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Submission Agreement.doc
CBS Broadcasting Inc.
Date: __________________________
4024 Radford Avenue
Proposed Title (if any) of Material
Studio City, California 91604 Submitted: ______________________
Attn: Legal Affairs
Re: Submission Agreement (this ”Agreement”)
Ladies and Gentlemen:
I am today submitting for possible use by you my material identified herein (hereinafter
called the "Material") in accordance with the understanding, and subject to the conditions,
set forth herein. I acknowledge that the Material was created and written by me without
any suggestion or request from you that I write or create the Material. I have attached a
copy of the Material to this Agreement (and/or have synopsized it herein). I am executing
and submitting this Agreement in consideration of your agreement to review the Material
(as you determine in your sole discretion) with the express understanding that I limit my
claim of rights to the features of the Material as specifically synopsized or as attached. I
acknowledge that no confidential relationship exists between you and me, nor is there one
intended or created by the submission of the Material. All references herein to “you” or
“your” will include CBS Studios Inc. and any of its affiliates as well as the respective
directors, officers, agents, employees, consultants, successors, licensee and/or assigns of
any of the foregoing.
1. Except as otherwise specifically stated herein, I represent that:
(a) the Material is original with me;
(b) I have the sole and exclusive right to grant all rights in the Material;
(c) I have exclusive rights in the title, if any, as regards its use in connection
with the Material; and
(d) neither the Material nor your review or use thereof will violate any personal
or property rights of any third party.
I will indemnify, defend (only if so requested by you) and hold you harmless from
and against any claim, loss, obligation, liability or expense (including, without
limitation, attorneys’ fees and costs) that may be asserted against or incurred by
you in connection with the Material, any use thereof by you and/or any breach of
any of my representations, warranties or agreements hereunder.
2. You agree that you will not use the Material unless you shall first negotiate with me
compensation for such use, but I understand and agree that your use of material
containing features and elements similar to or identical with those contained in the
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Submission Agreement.doc
Material shall not 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 which is not derived from me (either because such features
and elements were not new or novel, or were not originated by me, or because
other persons (including your employees) have submitted or may submit material
containing similar or identical features and elements which you have the right to
use). If you desire to use the Material, you are obligated to negotiate with me
pursuant to this paragraph and we agree on the applicable compensation, I will
execute and deliver to you an assignment of all rights in the form generally used by
you. Notwithstanding anything herein to the contrary, I agree that any part of the
Material which is not protected by copyright laws (including, without limitation,
ideas, historical or factual matters, or public domain elements of the Material, in
each case, whether or not obtained from other sources) may be freely used by you
without any obligation or liability to me.
3. If you determine that you have the independent legal right to use material
containing features and elements similar or identical to those contained in the
Material without the payment of compensation to me and you proceed to use the
same, and if I disagree with your determination, I agree that if you so elect, the
dispute between us shall be submitted to arbitration. Such arbitration shall take
place in Los Angeles, California. The laws used in any such arbitration proceeding
shall be the laws of the State of California and applicable Federal law. The
arbitrator shall be a person experienced in the field in which the alleged use was
made by you and shall be mutually selected by you and me, or if we cannot agree,
then the arbitrator shall be selected by the rules of the American Arbitration
Association. The arbitration shall be controlled by the terms of this letter and any
damages payable to me shall be limited to highest WGA minimum payment
required for the use in question in accordance with the terms of the WGA
Agreement in effect as of the date written above. Of course, if you do not elect to
submit any such dispute to arbitration, I understand that I shall be entitled to
commence legal action against you and that such legal action will be brought in
Los Angeles and governed by the laws of the State of California and applicable
Federal laws.
4. I agree that any dispute between us, whether handled by an arbitrator or
commencing in court, shall be subject to the following time restraints: any action
taken by me against you must be filed within six months after the first public
release of the Material (or any claimed features or element thereof) or ninety days
after you notify me that you deny any liability to me, whichever is earlier.
5. In any legal action taken by me against you, I understand that each of us will be
responsible for our respective legal costs, including arbitration costs, court costs,
depositions, attorneys' fees and the fees of any experts engaged to ascertain
originality, public domain status or any other facts deemed necessary or advisable;
provided, however, that should I be unsuccessful in any action against you, I will
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Submission Agreement.doc
promptly reimburse you for all of your costs and expenses entailed in defending or
contesting such action. If I bring any action against you relating to the Material,
such action will be limited to an action for damages, if any, and in no event will I be
entitled to any injunction or any other equitable relief.
6. In agreeing to submit the Material, I understand that I may be waiving rights with
respect to claims that are at this time unknown or unsuspected, and in accordance
with such waiver, I hereby acknowledge that I have read and understand, and
hereby expressly waive, the benefits of Section 1542 of the Civil Code of California,
which provides as follows:
A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with
the debtor.
7. I have retained a copy of the Material, and you shall not be responsible for the
preservation or return of any Material that I submit to you.
8. I acknowledge that you have made no inducements or promises of any kind to me
relating to the Material; that no representations of any kind have been made to me;
that there are no prior or contemporaneous oral agreements in affect between us
pertaining to the Material; and that this Agreement is intended by us as the final
expression of our agreement and is the complete and exclusive statement of the
terms hereof. Any provision of this Agreement or part thereof which is void or
unenforceable shall be deemed omitted to the minimum extent necessary and this
Agreement with such provision or part thereof so omitted shall remain in full force
and effect.
9. I represent that I am twenty-one (21) years of age or older, or other applicable age
of majority (e.g., eighteen (18) if a California resident).
Very truly yours,
________________________________
Print Name: _____________________
Address: _________________________
City: ____________________________
State & Zip Code: __________________
Telephone Number: ________________
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Submission Agreement.doc
(If under twenty-one (21) years old or other applicable age of majority (e.g., eighteen (18)
if a California resident), a signature of parent or guardian must be included below.)
I represent that I am a parent (guardian) of the minor who has signed the above release
and I agree that I and the said minor will be bound thereby,
____________________________________
PARENT/GUARDIAN
Print Name: __________________________
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Submission Agreement.doc
A. Proposed title of the Material (if any):
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B. If the Material is not attached, synopsize or outline the Material in the foregoing
space:
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C. If the Material is attached,
(1) identify the attached submission by size, number of pages; title, names(s),
date, etc. appearing on the cover or title page; whether handwritten, typed
or whatever; and any other physical characteristics:
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Submission Agreement.doc
(2) describe the form of Material -- whether an outline, teleplay, short story,
format, idea or whatever:
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D. Exceptions, if any, to representations in Paragraph 1:
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