Script Submission Agreement

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THANK YOU FOR YOUR INTEREST IN SUBMITTING MATERIAL, WHICH MAY INCLUDE BASIC OR DETAILED IDEAS, PROGRAM FORMATS, STORYLINES, LITERARY MATERIAL, MUSICAL MATERIAL, AUDIO, VIDEO AND FILM WORKS, TITLES AND PERFORMANCES, FOR OUR USE. BECAUSE WE RECEIVE MANY SUBMISSIONS THAT ARE SIMILAR TO OTHER IDEAS ALREADY UNDER CONSIDERATION, IT IS OUR POLICY TO DECLINE TO CONSIDER ANY MATERIAL UNLESS THE PERSON SUBMITTING IT HAS COMPLETED AND SIGNED THE SCRIPT SUBMISSION AGREEMENT, WAIVER AND RELEASE BELOW.

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This SCRIPT SUBMISSION AGREEMENT, WAIVER AND RELEASE (the “Agreement, Waiver and Release”) is entered into and agreed to by the individual or entity identified below (the “Submitting Party”) and 850 Entertainment, LLC, a Florida limited liability company authorized to transact business in Georgia with its principal office address of 715 Peachtree Street NE, Suite 100 and Suite 200, Atlanta, GA 30308 (the “Company”). The parties acknowledge and agree that the Submitting Party is submitting to the Company the material described in the table below, an original work (the “Material”).
In exchange for the premises, covenants, terms and conditions outlined herein, the Submitting Party agrees to the following:

1. Submitting Party acknowledges that because of the Company’s position in the entertainment industry, the Company receives numerous submissions of ideas, scripts, formats, stories, suggestions and the like and that many such submissions received by the Company are similar to or identical to those developed by the Company or the Company’s employees or contractors, or otherwise available to the Company. Submitting Party agrees that he or she will not be entitled to any compensation because of the use by the Company of any such similar idea or material.

2. Submitting Party further understands that the Company would refuse to accept and evaluate the Material in the absence of Submitting Party’s acceptance of each and all of the provisions of this Agreement, Waiver and Release. Submitting Party shall retain all rights to submit this or similar material to persons other than the Company. Submitting Party acknowledges that no fiduciary or confidential relationship now exists between the parties, and Submitting Party further acknowledges that no such relationships are established between the parties by reason of this Agreement, Waiver and Release or by reason of Submitting Party’s submission to Company of said Material.

3. Submitting Party acknowledges that he/she/it is submitting the Material voluntarily, on an unsolicited basis, and not in confidence, and that no confidential, fiduciary or any other relationship whatsoever is intended or created between Company and Submitting Party by the submission of the Material. Nothing in this Agreement, Waiver and Release, nor the submission of the Material, shall be deemed to place Company, its employees, and/or contractors in any different position from any other member of the public with respect to the Material. Accordingly, Company, its employees, and/or contractors may use any part of the Material that any member of the public freely could use without liability to Submitting Party.

4. Submitting Party understands that the Company is under no obligation to read and evaluate the Material.

5. Submitting Party hereby represents and warrants: (a) the Material is original and the product of the Submitting Party’s own individual thought, labor and research; (b) that the Material is solely owned by the Submitting Party and no other person, firm or corporation has any right, title or interest in or to the Material; (c) that the Submitting Party has full right to submit the Material to the Company upon all of the terms and conditions stated herein; and (d) that the Material does not violate or infringe on the rights of any person, firm or corporation. Further, Submitting Party will indemnify the Company, its employees, officers, executives, representatives, and agents (“Indemnified Party”) from any and all claims, loss or liability (including reasonable attorneys’ fees) that may be asserted against the Indemnified Party, at any time, in connection with the Material or any use thereof, including without limitation those arising from any breach of the warranties and promises provided herein.

6. The Company may use without any obligation or payment to Submitting Party the Material, or any part thereof or ideas therein, to the extent that such Material, part, or idea meets any one of the following criteria: (i) is similar to or contains significant elements encompassed in a concept under consideration or in development by Company at the time of the Submitting Party’s submission; or (ii) is not unique, novel,original and concrete as to be entitled to intellectual property protection under the law; or (iii) has been made public by anyone at the time of my submission or otherwise is in the public domain; or (iv) would be freely usable by a third person if it had not been accepted as a submission or the subject of any Agreement, Waiver and Release; or (v) is not protected by Federal copyright law or is not protectable as literary property under the laws of plagiarism; or (vi) if other similar or identical projects, ideas or materials are independently created by Company’s employees, contractors, or associates or those of third parties. Any of said Material which in accordance with the preceding sentence, the Company is entitled to use without obligation to Submitting Party is hereinafter referred to as “Unprotected Material.” Submitting Party recognizes that other persons, including Company’s employees or contractors, may have submitted to Company or others, or made public, or may in the future create and submit, or make public, similar or identical material that Company may have the right to use, and Submitting Party understands that he/she/ it will not be entitled to any compensation because of Company’s use of other similar or identical material. Submitting Party understands and agrees that Company’s use of material containing features or elements similar or identical to those contained in the Material will not obligate Company to negotiate with Submitting Party or entitle Submitting Party to any compensation if Company has an independent legal right to use that other material (for example, because the features or elements are not new or novel, were not originated by Submitting Party, or were or may hereafter be independently created and/or submitted by other persons, including Company’s employees and/or contractors).

