I wanted some feedback on this release. Most of it seems standard, but I want to be positive it is acceptable.
Here are the parts that caught my suspicion:
2) I hereby submit to you for your consideration material (hereinafter "submitted material") written or controlled by me. I recognize the possibility that the submitted material may be identical with or similar to that which has or may come to you from other sources. Because such similarity has in the past given rise to litigation, unless you can obtain adequate protection in advance, you will refuse to consider the submitted material. You require protection that is sufficiently broad to protect you, your related corporation, and your and their employees, agents, licensees and assigns.
3) As an inducement for you to examine the submitted material, and in consideration for your so doing, I represent warrant, and agree as follows:
4)I acknowledge that the submitted material is submitted by me voluntarily, on an unsolicited basis, and not in confidence. No confidential relationship is intended or created between us by reason of the submission of the submitted material. Nothing in this agreement nor in the submission of the submitted material shall be deemed to place you in any different position from any other member of the public with respect to the submitted material. Accordingly, any part of the submitted material that could be freely used by any member of the public may be used by you without liability to me.
5) You agree that you will not use the submitted material unless you shall first negotiate with me and agree upon compensation to be paid to me for such use, but I understand and agree that your use of material containing features or elements similar to or identical with those contain in the submitted material shall neither obligate you to negotiate with me nor entitle me to any compensation if you determine that you have an independent legal right to use such other material not derived from me (either because such features or elements were not new or novel, or were not originated by me, or were or may hereafter be independently created and submitted by other persons, including your employees.
6) Except for published materials to be used as the basis for motion pictures, which I agree you may use fully without negotiating with me (except to the extent I own or have contractual right to said published materials), I represent and warrant that I own the submitted material, free of claims or encumbrances, and have the exclusive right to offer all rights in the submitted material, free of claims or encumbrances, and have the exclusive right to offer all rights in the submitted material to you. I grant to you an option for 60 days from the date of my signing and returning this agreement to investigate and negotiate with me for exclusive rights to the submitted material, and agree that during such period I will not negotiate with others regarding the submitted material.
8) If you should determine that you have the independent legal right to use material containing features or elements similar or identical to those contained in the submitted material without entering into a written agreement for compensation to me, and if you proceed to use the same, and if I disagree with your determination, then I agree that the dispute between us shall be submitted to arbitration in Los Angeles, California, before an arbiter mutually selected by us who is experienced in the field with respect to the use of material similar to the submitted material; or, if we cannot mutually agree, then such arbiter shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be controlled by the terms of this agreement, and any award favorable to me shall be limited to the fixing of compensation for your use of the submitted material, which shall bear a reasonable relation to compensation normally paid by you for similar material. Such award will provide for you and me, each respectively, to bear his own costs of arbitration and attorneyâ€TMs fees.
9) I assume full responsibility for any loss of the submitted materials, irrespective of whether it is lost, stolen, or destroyed in transit, while in your possession or otherwise.
10) Except as otherwise provided in this agreement, I hereby release you of and from any and all claims, demands, and liabilities of every kind whatsoever, known or unknown, that may arise in relation to the submitted material or by reason of any claim now or hereafter made by me that you have used or appropriated the submitted material, except for fraud or willful injury on your part.
11) Should any provision of this agreement be void or unenforceable, such provision shall be deemed omitted, and this agreement which such provision omitted shall remain in full force and effect.
12) This agreement represents the complete understanding between us regarding my submission of the submitted material. No statements or representations have been made except those expressly provided by this agreement. This agreement may be modified only by subsequent written agreement.
Thanks for your help.
--mcd5
Here are the parts that caught my suspicion:
2) I hereby submit to you for your consideration material (hereinafter "submitted material") written or controlled by me. I recognize the possibility that the submitted material may be identical with or similar to that which has or may come to you from other sources. Because such similarity has in the past given rise to litigation, unless you can obtain adequate protection in advance, you will refuse to consider the submitted material. You require protection that is sufficiently broad to protect you, your related corporation, and your and their employees, agents, licensees and assigns.
3) As an inducement for you to examine the submitted material, and in consideration for your so doing, I represent warrant, and agree as follows:
4)I acknowledge that the submitted material is submitted by me voluntarily, on an unsolicited basis, and not in confidence. No confidential relationship is intended or created between us by reason of the submission of the submitted material. Nothing in this agreement nor in the submission of the submitted material shall be deemed to place you in any different position from any other member of the public with respect to the submitted material. Accordingly, any part of the submitted material that could be freely used by any member of the public may be used by you without liability to me.
5) You agree that you will not use the submitted material unless you shall first negotiate with me and agree upon compensation to be paid to me for such use, but I understand and agree that your use of material containing features or elements similar to or identical with those contain in the submitted material shall neither obligate you to negotiate with me nor entitle me to any compensation if you determine that you have an independent legal right to use such other material not derived from me (either because such features or elements were not new or novel, or were not originated by me, or were or may hereafter be independently created and submitted by other persons, including your employees.
6) Except for published materials to be used as the basis for motion pictures, which I agree you may use fully without negotiating with me (except to the extent I own or have contractual right to said published materials), I represent and warrant that I own the submitted material, free of claims or encumbrances, and have the exclusive right to offer all rights in the submitted material, free of claims or encumbrances, and have the exclusive right to offer all rights in the submitted material to you. I grant to you an option for 60 days from the date of my signing and returning this agreement to investigate and negotiate with me for exclusive rights to the submitted material, and agree that during such period I will not negotiate with others regarding the submitted material.
8) If you should determine that you have the independent legal right to use material containing features or elements similar or identical to those contained in the submitted material without entering into a written agreement for compensation to me, and if you proceed to use the same, and if I disagree with your determination, then I agree that the dispute between us shall be submitted to arbitration in Los Angeles, California, before an arbiter mutually selected by us who is experienced in the field with respect to the use of material similar to the submitted material; or, if we cannot mutually agree, then such arbiter shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be controlled by the terms of this agreement, and any award favorable to me shall be limited to the fixing of compensation for your use of the submitted material, which shall bear a reasonable relation to compensation normally paid by you for similar material. Such award will provide for you and me, each respectively, to bear his own costs of arbitration and attorneyâ€TMs fees.
9) I assume full responsibility for any loss of the submitted materials, irrespective of whether it is lost, stolen, or destroyed in transit, while in your possession or otherwise.
10) Except as otherwise provided in this agreement, I hereby release you of and from any and all claims, demands, and liabilities of every kind whatsoever, known or unknown, that may arise in relation to the submitted material or by reason of any claim now or hereafter made by me that you have used or appropriated the submitted material, except for fraud or willful injury on your part.
11) Should any provision of this agreement be void or unenforceable, such provision shall be deemed omitted, and this agreement which such provision omitted shall remain in full force and effect.
12) This agreement represents the complete understanding between us regarding my submission of the submitted material. No statements or representations have been made except those expressly provided by this agreement. This agreement may be modified only by subsequent written agreement.
Thanks for your help.
--mcd5
Comment