, Artist makes this submission voluntarily and on an unsolicited basis, and Artist represents and warrants that Artist has not previously submitted or otherwise disclosed the Material to Company. Artist acknowledges that this Agreement (a) governs all Material, whether disclosed to Company concurrently with, or before or after, the execution of this Agreement, (b) applies
also to any Material submitted to Company by another source, directly or indirectly, by or through Artist, and (c) applies also to any Material submitted by another means or medium, including, without limitation, on any telephone call(s) or in in-person or virtual meeting(s). Artist understands and acknowledges that Company would refuse to accept, consider, or
otherwise evaluate the Material in the absence of Artist’s acceptance of each provision of this Agreement. Company is solely responsible for the rules and policies governing Company’s possible review and selection of Material for potential script coverage or potential use by Company. Artist shall cause all submitted written Material to be in the English language,
and shall provide Company with accurate, current, and complete information, including Artist’s full legal name, physical mail address, and email address, as well as any other information requested by Company. Company may give the submission of the Material such consideration as it merits in Company’s sole judgment, and Company may determine, in Company’s sole discretion, whether to select any Material for possible script coverage or potential use by Company. - Artist understands that it may be necessary for Company to disclose the Material to Company’s employees, and possibly even to those outside of Company’s employ. Artist acknowledges that Artist has no expectation of confidentiality by reason of Artist’s submission of the Material to Company or by reason of any oral discussions that Company and Artist at any time
have with respect to the Material (or any idea relating to the Material). - Company or [Name(s) of Other Released Entity(ies)], or any of their subsidiaries, affiliates, or parents, or any successors, assigns, or licensees of any of the foregoing, or any shareholders, members, managers, officers, directors, employees, contractors, representatives, or agents of any thereof (collectively and severally, “Company Parties”) may use, without any payment or any other obligation whatsoever to Artist, any part of the Material that: (a) is not protected under the
copyright laws of the United States, 17 U.S.C. §101 et seq.; or (b) is similar to or identical to materials under consideration or in development by any Company Parties at the time of Artist’s submission or disclosure, or following Artist’s submission or disclosure; or (c) is similar or identical to any other material independently created at any time by Company personnel or any third party; or (d) constitutes material wholly owned or controlled by any Company Parties (collectively,
the “Unprotected Material”). If all or part of the Material does not fall in the definition of Unprotected Material, then such Material (if any) is hereinafter referred to as “Protected Material.” The Company Parties will not be obligated to enter into an agreement with Artist or compensate Artist in connection with the use by any Company Parties of any Unprotected
Material. For clarity, the Company Parties will have the right to use such Unprotected Material without any obligation to Artist whatsoever. Neither Company’s acceptance of the Material for review nor any statements made by Company regarding the Material will be construed as an admission that Company regards the Material, or any part thereof, to be Protected Material. - If Company selects any Material for potential use by Company (“Selected Material”) and Company notifies Artist of such selection (the “Selection Notice”), and provided, no third party has acquired any rights in that Selected Material prior to Artist’s receipt of the Selection Notice (it being understood and agreed that Artist shall notify Company in writing of the existence of any such third-party acquisition and the identity of the buyer immediately following Artist’s receipt of the Selection Notice), then:
a. Artist shall negotiate in good faith with Company, subject to the customary deal parameters of Company and within Company’s approved budget parameters, the terms of Artist’s grant to Company of the exclusive option to acquire the applicable Selected Material, consistent with customary standards and practices in the entertainment industry;
b. Artist shall render any services required by Company on a “work made for hire” basis on terms to be negotiated in good faith within Company’s customary deal parameters and within Company’s approved budget parameters; and
c. In negotiating any agreement(s) with Company, Artist shall not withhold, condition, or delay negotiation or finalization of such agreement(s) or otherwise frustrate the development, production, financing, or exploitation of any project. - Upon Company’s request, Artist shall assist Company and take any and all steps and proceedings required by the law of any jurisdiction in which the Material is or may be published to secure copyright in the Material and to prevent the Material from falling into the public domain by reason of any such publication. Artist shall take such steps as may be necessary to renew or extend, insofar as possible, any copyrights now or hereafter secured upon the Material. If Artist fails to do any of the things specified in this Paragraph, Artist hereby irrevocably grants Company the power coupled with an interest to perform such acts and take such proceedings in the name and on behalf of Artist as Artist’s attorney in fact, with full power of substitution and delegation.
