This Submission Release is between a client who desires to submit specific materials and a company who will develop the materials. This agreement sets out the specific terms including the originality of the materials and company\’s right to use client\’s name and likeness for publicity purposes.
This Submission Agreement (the “Agreement”) made and entered into this ___ day of __________, _______ between ________________________________________________________________ of ______________________________________________________________ (the “Company”) and ______________________________________________________________________________ of _____________________________________________________________________ (the “Client”).
The Client hereby submits any and all content, media and materials (“Submission Materials”) for possible inclusion, at the discretion of the Company, in __________________________________ ______________________________________________________________________________.
Client represents and warrants that all contents contained in the Submission Material is original and is not been taken in whole or in part, from any other source, including, without limitation all graphic, video and audio elements, imagery and artwork appearing in the Submission Material. Client further warrants that the Submission Materials is free and clear of any liens or claims and that the Submission Material, or any part thereof, is not previously released commercially.
Client acknowledges that it will not submit, or attempt to submit, any Unauthorized Content which is in violation of the terms and conditions of this Agreement. Company reserves the right to accept or reject, refuse, any such Unauthorized Content as Company deems appropriate. Unauthorized Content shall include the following: Content which is or which contains - obscenity; Crude, vulgar or offensive pictures, depictions, images, language and/or symbols; Gang signs or symbols; Nudity; Commercial products and/or their trademarks, brands, logos or endorsements; License plates, phone numbers, personal addresses- physical or email or web page links; Derogatory characterizations of any ethnic, racial, sexual or religious groups, humiliate other people (publicly or otherwise), any assault or threatening messages; Trespass or the violation of other people’s rights or property; Illegal or inappropriate activity, behavior or conduct; Conduct or activities in violation of this Agreement; any other content, display, materials and/or images that is or could be considered inappropriate, unsuitable or offensive, as determined by Company, in its sole discretion.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Client unconditionally assign and transfer all ideas, concepts, copyrighted materials and trademarks contained in the Submission Material and any and all rights including "moral rights" in the Submission Material to Company. Company shall have the right to use, assign or dispose of the Submission Material in any manner without approval of or compensation to, Client or any third party.
Work for Hire
Client hereby expressly acknowledge, certify and agree that the Submission Material is and shall be deemed a “work made for hire” as defined under the U.S. Copyright Act of 1976, as amended, and for the purpose of all other copyright laws throughout the universe for Company and/or a work assigned to Company, as applicable. Client further acknowledges, certifies and agrees that Company is and shall be deemed the author and/or exclusive owner of the Submission Materials for all purposes and the exclusive owner throughout the universe in perpetuity of all the rights comprised in the copyright thereof, and of any and all other rights thereto, and that Company shall have the right to exploit any and all of the foregoing in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all formats and configurations as Company determines.
If for any reason it is determined that the Submission Material does not qualify as a work made for hire, then such Submission Material, together with all rights therein shall be automatically assigned to Company by this agreement. Without limiting any of Company’s rights in the Submission Material, Company shall have the universe-wide right, in perpetuity, in its sole discretion, to use and exploit the Submission Material in any and all media now known or hereafter devised and by any means or methods now known or hereafter devised.
Name and Likeness
Client hereby grants to Company the right to issue Client’s name, voice, likeness and biographical data in connection with the Submission Material and/or the distribution, exhibition, advertising and exploitation of the ____________________ embodying the Submission Material.
Client hereby irrevocably grants the Company the right to embody the Submission Material, or any portion thereof, in ____________________, and Client irrevocably waives any claim, including any claim to any remuneration, other than as expressly provided for herein in connection therewith. Company reserves the right to modify, edit, adapt, and/or alter the Submission Material or any portion thereof without any compensation or further notice to Client.
Client hereby warrants and represents that:
(a) Client is not a minor,
(b) Client has the full right and power to enter into this agreement and to grant the rights granted hereunder, and that Client is not bound by any agreement which would restrict Client from granting such rights,
(c) Company may use any ideas, concepts, material, in whole or in part, contained in the Submission Material,
(d) All materials submitted are free from any lien or claim by anyone, including, but not limited to any union, guild or performance rights society;
(e) Client has obtained all rights, permissions and licenses necessary for us to use the Submission Material for any purpose; and
(f) That no Submission Material or any part thereof infringes any trademark or copyright or otherwise violates anyone’s right of privacy or publicity.
Client hereby irrevocably and forever waive, release, discharge, hold harmless and disclaim Company and its respective directors, officers, agents, representatives, employees, and parents, subsidiaries and affiliates, directors, officers, agents (collectively, the "Released Parties") from and against any and all claims, costs, losses, injuries, causes of action, lawsuits and demands, attorneys' fees, expenses or other liabilities of any kind which Client, or any party claiming by, through or for Client may have had, now has or hereafter may have against one or more of the Released Parties arising out of or in any way relating to the to the Submission Material.
All notices, requests, consents, and other communications hereunder shall be in writing and shall be deemed effectively given and received upon delivery in person, or one business day after delivery by recognized national or international overnight courier service (if sent by overnight delivery) or three (3) business days after deposit via certified or registered post, return receipt requested, in each case addressed as follows (provided that such addresses may be amended from time to time):
Either party may change its address specified above by giving the other party notice of such change in accordance with this paragraph.
This Agreement represent the entire understanding between the parties hereto with respect to the subject matter set forth herein and supersede all negotiations, agreements, contracts, commitments, and understandings, both verbal and written between the parties. No modifications, additions, or amendments to this Agreement shall be effective unless made in writing as an addendum to this Agreement and signed by duly authorized representatives of the parties.
This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors, and assigns as permitted by this Agreement.
This Agreement and all rights and obligations may not be assigned in whole or in part by either party without the prior written consent of the other (which shall not be unreasonably withheld). Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute consent to any prior or subsequent breach.
In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument and the invalid, illegal or unenforceable provision shall be deemed modified so as to be valid, legal and enforceable to the maximum extent allowed under applicable law.
This Agreement shall be governed by and construed in accordance with the laws of _____________, without regard to its rules regarding conflict of laws. The parties consent to submit to the exclusive jurisdiction of the state and federal courts in __________________________.
Each of the parties acknowledges that it is not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter hereof, save those expressly set out in this Agreement, and that it shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective, duly authorized officers or representatives, effective as of the date above written.
By: _____________________________ By: ________________________________
Printed Name: ____________________ Printed Name: _______________________
Title: ___________________________ Title: ______________________________
Date: ___________________________ Date: ______________________________
Address: _________________________ Address: ____________________________