what is your quesion?
3. High Noon makes no promises, either explicit or implicit, relative to its acceptance of the Material; andexcept for the compensation set forth in this agreement, there shall be no remuneration whatsoever associatedwith the Material, nor is there any promise of employment associated with the submission of the Material, eitherduring High Noon’s development of such Material (if any) or during actual production should such Materialdevelop 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 myown original work, and that I have the exclusive right and authority to submit the same to High Noon upon theterms and conditions stated herein, including with respect to the title of the Submission (if any); (b) the Materialwas created and written by me without any suggestion or request from High Noon that I write or create theMaterial; (c) there are no third parties having any proprietary or other interest in the Material; and (d) I have thefull right and authority to enter into this Agreement for myself and on behalf of any entity indicated on thesignature 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 inconnection 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 legallyprotectable under the laws of copyright or that is not sufficiently “novel” as that term is defined by the laws ofthose jurisdictions that recognize novelty as an element of an implied contract or breach of confidence claim2Submission Agreement For Non-Employees No Comp BSM EXE_LAnonmonetary-2.docwithout any liability or obligation to me. Nothing contained in this Agreement nor the fact of my submission ofthe Material to High Noon shall be deemed to place High Noon (or any person or entity to whom High Noonmay show the Material) in any different position than anyone else with respect to portions of the Material thatare 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 besimilar or identical to the Material in theme, idea, plot, structure, format and/or other respects. I agree that I willnot be entitled to any compensation because of, and hereby waive any and all claims related to, the use of anysuch similar or identical material which may have been independently created by High Noon or any other entityor 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 protectableportion of the Material under the laws of copyright in connection with the development of a television programand (i) the Material, in High Noon’s sole reasonable discretion, is not similar to any other material that HighNoon had previously developed or was currently developing at the time I submitted the Material, or material thatwas 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’ssole reasonable discretion, is sufficiently novel, then the parties shall enter into a separate agreement withrespect to High Noon’s use of the Material which shall provide for payment by High Noon to me ofcompensation to be negotiated in good faith and assignment by me to High Noon of all right, title, and interest inthe Material.
11. High Noon may transfer, assign or license to any person, firm or corporation whomever, its rights andobligations hereunder, in whole or in part, without my consent. I shall have no right to assign or transfer myrights and obligations hereunder. Any purported transfer, assignment or license in violation of the forgoing shallbe void and have no effect.
In general"5. This section states the obvious about copyright law. Generally, courts have recognized that almost any creative writing has some novelty associated with it and therefore is copyrightable. Under this section High Noon (HN) will be able to freely use facts or other non copyrightable materials from your work6. I guess they want to protect themselves in the event they have developed something that is similar. Generally such clauses are limited in time. i.e. HN's other works are protected but only for works conceived prior to time that the treatment was submitted to them.11. Their ability to transfer and assign is normal practical But preventing from assigning all your rights may be a problem for you. Obviously you would not be able to assign the job of writing the script but maybe you will able to assign pecuniary benefits from the agreement.As you can see these types of agreements are fairly complex and you should have an attorney by your side to review the particulars in your situationPlease rate my answer. Good luck!
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