- For the avoidance of doubt, in the event Company does not select any Material, the parties will have no further obligation to each other, except as otherwise set forth herein.
- It is understood and agreed that no contract exists between the parties relating to the Material, other than that created by this Agreement. This Agreement does not create any employment, agency, or fiduciary relationship of any kind between the parties. No obligation of any kind is assumed or may be implied against Company by reason of the submission of the Material and/or Company’s review of the Material or any discussions or negotiations Artist and Company may have, except pursuant to an express written agreement hereafter executed by Artist and Company or as otherwise expressly set forth herein. Without in any way limiting the foregoing, Company is under no obligation to review, select, provide script coverage on, or use the Material. If Company deems it necessary, Artist shall negotiate in good faith additional waivers and release agreements, as requested by Company.
- Artist represents and warrants that: (a) Artist is at least eighteen (18) years of age; (b) Artist is the sole owner and author of the Material, including all ideas, creative elements, and any other materials and information contained in the Material; (c) Artist has the exclusive right and authority to submit the same to Company upon the terms and conditions stated herein and to grant the rights set forth or referred to herein; (d) no third party has collaborated with Artist in creating the Material, provided any material or information for inclusion in the Material, or has any ownership rights in and to the Material or any component thereof; (e) the Material does not infringe upon or violate any intellectual property rights or other rights of any third party, including, without limitation, copyrights, trademarks, patents, or rights of privacy or publicity, and does not
include any material that is defamatory, threatening, indecent, obscene, or offensive, or that is unlawful, in violation of or contrary to any applicable laws or regulations, or that requires a license from any third party; (f) no rights in the Material have previously been granted to anyone nor has the Material otherwise been exploited in any way; and (g) there are no liens, encumbrances, pending or threatened actions, suits, or other claims concerning the Material. Artist shall indemnify and hold harmless Company Parties from and against any liabilities, losses, claims, damages, actions, demands, costs (including reasonable attorney’s fees), or expenses arising out of, relating to, or founded upon any breach or alleged breach of any of Artist’s representations, warranties, and/or obligations herein, and/or Artist’s gross negligence and/or
intentionally tortious or reckless acts or omissions. - Artist shall at all times keep confidential, and shall not use in any manner that is detrimental to any Company Parties or the interests of any Company Parties, the following: any non-public information relating to any project being developed, produced, or exploited by any Company Parties (including, but not limited to, plots, stories, characters, dialogue, show budgets, salaries, development plans, marketing plans and surveys, costs, and other financial information), the terms of the Agreement, and all other information relating to any Company Parties and/or the business of any Company Parties (collectively, the “Confidential Information”). Artist shall have a continuing duty, which shall survive the termination of the Agreement, to not disclose any Confidential Information to any person or entity in any manner, except as expressly authorized by Company in writing, as required by law, or as necessary for Artist to perform his/her services to Company. Notwithstanding the foregoing, Artist’s incidental, truthful, and non-disparaging reference solely to Artist’s submission of the Material rather than any of said matters set forth herein will not be deemed a breach of this Paragraph. The provisions of this Paragraph will survive the expiration and/or termination of the Agreement in due course or otherwise.
- All notices which any party is required or may desire to give to another party under this Agreement shall be in writing, and shall be delivered (a) by personal service with reasonable evidence of receipt (e.g., receipt executed by or on behalf of the addressee[s]), (b) by an internationally recognized courier service (e.g., FedEx, UPS) with proof of delivery, (c) by United States first class, registered, or certified mail (return receipt requested), postage prepaid, or (d) by email with reasonable evidence of receipt (e.g., confirmation by reply email or “read receipt”), addressed to the party at the address set forth below:
If to Company:
c/o Ramo Law PC
10351 Washington Blvd.
Culver City, CA 90232
Attn: Michael Peters, Esq. and Mary Trier, Esq.
Email: michael@ramolaw.com and mary@ramolaw.com
If to Artist:
at the applicable contact information provided by Artist to Company pursuant to Paragraph 1
above.
