1. I request that you examine the following creative work or ideas (hereinafter referred to as “said material(s)”) with the intention of deciding whether you will undertake to represent said material. I understand that by agreeing to these statements, you hereby agree to so examine said material.
2. I declare that I am the sole owner and author of said material, that I have the exclusive right and authority to submit the same to you upon the terms and conditions stated herein, and that all of the elements of said material are summarized herein. I shall retain all rights to submit this or similar material to persons other than you.
3. I have retained at least one copy of said material, and I hereby release you of and from any and all liability for the loss of, or damage to, the copies of said material submitted to you hereunder.
4. I understand that you have adopted the policy of refusing to accept, consider or evaluate unsolicited material unless the person submitting such material has signed an agreement in form substantially the same as this.
5. No confidential relationship is established by my submitting the material to you hereunder. I agree to indemnify you against any liabilities, losses, claims, demands, costs (including reasonable attorney’s fees), or expenses arising in connection with any breach or alleged breach of the foregoing.
6. I understand that you and your clients have access to and/or may create or have created literary materials and ideas that may be similar or identical to said material in theme, idea, plot, format or other respects. I agree that I will not be entitled to any compensation because of the use of any such similar or identical material that may have been independently created by you or any such client or may have come to you or such client from any other independent source.
7. 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 said material, or by reason of any claim now or hereafter made by me that have used or appropriated the said material, except for fraud or willful injury on your part.
8. No obligation is assumed or may be implied against you by reason of your review of the said material or any discussions or negotiations we may have, except pursuant to an express written agreement hereafter executed by you and me which, by its terms, will be the only contract between us.
9. You agree that if you cause to be used any legally protectable portion of said material, provided it has not been obtained from, or independently created by, another source, you will pay or cause to be paid to me an amount which is comparable to the compensation normally paid for similar material or an amount equal to the fair market value thereof as of the date of this agreement, which ever is greater. If we are unable to agree to said amount, or in the event of any dispute concerning any alleged use of said material (e.g. whether you have cause to be used legally protectable portions thereof), or any other dispute arising out of or in connection with said material or with reference to this agreement, its validity, construction, performance, non-performance, operation, breach, continuance or termination, such dispute shall be submitted to arbitration. Each party hereby waives any and all rights and benefits which he or it might otherwise have or be entitled to under the laws of California to litigate any such dispute in court, it being the intention of the parties to arbitrate, according to the provisions hereof, all such disputes. Either party (either you or I) may commence arbitration proceedings by giving the other party written notice thereof and in such notice designating one arbitrator. Within twenty (20) days after receipt of such notice, the other party shall designate in writing another arbitrator. If the other party shall fail or refuse, for whatever reason, to select a second arbitrator with in twenty (20) days, as aforesaid, then the first arbitrator appointed shall serve as the sole arbitrator and shall promptly determine the controversy. The two arbitrators shall promptly select a third arbitrator, and if they cannot agree on a third arbitrator within ten (10) days after the appointment of the second arbitrator, either party may secure appointment of the third arbitrator by application to the American Arbitration Association. Each of the arbitrators shall be a person experienced and knowledgeable in the entertainment industry. The arbitrators, when appointed, shall promptly determine the controversy by majority vote and such determination shall be final and each of the parties shall be bound thereby. The arbitration shall be conducted in the County of Los Angeles, State of California, and except as herein expressly provided otherwise, the arbitration shall be governed by and subject to the laws of the state of California and then prevailing rules of the American Arbitration Association. The arbitrators’ decision shall be controlled by the terms of this agreement, and I agree that the amount of any award shall be an amount which is comparable to the compensation normally paid for similar material, or an amount equal to the fair market value thereof, as of the date of this agreement, whichever is greater. Such decision shall provide for each party to bear his or its own costs of arbitration and attorney’s fees. If either party shall fail to appear at the hearing on the date designated in accordance with the rules of the American Arbitration Association, or shall otherwise fail to participate in the arbitration proceeding, then the arbitrators or arbitrator, as the case may be, are empowered to proceed ex parte.
10. This agreement shall inure to the benefit of the parties hereto and their respective heirs, successors, representatives, assigns, licensees and clients and all shall be deemed to be third party beneficiaries under this agreement. Either party to this agreement may assign or license to any persons, firm, or corporation whomsoever its or his rights hereunder, but such assignments or license shall not relieve such party of his or its obligations hereunder.
11. I have read and understand this agreement. No oral representations of any kind have been made to me. This agreement states our entire understanding with reference to this subject matter hereof. Any modification or waiver of any of the provisions of this agreement must be in writing and signed by both of us. Should any provisions or part of any provision be void or unenforceable, such provision or part thereof shall be deemed omitted, and this agreement with such provision or part thereof omitted shall remain in full force and effect. The agreement shall at all times be construed as to carry out the purposes hereof.
12. If either party to this Agreement brings an action or proceeding, by way of complaint, cross-complaint, counterclaim or otherwise, or institutes an arbitration or judicial reference proceeding hereunder against the other party, in connection with any dispute or matter arising under this Agreement, the party who prevails in such action, proceeding or arbitration shall be entitled to recover from the other its actual attorneys’ fees, which shall be determined by the court, arbitrator or referee and included in the judgement in such action or proceeding or in the arbitrator’s or referee’s award.