7. The parties agree that if the Company uses or causes to be used any of the Material provided and it has not been obtained from, or independently created by, another source (or is not otherwise permitted to by used by Company in accordance with Section 6 or any other term or provision of this Agreement), the parties shall work in good faith to enter into an agreement to allow the Company to use the Material.

8. Submitting Party expressly waives any claim for express or implied breach of contract with respect to the Material, and Submitting Party expressly waives any other claim of any kind or nature whatsoever with respect to any Unprotected Material. Submitting Party hereby releases, discharges, and holds Company harmless from any and all such claims, whether at law or in equity. Submitting Party agrees to give the Company written notice by certified or registered mail of any claim arising in connection with the Material or arising in connection with this Agreement, Waiver and Release, within thirty (30) calendar days after Submitting Party acquires knowledge of such claim, or of a breach or failure to perform the provisions of this Agreement, Waiver and Release, or if it be sooner, within thirty (30) calendar days after Submitting Party acquires knowledge of facts sufficient to put the Company on notice of any such claim, or breach or failure to perform. Submitting Party’s failure to so give the Company written notice will be deemed an irrevocable waiver of any rights Submitting Party might otherwise have with respect to such claim, breach or failure to perform.

9. Submitting Party has retained at least one copy of the Material, and Submitting Party releases the Company, its employees, officers, executives, representatives, and agents from any and all liability for loss or other damage to the copies of said material submitted to you here under.

10. Either party to this Agreement, Waiver and Release may assign or license its or their rights here under, but such assignment or license shall not relieve such party of its or their obligations here under. This Agreement, Waiver and Release shall inure to the benefit of the parties hereto and their heirs, successors, representatives, assigns and licenses, and any such heir, successor, representative, assign or licensee shall be deemed a third-party beneficiary under this Agreement, Waiver and Release.

11. Submitting Party hereby acknowledges and agrees that there are no prior or contemporaneous oral Agreement, Waiver and Releases in effect between the parties pertaining to the Material, or pertaining to any material (including, but not limited to, Agreement, Waiver and Releases pertaining to the submission by Submitting Party of any ideas, formats, plots, characters, or the like). Submitting Party further agrees that no other obligations exist or shall exist or be deemed to exist unless and until a formal written Agreement, Waiver and Release has been prepared and entered into by the parties, and then the parties’ rights and obligations shall be only as are expressed in said formal written Agreement, Waiver and Release.

12. Submitting Party understands that whenever the “Company” is used above, it refers to (1) the Company, (2) any company affiliated with the Company by way of common ownership or otherwise, (3) Company subsidiaries, (4) subsidiaries of such affiliated companies, (5) any firm, person or entity to whom the Company is leasing production facilities, (6) clients of any subsidiary or affiliated company of the Company, and (7) the officers, agents, servants, employees, stockholders, members, clients, successors and assigns of the Company. If more than one party signs this Agreement, Waiver and Release as the Submitting Party, then references to “Submitting Party” throughout this Agreement, Waiver and Release shall apply to each party, jointly and severally.

13. Should any provision or part of any provision be void or unenforceable, such provision or part thereof shall be deemed omitted, and this Agreement, Waiver and Release with such provision or part thereof shall remain in full force and effect.

14. Submitting Party further covenants and agrees that this Agreement, Waiver and Release shall be construed in accordance with the laws of the State of Georgia and that any mediation, suit or other proceeding relating to this Agreement, Waiver and Release and any activities covered hereby must be filed or entered into only in the state courts located in Cobb County, Georgia, or the federal District Court for the Northern District of Georgia. Any portion of this Agreement, Waiver and Release deemed unlawful or unenforceable is severable and shall be stricken without any effect on the enforceability of the Release as a whole to the full extent authorized by law.

15. Submitting Party has read and understands this Agreement, Waiver and Release and no oral representations of any kind have been made to me and this Agreement, Waiver and Release states our entire understanding with reference to the subject matter hereof. Any modification or waiver of any of the provisions of this Agreement, Waiver and Release must be in writing and signed by the parties.

ACKNOWLEDGEMENT & AGREEMENT

SUBMITTING PARTY HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT, WAIVER AND RELEASE AS SET FORTH ABOVE AND UNDERSTANDS THAT HE/SHE/IT HAS GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT. IF THE SUBMITTING PARTY IS A NATURAL PERSON, SUBMITTING PARTY CERTIFIES THAT HE OR SHE HAS REACHED THE AGE OF MAJORITY, HAS SIGNED UNDER HIS OR HER OWN FREE WILL AND IS SUFFERING UNDER NO LEGAL
DISABILITIES.