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I have questions about a contract?

Customer Question
I have questions about a contract?
Submitted: 4 years ago.Category: Business Law
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Answered in 1 minute by:
4/3/2013
Business Lawyer: BizIPEsq., Attorney replied 4 years ago
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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TheLegalistEsq :

what is your quesion?

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Customer reply replied 4 years ago
I don't understand what this portion of a contract means. I have pasted the portion below:

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.

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.


Business Lawyer: BizIPEsq., Attorney replied 4 years ago
FYI, I requested that you increase the price due to the time it will take to review the language. If you are unable to pay I will release the question to another expert. Thank you.
Ask Your Own Business Law Question
Customer reply replied 4 years ago
Will you be able to just answer this portion thats posted below for the price offered?

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


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.

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.

Business Lawyer: BizIPEsq., Attorney replied 4 years ago

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 work

6. 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 situation

Please rate my answer. Good luck!

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Customer reply replied 4 years ago
what do they mean by novel?
Business Lawyer: BizIPEsq., Attorney replied 4 years ago
novel is a term used in copyright law and it means content that has some minimum level of creativity associated with it.
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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