By signing this Release in the space indicated below, you confirm that you have read, understand, and accept the terms of this Release and that you understand and agree that you must execute this Release as a prerequisite to CN's review of any materials submitted by you. You further acknowledge that this Release covers the submission and discussion of any and all materials you submit to CN, whether discussed with or submitted to CN, orally or in writing, prior to, or following the execution of this Release, and applies to any submission made to CN by another source, directly or indirectly, by or through you.
As used in this Release, the terms "you" and "your" include and bind the undersigned and any and all legal representatives of the undersigned releasor. As used in this release, the terms "CN" and "we" include and inure to the benefit of CN, Turner Broadcasting System, Inc. ("TBSI"), and any division subsidiary, affiliate, parent or other related entity ("Related Entities") as well as CN's directors, officers, agents, employees, partners, consultants, lessees, licensees, successors and assigns.
1. CONCEPTION BY CN. You understand and agree that CN may presently have under consideration, in pre-development, development and/or production ideas, proposals, concepts, programs and/or other materials that are similar or identical to your Pitch and that CN may independently conceive and/or receive or be pitched in the future ideas, proposals, concepts, programs and/or other materials that are similar or identical to your Pitch (collectively "Material"). You agree that CN'S consideration of your Pitch does not mean CN regards your Pitch, or any part thereof, as novel, valuable or usable. CN hereby reserves all rights to develop any Material conceived independently, either alone or with a third party, regardless of whether such Material is identical, similar or dissimilar to your Pitch, and you hereby waive any claim that CN hereafter misappropriated your Pitch or any elements in or portions thereof in any activities in which CN may engage in the future. You agree that you will not be entitled to any compensation because of CN's use of such other Material even if similar or identical to your Pitch.
2. OWNERSHIP OF THE PITCH. CN will consider your Pitch only with your assurances that you are the sole originator of the ideas and materials, and that you own the same and have the legal right to submit the ideas and materials to CN for its evaluation, which assurances will be deemed to have been given by your execution of this agreement and submission of the material. Without limiting the generality of the foregoing, you hereby further represent and warrant that: (a) no other person, firm or corporation has any right, title or interest in the Pitch; (b) neither the Pitch nor CN's review or use thereof shall violate any personal or property rights of any third party including, but not limited to, rights of droit moral, privacy, publicity, copyright, trademark, or other intellectual property rights, nor shall the materials or CN's review or use thereof as presented constitute defamation, libel or slander against any third party; and (c) you agree to indemnify CN and its Related Entities for any claims or damages based on your breach of the representations and warranties above.
3. DISCLOSURE OF PITCH NOT CONFIDENTIAL. You understand and agree that CN may disclose the Pitch, in whole or in part, to various employees of CN, and possibly even to third parties outside of CN's employees, to determine the value thereof to CN. It is understood that the Pitch will not be considered confidential information.
4. PITCH EVALUATION. You hereby grant CN: (a) the right to review your Pitch and to reproduce your Pitch and share it with others, including the Related Entities, for the purpose of evaluating it; and (b) the right to video or photograph your presentation of the Pitch and the right to use your name, voice, photograph, likeness and/or biographical information, in connection with CN's evaluation, in any manner, medium or forum throughout the world in perpetuity, without compensation. Notwithstanding the foregoing, you understand that CN shall have no obligation to make any use of your Pitch, video or photographs of your presentation of the Pitch, and/or your name, voice, photograph, likeness and/or biographical information.
