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BizIPEsq.
BizIPEsq., Attorney
Category: Business Law
Satisfied Customers: 996
Experience:  I am a business attorney. I represent individuals and companies with all business related matters.
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I have a question about a contract. I want to know more about

Customer Question

I have a question about a contract. I want to know more about it before I sign it.
Submitted: 1 year ago.
Category: Business Law
Expert:  MDLaw replied 1 year ago.

Hello and thank you for using the JA website. I look forward to assisting you.

 

What is your legal question?

 

 

Customer: replied 1 year ago.
Okay I'm getting ready to shop around a a treatment for a movie. I found this one company that wants me to sign something before I send in anything to them. I was wondering if you can take a look at the agreement and tell me what the agreement is exactly saying and if its legitimate or fair.
Expert:  MDLaw replied 1 year ago.

We are prohibited from giving legal advice on this site and it sounds like that is what you are seeking, Aisha. If, however, you are seeking simply legal information on, for example, a particular clause, or general information about such contracts, then I or another expert can most definitely assist you . Please let me know.

Customer: replied 1 year ago.
Well basically what I'm asking for is if you can help me to understand the agreement?
Expert:  MDLaw replied 1 year ago.

If you post what parts you need help understanding, that I can help you with. I can't give you advice though (i.e. I can't review the agreement for you or suggest changes or tell you what to do or not do).

 

 

Customer: replied 1 year ago.
Okay this is an portion of the agreement below:

