Ideas Submission Agreement

This Click-Through Idea Submission Agreement (the "Agreement") contains the terms and conditions upon which Vulcan Productions, Inc. ("Vulcan") agrees to accept your idea submission for further evaluation. By clicking "I AGREE TO THE TERMS AND CONDITIONS", you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety. IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE AGREEMENT BINDS YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO VULCAN THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER'S OR PRINCIPAL CONTRACTOR'S BEHALF.

You acknowledge and understands that execution of this Agreement by You is a condition precedent to Vulcan's review and/or consideration of any programming concepts or ideas submitted by You and your Affiliates (as defined in Section 1 (b), below) regardless of the format including, but not limited to, concept briefs, pilot and episodic summaries, outlines, treatments, scripts, proposed budgets, sizzle tapes, demo reels, beat sheets and the like (collectively, "Pitch Materials").

  1. Effectiveness:
    1. This Agreement shall be effective as of the date it is accepted by You and continue thereafter for a period of seven (7) years ("Term") unless earlier terminated by Vulcan or superseded by another idea submission agreement entered into between the parties. This Agreement shall apply to any and all Pitch Materials submitted at any time during the Term by You and Your Affiliates to Vulcan and Vulcan's Affiliates.

    2. For the purposes of this Agreement, "Affiliates" means with respect to either party, any entity or person that directly or indirectly controls, is controlled by or is under common control with that party. For purposes of this definition, the term control and its corollaries means any person or entity that directly or indirectly, (a) owns more than fifty percent (50%) of the outstanding voting securities or equity interests in another party, or (b) possesses the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities or equity, by contract or otherwise.

  2. Non-Commission Acknowledgement: All submissions of Pitch Materials are on a non-commissioned basis and, as such, do not create a fiduciary, confidential or contractual relationship (actual or implied-in-fact) between Vulcan and Vulcan's Affiliates, on the one hand, and You and Your Affiliates, on the other hand, except for the contractual relationship expressly and specifically set forth in this Agreement.

  3. Representations and Warranties: You represent and warrant that:
    1. You and/or Your Affiliates is/are the exclusive owner(s) of, and hold(s) and control(s) all intellectual property and other rights in and to the Pitch Materials;

    2. The Pitch Materials and any elements and versions thereof have not been transmitted, broadcast or otherwise distributed for viewing and/or other use by the general public. Vulcan acknowledges and understands that the Pitch Materials may be submitted to third-party networks and other media outlets for their consideration and such submissions shall not constitute a breach of this Subsection 3 (b); and

    3. You have the full right and authority to enter into this Agreement on your own behalf and on behalf of Your Affiliates and, in connection therewith, to commit to all undertakings and obligations set forth in this Agreement.

  4. Use of Pitch Materials by Vulcan:
    1. Except for Excluded Items (as defined in this Subsection 4 (b)), Vulcan will not use Pitch Materials unless the parties enter into a written agreement setting forth all material terms pertaining to such use (e.g. fee, media rights, territory, etc.).

    2. For the purposes of this Agreement, "Excluded Items" means any of the following: (i) materials that are not entitled to protection under United States copyright, trademark or other intellectual property laws; (ii) materials containing any ideas and/or materials which (x) at any time in the past were, or (y) as of the date of submission of the relevant Pitch Materials are under consideration by Vulcan or its Affiliates (e.g., ideas and/or materials have been submitted to Vulcan by a person or entity other than You, ideas and/or materials have been generated internally by Vulcan); or (iii) are in the public domain or are otherwise available for use by any other party such as under the doctrine of "fair use".

  5. Indemnifications: You and Your Affiliates shall fully indemnify Vulcan, Vulcan's Affiliates and each of the foregoing entities' directors, officers, employees, licensees, sublicensees, contractors and designated agents from and against any and all third-party claims, charges, damages and liabilities based on a breach or alleged breach of any term or provision of this Agreement by You or Your Affiliates including, but not limited to, the representations or warranties set forth in Section 3.

  6. Materials: Vulcan shall have no obligation to return any Pitch Materials; You should retain copies of all Pitch Materials.

  7. General: This Agreement shall be construed under the laws of the State of Washington. In the event of a dispute, the parties hereby agree to submit themselves to personal jurisdiction in the State of Washington with venue in the County of King. The parties waive any rights they might otherwise have to lack of personal jurisdiction or inconvenient forum. You and Your Affiliates' sole remedy for a breach of this Agreement shall be in an action at law. Vulcan and its Affiliates shall be entitled to remedies at law and in equity. In the event any term or provision of this Agreement is deemed void or unenforceable, then such provision shall be of no effect on any other provision hereof. You may not assign this Agreement. Vulcan shall have the right to freely assign this Agreement. No waiver of any breach shall be deemed a waiver of any other breach. This Agreement supersedes any prior idea submission agreements that the parties have entered into to the extent such agreements would otherwise apply to Pitch Materials submitted as of today's date. This Agreement constitutes the full agreement between the parties and may not be modified without the prior written consent of both parties.