The Factory Agency

Policy Concerning Submission Of Ideas And Other Materials

The Factory Agency. wishes to acquaint all those who have asked to submit materials, including ideas, proposals, marketing or promotional plans, program formats, literary material, video and musical compositions, with the problem that faces us in reviewing, investigating, inspecting and evaluating these materials.

Much of the material that is now being submitted embodies materials, suggestions or ideas substantially similar or identical to those which have been developed by our staff or which have been submitted by others. Further, we may begin using material similar or identical to yours, which we received after the date of your submission. Accordingly, we feel that we can receive and review materials only if it is left up to us to determine whether we have in fact used these ideas and to decide what compensation should be paid in event of use.

Because of this, it is our policy to require the signing of the enclosed release before considering any material, proposals, marketing or promotional plans, program formats, literary material, videos or musical compositions.  Please read the release carefully and return a signed copy along with the material you wish to submit

SUBMISSION RELEASE

Dear Sir/Madam:

You have indicated that you wish to submit to The Factory Agency. (“TFA”) certain ideas, concepts, proposals, marketing or promotional plans, program formats, treatments or other material (the “Material”).  By clicking on the (“I Agree”) box in the space indicated on the web site, you confirm that you have read the enclosed TFA policy concerning the acceptance of the Material for review, and you also accept the terms of this Release.  The Material should be summarized on the Message box or attached by a file.

The following will constitute our agreement with respect to the Material:

1. In consideration of your agreement to the terms and conditions set forth below, TFA agrees to cause its appropriate employee(s) and/or any other person(s) that TFA deems appropriate to review the Material.
2. You acknowledge that there does not now exist, nor has there ever existed, nor will there exist, a fiduciary relationship between you and TFA. You requested this opportunity to submit the Material to TFA and you make this submission voluntarily and on an unsolicited basis.  You and TFA have not yet reached an agreement concerning the use of the Material and you realize that no obligation of any kind is assumed by, or may be implied against, TFA unless and until a formal written contract has been entered into between you and TFA, and then the obligation will be only as is expressed in the formal written contract.
3. You declare that all of the important features of the Material, and the particular items being submitted by you (e.g. script, outline, treatment, drawings, photographs, taped materials, etc.) are summarized on Schedule A annexed to this Release, and you have not given or disclosed any other features of the Material to TFA.

         You acknowledge that this Release covers and governs any and all of the Material, whether first submitted to TFA contemporaneously with, or prior to, or following the execution of this Release, and applies also to any submission of the Material made to TFA by another source, directly or indirectly, by or through you.

         You warrant that you are the sole and exclusive creator, author and owner of the Material, and that to your knowledge no one else has any right to the Material.  You further warrant that no rights in the Material have previously been granted to anyone nor has the Material otherwise been exploited in any way.  You believe the Material and its features to be unique and novel.

         However, you cannot and will not assume or infer from the fact that TFA will accept your offer to submit the Material to TFA, that TFA regards the Material or any part thereof, as novel, valuable or usable.  You recognize that other persons including TFA employees may have submitted to TFA or to others or made public, or may hereafter originate and submit to make public, similar or identical material which TFA will have the right to use, and you understand that you will not be entitled to any compensation because of TFA’s use of such other similar or identical material.  Subject to the foregoing provisions, TFA will not make any use of any legally protectable

portion of the Material unless you and TFA have agreed in writing, signed by both parties, concerning your compensation of such use, which compensation will in no event be greater that the compensation normally paid by TFA for similar material from comparable sources.

1. You agree that any claim, controversy or dispute arising hereunder will be resolved by binding arbitration in the County of Los Angeles, State of California, in accordance with the rules and regulations of the American Arbitration Association then in effect, provided that said arbitration will be heard before a single arbitrator experienced in entertainment law and business practice, and judgment upon the award of the arbitration will be entered and enforced in any court of competent jurisdiction.
2. You have retained a copy of this Release and of the Material, and you release TFA from liability for loss or damage to the Material. You also acknowledge and agree that TFA is not obligated to return the Material to you. TFA’s review of the Material constitutes TFA’s acceptance of the terms and conditions set forth herein, and TFA is relying upon your agreement herein in considering the Material for review.  TFA agrees to use reasonable efforts to keep the Material confidential.
3. This Release constitutes our entire understanding and agreement, and supersedes all prior understandings, whether written or oral. Any subsequent modification or waiver of this Release must be in writing, signed by both of us. The invalidity of any provision hereof is not to affect the remaining provisions.
4. You are executing this Release voluntarily, without coercion or undue influence from any course, and do so with complete understanding of all its terms and effects and every portion thereof.
5. As used in this Release, the terms “you” and “your” includes and binds the undersigned and any and all legal representatives of the undersigned. As used in this Release, the term “TFA” includes and inures to the benefit of The Idea Factory, its parent company, and their successors, assigns, employees, officers, directors, licensees and associated companies and individuals.