5. PERMISSION TO RECORD AND RELEASE. You irrevocably grant CN the perpetual, worldwide right to make both visual and/or audio recordings and still images of you in connection with the Pitch, whether recorded prior or subsequent to the execution hereof, with or without your knowledge (collectively, the "Recordings") and to use the Recordings and your name, voice, likeness, and biographical information ("Your Likeness") as included in the Recordings and/or otherwise obtained by CN, in and in connection with a live-stream digital program to be exhibited on adultswim.com (the "Production"), including any episodes or versions thereof, as CN may determine in its sole discretion. You hereby acknowledge that the Recordings may include material to be used in program commercials, announcements, advertising, marketing and promotional materials, whether on-air or otherwise, of any kind or nature in connection with the exploitation, advertising and/or promotion of the Production or of CN. You authorize CN to incorporate and license others to incorporate any part or all of the Recordings and/or Your Likeness in any other production. You grant CN the right to use the Recordings and/or Your Likeness for the purpose of advertising and promoting the Production or any version thereof and/or any other production in which the Recordings and/or Your Likeness is incorporated and/or the exhibitors (including, but not limited to, institutional promotion) and sponsors of any of the foregoing in any manner whatsoever, including, but not limited to, product integration, commercial tie-ins, and implied endorsements. Without limiting the generality of the foregoing, you agree that the rights granted hereunder shall include the perpetual, worldwide right of CN to edit, telecast, cablecast, rerun, record, publish, reproduce, use, license, print, distribute or otherwise exploit, in any manner and in any medium or forum, whether now known hereafter devised, the Production or any version thereof or any other production in which the Recordings and/or Your Likeness is incorporated, in whole or in part, without any further compensation to you. Notwithstanding any of the foregoing, CN shall be under no obligation to actually use or exploit any or all of the Recordings or Your Likeness. The Recordings shall be the sole and exclusive property of CN or its designee, and CN or its designee shall be entitled to sole and exclusive ownership thereof and of the copyright and all rights of copyright and copyright renewal therein. In this regard, the Recordings shall be deemed created for the benefit of CN as a work made for hire.
5. NO OBLIGATION TO PURSUE/NO COMPENSATION. You understand and agree that you have taken this opportunity to submit your Pitch to CN voluntarily and that no obligation of any kind is assumed by, or may be implied against, CN. The Pitch has not been previously disclosed to CN, and CN has not made any prior inducements, promises or representations to you regarding the Pitch. Any submission to CN is made with the understanding that CN shall give it such consideration as it merits in CN's sole judgment. CN assumes no obligation to evaluate the Pitch. CN is not obligated to negotiate with or enter into any agreement with you pertaining to the Pitch. CN is under no obligation to reveal to you either its actions in connection with the Pitch or any information regarding its activities in either the general or specific field to which the Pitch pertains. You acknowledge that you are executing this Release voluntarily, without coercion or undue influence from any source, and do so with complete understanding of all its terms and effects, and every portion thereof. You further acknowledge that you will not be entitled to any compensation based on CN's consideration of your Pitch unless and until a separate written contract has been entered into between you and CN.
6. SUBMISSION NOT RETURNED. You acknowledge and agree that CN shall not have any obligation to return any submitted copies of all or part of the Pitch materials to you and that CN shall not be obligated for any loss, destruction or damage to such copies. 7. MISCELLANEOUS. This Release constitutes the entire understanding of the parties and shall become effective upon signature by you. Any subsequent modification or waiver of this Release must be in writing, signed by both parties. The invalidity of any provision hereof shall not affect the remaining provisions. It is understood and agreed that the delivery of this Release by facsimile will have the same force and effect as delivery of original signatures. Any and all controversies or claims arising out of or in connection with this Agreement shall be governed by the laws of the State of New York, and the parties consent to the jurisdiction of the state and federal courts of New York for the resolution of such matters. In the event of such controversy you agree that you shall assert such claims not later than three (3) months after the date on which you first learned (or reasonably should have been aware) of CN's allegedly wrongful use or intended use of any portion of the Pitch. You further agree that your rights and remedies, if any, shall be limited to an action to recover money damages in an action at law, and without limitation of the foregoing, you expressly agree that you shall not seek to enjoin or restrain the production, exhibition, distribution, licensing, advertising, and/or promotion of any of CN's programming, promotional or marketing plans, and/or of any ancillary or subsidiary rights in connection therewith. Further, you agree that in the event that you assert any action against CN and are unsuccessful you assume and agree to pay, upon demand, all costs and expenses incurred by CN in defending or contesting such action, including, without limitation, reasonable attorneys' fees.