Any notice will be deemed duly given when received by the applicable addressee(s) thereof. Either party may from time to time change its address for further notices hereunder by giving notice to the other party in the manner prescribed in this Paragraph. - Company will have the right to assign this Agreement (or any of its rights and obligations hereunder), and to delegate its duties at any time and from time to time, to any person or entity. Upon any such assignment, Company will be released and discharged of and from any and all duties, obligations, and liabilities arising under this Agreement or the rights and obligations assigned, as applicable. This Agreement shall not be assignable by Artist and any purported assignment of the Agreement by Artist shall be null and void from the making thereof.
- This Agreement will be governed by and interpreted pursuant to the laws of the State of California applicable to agreements executed and to be wholly performed therein without reference to choice of law rules. The parties agree to submit any and all disputes arising out of or relating to this Agreement to binding, final, and confidential arbitration. The arbitration shall be initiated and conducted at the Los Angeles office of JAMS or its successor (“JAMS”) according to either the JAMS Streamlined (for claims under or equal to US$250,000) or the JAMS Comprehensive (for claims over US$250,000) Arbitration Rules and Procedures, as said rules may be amended from time to time. The arbitration shall be presided over by a single arbitrator with at least ten (10) years of entertainment industry experience, who shall issue a detailed and reasoned award within thirty (30) days from the date the arbitration hearing concludes. Each party hereby irrevocably submits to the jurisdiction and venue of the state or federal courts of the State of California in the City and County of Los Angeles for all non-arbitrable purposes, including, but not limited to, in connection with any petition to confirm, vacate, or modify an arbitration award obtained pursuant to this Paragraph. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The prevailing party in any arbitration shall be entitled to recover its reasonable outside attorneys’ fees and costs incurred in connection with the dispute. This Agreement and applicable Company guidelines describe your rights and obligations as an artist submitting Material to Company. Please read this Agreement carefully. By checking the “I ACCEPT” buttons below, you indicate that you have read, understood, and agreed to the terms of this Agreement and that this Agreement may be electronically signed.
- By agreeing to submit the Material to Company, Artist understands that Artist may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, Artist hereby acknowledges that Artist has read and understands, and hereby expressly waives, the benefits of Section 1542 of the Civil Code of California (or any other similar statute), which provides as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. Notwithstanding such provisions, this Agreement will constitute a full release in accordance with its terms. Artist knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law, or rule of similar effect, and acknowledges and agrees that this waiver is an essential and material term of this Agreement.
- Artist waives any right to injunctive or other equitable relief, including, without limitation, any right to rescind or terminate this Agreement, or to enjoin the development, production, exhibition, or other exploitation of any project based on any Material or otherwise produced by Company or any promotion or advertising thereof. A breach hereof by Artist may cause Company irreparable injury and Company will be entitled to seek injunctive and other equitable relief to secure enforcement of this Agreement, it being understood that seeking to obtain such relief will not waive Company’s other rights set forth herein or at law.
- Artist has retained at least one copy of the Material, to the extent possible, and Artist hereby releases Company of and from any and all liability for preservation, return, or loss of, or damage to, the Material submitted by Artist hereunder.
- Should any provision or part of any provision of this Agreement be deemed to be void or unenforceable, such provision or part thereof will be deemed omitted, and this Agreement with such provision or part thereof omitted will remain in full force and effect. This Agreement will at all times be construed so as to carry out the purposes hereof to the maximum extent permitted by law. Artist is executing this Agreement voluntarily and does so with complete understanding of all of its terms and effects and every portion thereof. Artist hereby states that Artist has read and understands this Agreement, that no oral representations of any kind have been made to Artist by or on behalf of Company, and that this Agreement states the entire understanding between Artist and Company with reference to the Material and the subject matter hereof. Any modification or waiver of any of the provisions of this Agreement must be in writing and signed by both Artist and Company. Artist has either consulted an attorney prior to signing this Agreement or has had sufficient opportunity to do so, and Artist acknowledges that Company advises Artist to consult an attorney prior to signing this Agreement. If this Agreement is translated into any other languages, in whole or in part, then, in the event of any conflict, the English language version of this Agreement will control.
- This Agreement and applicable Company guidelines describe your rights and obligations as an artist submitting Material to Company. Please read this Agreement carefully. By checking the “I ACCEPT” buttons below, you indicate that you have read, understood, and agreed to the terms of this Agreement and that this Agreement may be electronically signed.