To DIANE J. WRIGHT:
I wish to submit for your consideration a project, all of the important features of which (including the title) are summarized in Exhibit “A” attached hereto and incorporated herein by reference (such summary, title and all materials in connection therewith which may be submitted by me with respect thereto, including without limitation all ideas and their expression therein, hereinafter collectively referred to as the “Material”).
I acknowledge that your company develops and receives many ideas, scripts and projects and that there is a possibility that some of these are similar or identical to the Material. I appreciate your concern that an examination of the Material without a full release of liability might expose you to a claim of plagiarism, or of a claimed existence of an implied in fact contract or other claim or litigation in connection with the Material.
Therefore, as an inducement to you to examine, and in consideration of your examination of the Material, I hereby acknowledge the following express understandings and conditions:
1. My submission of the Material to you is voluntary, not solicited by you, and not in confidence. There are no materials being submitted other than those described in Exhibit “A.” I have not previously submitted or disclosed the Material to you, and you have not made any prior inducements, promises or representations to me regarding the Material. I have retained a copy of the Material, and I agree that you shall not be responsible for the return or preservation of the copy I have submitted to you.
2. I acknowledge that your use of other material containing elements similar to or identical with those contained in the Material shall not obligate you to negotiate with me or entitle me to any compensation if you have an independent right to use such other materials.
3. I will not assert against you any claim based on plagiarism, infringement, confidential relationship, implied contract, unfair competition or otherwise arising out of any alleged use by you of the Material.
4. There is no agreement between us, express or implied, relating to your use or failure to use the Material. I agree that any discussion we may have with respect to the Material shall not constitute any agreement, express or implied, as to the purchase or use of the Material, or any portion thereof which I am hereby disclosing to you either orally or in writing. Should you decide to acquire the Material, I agree to negotiate with you in good faith with respect thereto. I agree that you shall have no obligation to me in any respect whatsoever with regard to the Material until or unless we have executed a written agreement which, by its terms and provisions, will be the only contract between us.
5. If, notwithstanding my release set forth above in Paragraph 4, I should hereafter claim that you have used the Material, or any portion thereof, without my consent or authorization, I specifically agree that a dispute between us shall be submitted to a final and binding arbitration. In such event, the arbitrator shall be an individual experienced in the entertainment industry in Los Angeles, California and shall be mutually selected by you and me or, if we cannot so agree, then the arbitrator shall be selected by the rules of the American Arbitration Association. In either event, the arbitrator shall be controlled by the terms of this agreement. Any award favorable to me shall be limited to the fixing of compensation which shall bear a reasonable relation to compensation customarily paid by you for similar material, taking into account my experience as an artist, my stature in the entertainment field at the time said material was submitted, the nature of the material, and any amounts received by me for other material written before the submission of the Material to you, but which under no circumstances shall exceed the minimum scale payment provided for like services pursuant to the Writers Guild of America (“WGA”) Basic Agreement, (or such other WGA agreement as may be applicable). The arbitrator shall not have authority to award punitive damages. Any arbitration award will provide for you and me to bear our own costs of arbitration, which costs shall include our respective attorneys’ fees and costs. Any such arbitration shall be conducted in Los Angeles, California and shall be governed by and subject to the laws of the State of California and the rules of the American Arbitration Association.
6. I hereby represent and warrant that: (a) except as disclosed by me to you, in writing, concurrent with my execution of this agreement, the Material was created and is solely owned by me and that no other person, firm or corporation has any right, title or interest therein or thereto; (b) I have the full right and authorization to submit the Material to you upon all of the terms and conditions herein stated; and (c) no persons except those also signing below have collaborated with me in creating the Material. I agree to indemnify you and hold you harmless from and against any claim, loss, obligation, liability or expense, including reasonable attorneys’ fees and costs, that may be asserted against you or incurred by you which arise out of or in connection with the Material or any use thereof.
7. This agreement shall be governed by the laws of the State of California applicable to agreements executed and to be fully performed therein.
8. This writing constitutes our entire understanding. No other agreement, written or oral, express or implied, exists between us with respect to the Material. Any modification or waiver hereunder or termination hereof must be in writing, signed by both of us. The invalidity of any provision hereof is not to affect the remaining provisions. Any references to you shall be deemed also to refer to your subsidiary and affiliated corporations, companies under common ownership or control with you, and your and their directors, officers, agents, employees, lessees, licensees, successors and assigns.
I acknowledge that but for my agreement to the above terms and conditions, you would not accept my request to receive and consider the Material which I am hereby submitting to you.