TERMS and CONDITIONS:
As you know, HappyNest Entertainment (“HappyNest”) is engaged in the production of kids and family animation television programs for exploitation in any and all entertainment media. In this context, HappyNest reviews various source ideas, stories and suggestions. Such material may relate to format, theme, characters, treatments and/or means of exploiting a production once completed. In order to avoid misunderstandings, HappyNest will not review or discuss ideas, scripts, treatments, formats or the like submitted to it on an unsolicited basis by persons not in its employ without first obtaining the agreement of the person submitting the material to each and every one of the provisions of this agreement.
By signing this agreement and returning it to us [if using a clickthrough format, see Nickelodeon digital submission release form opening paragraph for sample language], you hereby acknowledge that you are today submitting to HappyNest certain material, the title and basic plot of which is indicated above (which material is hereinafter referred to as the “Material”), upon the following express understanding and conditions:
- I agree that I am voluntarily disclosing the Material to HappyNest at my request without solicitation, that I have not previously submitted or disclosed the Material, or any version thereof, to you directly or indirectly, and no confidential or fiduciary relationship exists or is intended to be created between us by my submission of the Material to HappyNest or otherwise.
- I agree that HappyNest shall not be under any obligation to me with respect to the Material except as may later be set forth in a fully executed written agreement between myself and HappyNest.
- I realize that HappyNest has had and will have access to and/or may independently create or have created ideas, identical to the theme, plot, idea, format or other element of the material I am now submitting, and I agree that I will not be entitled to any compensation or credit by reason of the use by HappyNest of such similar or identical material.
- I represent and warrant that: I am the sole owner and author of the Material, I have the exclusive right and authority to submit the same to HappyNest (free of any lien or encumbrance), the Material is original with me, and the use and exploitation of the Material will not violate or infringe the rights of any third party. I agree to indemnify, defend and hold HappyNest, including without limitation, its parent companies, affiliates, subsidiaries, successors, licensees, and assigns and each of its and their owners, board members, partners, principals, directors, officers, employees agents, and representatives (collectively, “Related Parties”, harmless against any liabilities, losses, claims, demands, costs (including, without limitation, reasonable attorney’s fees), or expenses arising in connection with any breach or alleged breach of my representations and warranties hereunder.
- I understand and agree that HappyNest is not agreeing to refrain from (or asking its Related Parties to refrain from) using any elements in the Material which are not protected by copyright law, including, by illustration only, similar or identical ideas, themes, situations, historical or factual matters or other public domain elements of the Material which HappyNest and its Related Parties have the right to use (collectively, the “Unprotected Material”). I agree that HappyNest and its Related Parties shall not be liable to me for use of such Unprotected Materials and HappyNest and its Related Parties shall not be obligated in any respect whatsoever to compensate me for such use. I acknowledge that any part of the Material which could be freely used by any member of the public may be used by HappyNest and its Related Parties without any liability to me.
- I have retained a copy of the Material and hereby release HappyNest from any liability if the Material is lost, misplaced, stolen or destroyed.
- I acknowledge that, but for my agreement to the terms and conditions herein, HappyNest would not accept my request to receive and consider the Material that I am submitting to HappyNest I hereby release HappyNest, including without limitation, its Related Parties, from any and all claims, demands and liabilities of every kind whatsoever, known or unknown, which may arise in relation to their use of the Unprotected Material or by any reason of any claim now or hereafter made by me that HappyNest, including without limitation, its Related Parties, have used or misappropriated the Material by use of any Unprotected Material or any part of the Material which could be freely used by any member of the public. Without limiting the foregoing, I expressly waive all rights to injunctive or other equitable relief in connection with this agreement, the Material, and any other materials which are in whole or in part are identical or similar to the Material.
- All disputes which may arise between HappyNest and me under or with respect to the Material and/or this release agreement will be determined solely by arbitration in accordance with the rules of JAMS pursuant to the procedure hereinafter set forth:
The aggrieved party shall serve upon the other party a notice in writing requiring arbitration and designating the first arbitrator. Within five days thereafter, the other party shall designate a second arbitrator by notice in writing duly given to the aggrieved party. The two arbitrators thus chosen shall appoint a third within five days thereafter. If the third arbitrator is not appointed within such five-day period mentioned above, then either party may secure the appointment of a third arbitrator by application to JAMS. When appointed, the three arbitrators shall determine the controversy by majority, except if only one arbitrator has been appointed by the end of the first five-day period mentioned above then the first arbitrator appointed shall be the sole arbitrator. If any vacancy occurs in the board of arbitrators appointed hereunder by reason of death, resignation, refusal to act, physical incapacity or otherwise, a new arbitrator shall be appointed in the same manner and by the same party to whom the previous incumbent was appointed. The arbitration shall be held in Los Angeles, California and the costs thereof shall be borne by the party which does not prevail therein. Such determination by the three arbitrators shall be binding and conclusive upon the parties hereto and shall be rendered in such form that it may be judicially confirmed and enforced under the laws of the State of California.
- I agree that this agreement is personal to me and that I have no right to assign it. HappyNest may freely assign, in whole or in part, this agreement and its rights hereunder. This agreement will be interpreted in accordance with the laws of the State of California applicable to contacts entered into and fully performed therein. This agreement constitutes our entire understanding and agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, if any, between us, whether written or oral, express or implied. Any modification or waiver must be in writing and signed by me and on behalf of HappyNest. The invalidity of any provision of this agreement shall not affect the remaining provisions which shall remain in full force and effect.