SUBMISSION AGREEMENT
Date: ___________________
Director of Development
High Noon Productions LLC
2450 Colorado Avenue Ste. 150
Santa Monica, CA 90404
Dear Sir/Madam:
1. I am submitting to High Noon Productions, LLC (hereinafter referred to as “High Noon” which term
shall also include High Noon’s related entities, employees, agents, licensees, successors, assigns, and all parties
to whom High Noon may submit Materials) the following described concepts, premises, ideas, treatments,
outlines, formats, proposals, literary material or other properties (hereinafter referred to as the “Material(s)”):
[INSERT DETAILED DESCRIPTION WITH ATTACHMENT IF NECESSARY]
Pages_______
2. I understand that High Noon has adopted a policy of refusing to accept, consider or evaluate unsolicited
material from unrelated or unrepresented parties, including, without limitation, concepts, premises, ideas,
treatments, outlines, formats, proposals, literary material or other properties, 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 High Noon would refuse to accept, consider or otherwise evaluate any
of the above materials (including the Material) in the absence of my acceptance of each and all of the provisions
of this Agreement. I understand and agree that no confidential relationship is established by my submitting the
Material to High Noon hereunder. I shall retain all rights to submit this Material or similar material to persons
or entities other than High Noon unless I enter into an agreement with High Noon as set forth in Paragraph 7 of
this Agreement.
3. High Noon makes no promises, either explicit or implicit, relative to its acceptance of the Material; and
except for the compensation set forth in this agreement, there shall be no remuneration whatsoever associated
with the Material, nor is there any promise of employment associated with the submission of the Material, either
during High Noon’s development of such Material (if any) or during actual production should such Material
develop into a bona fide television program, motion picture, or other work.
4. I represent and warrant that: (a) I am the sole owner and author of the Material, that the Material is my
own original work, and that I have the exclusive right and authority to submit the same to High Noon upon the
terms and conditions stated herein, including with respect to the title of the Submission (if any); (b) the Material
was created and written by me without any suggestion or request from High Noon that I write or create the
Material; (c) there are no third parties having any proprietary or other interest in the Material; and (d) I have the
full right and authority to enter into this Agreement for myself and on behalf of any entity indicated on the
signature block below. I agree to indemnify High Noon against any liabilities, losses, claims, demands,
damages, judgments, awards, costs (including reasonable attorney’s fees), suits or expenses arising in
connection with any breach or alleged breach of the representations and warranties in this Agreement.
5. I agree that High Noon shall have the right to use any portion of the Material which is not legally
protectable under the laws of copyright or that is not sufficiently “novel” as that term is defined by the laws of
those jurisdictions that recognize novelty as an element of an implied contract or breach of confidence claim
2
Submission Agreement For Non-Employees No Comp BSM EXE_LAnonmonetary-2.doc
without any liability or obligation to me. Nothing contained in this Agreement nor the fact of my submission of
the Material to High Noon shall be deemed to place High Noon (or any person or entity to whom High Noon
may show the Material) in any different position than anyone else with respect to portions of the Material that
are not legally protectable as set forth above by reason of my submission of the Material to High Noon.
6. I agree and acknowledge that High Noon has access to and/or may create or have created concepts,
premises, ideas, treatments, outlines, formats, proposals, literary material or other properties which may be
similar or identical to the Material 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 High Noon or any other entity
or that may have come to High Noon from any other independent source.
7. If High Noon commercially exploits or causes to be commercially exploited any legally protectable
portion of the Material under the laws of copyright in connection with the development of a television program
and (i) the Material, in High Noon’s sole reasonable discretion, is not similar to any other material that High
Noon had previously developed or was currently developing at the time I submitted the Material, or material that
was otherwise independently created by High Noon; (ii) the Material, in High Noon’s sole reasonable discretion,
is not similar to any other material previously submitted to High Noon; and (iii) the Material, in High Noon’s
sole reasonable discretion, is sufficiently novel, then the parties shall enter into a separate agreement with
respect to High Noon’s use of the Material which shall provide for payment by High Noon to me of
compensation to be negotiated in good faith and assignment by me to High Noon of all right, title, and interest in
the Material.
8. In the event High Noon commercially exploits the Material as set forth in Paragraph 7, I grant to High
Noon the perpetual right to use and license others to use my name, photograph, likeness and biography in
marketing, advertising, publishing or otherwise exploiting the Material or any portion thereof in any medium
including, without limitation, any television program, pilot or series produced from or utilizing the Material.
Neither I nor any of my representatives shall issue or authorize the issuance of any publicity with respect to the
Material or other matters referred to herein.
9. In the event of any dispute concerning any alleged use of the Material (e.g., whether High Noon has
used legally protectable portions thereof or infringes any copyright or trademark or any other rights in the
Material), or any other dispute arising out of or in connection with the Material 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:
a. 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 Centennial, Colorado.
b. Any arbitration pursuant to this agreement shall be conducted in Colorado, before a single arbitrator
familiar with the television industry and pursuant to the American Arbitration Association’s (“AAA”)
commercial arbitration rules.
c. High Noon and I are waiving our right to seek remedies in court, including the right to a jury trial.
d. If it is determined by the Arbitrator that High Noon or any of its parents, subsidiaries, affiliated
companies, or employees improperly used the Material in violation of the terms of this Agreement, I agree
that the sole remedy that can be awarded in any Arbitration against High Noon or its affiliated companies
or employees shall be a monetary award consistent with the terms of Paragraph 7 above, 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.
3
Submission Agreement For Non-Employees No Comp BSM EXE_LAnonmonetary-2.doc
e. The prevailing party in any Arbitration pursuant to this agreement will be entitled to recover its costs
and expenses, including reasonable attorneys’ fees and experts’ fees, which may be incurred in connection
with such Arbitration.
f. By signing this agreement I acknowledge that I am agreeing in advance to arbitrate any controversies
or claims which may arise with High Noon.
10. Except as otherwise provided in this Agreement, I hereby release High Noon 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 or by reason of any claim now or hereafter made by me that High Noon has used or appropriated the
Material.
11. High Noon may transfer, assign or license to any person, firm or corporation whomever, 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.
12. I have retained at least one copy of the Material, and I hereby release High Noon of and from any and
all liability for loss of, or damage to, the copies of the Material submitted to High Noon hereunder.
13. I have read and understand this Agreement and that no oral representations of any kind have been made
to me, and that this Agreement states our entire understanding and agreement with reference to this subject
matter hereof. Any modification or waiver of any of the provisions of this Agreement must be in writing and
signed by both of us.
14. 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 Colorado, without regard to its conflict of
laws principles.
Expert:  MDLaw replied 1 year ago.

And what part do you have a question about, please, Aisha?

 

 

Customer: replied 1 year ago.
I just posted the part I don't understand.
Expert:  MDLaw replied 1 year ago.

Something must not have posted on the site then because all I see are 14 clauses of a contract. I need to know which clause you need help understanding and what it is that you need explained. Let me know. Thanks!

 

 

Customer: replied 1 year ago.
I don't understand those clauses I posted. Its a long contract. I posted the portion I don't understand.
Expert:  MDLaw replied 1 year ago.

Are you saying you don't understand any of those 14 clauses? If that is the case, I am unfortunately going to have to opt out because explaining 14 clauses would take a very long time and the amount that you have offered for this question simply isn't enough for such a demand of my time. I will opt out and see if anyone else is willing to assist you. Sorry for the inconvenience. If I had understood this was your question at the start, I would not have jumped in. Good luck to you and have a good evening.

Customer: replied 1 year ago.
okay
Expert:  BizIPEsq. replied 1 year ago.
if you're interested I can answer about a couple more clauses under this question. Let me know which ones you may be interested in.

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