THE GREY LIST
SUBMISSION TERMS & CONDITIONS
By submitting a script for consideration to be included on The Grey List, the writer (“Submitter”) agrees to the terms set forth within this agreement (the “Agreement”), and constitutes an agreement between Submitter and Daisy If You Do Productions, LLC. and any division, subsidiary, affiliate, parent, or other company under common ownership or control of as well as each of the directors, officers, agents, employees, consultants, lessees, licensees, successors, and assigns of the foregoing (collectively, the “Company”) concerning the Submitter’s submission and/or pitching to Company of certain literary materials and/or ideas as described below (collectively, “the Material”).
In consideration of Company’s review of the Material, Submitter hereby agrees as follows:
1. Submitter acknowledges that Company’s consideration of the Material is not an admission by Company of the novelty, propriety, originality, or value of such Material. Submitter further acknowledges that the Material has not been previously disclosed to Company (or any entity or individual on behalf of Company) and that Company has not made any prior inducements, promises, or representations to Submitter regarding the Material.
2. Submitter hereby represents and warrants that: (a) Submitter is the sole originator of the Material, that the Material is solely owned by Submitter, and that no other person or legal entity has any right, title, or interest therein or thereto; (b) the Material does not, nor does Company’s review or use thereof, infringe or violate any 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 Material or Company’s review or use thereof constitute defamation, libel, or slander against any third party; (c) Submitter has the full right and authorization to submit the Material to Company upon all of the terms and conditions herein stated; (d) no persons other than those signing below have collaborated with Submitter in creating or developing the Material, nor do any persons other than those signing below have any rights in such Material inconsistent with Submitter’s agreement hereunder; and (e) Submitter has fully read, understands, and agrees to this Agreement.
3. Submitter hereby agrees to indemnify and hold harmless Company from and against any and all claims, expenses, losses, or liabilities (including, without limitation, reasonable attorneys’ fees), now known or unknown, that may be asserted against Company or incurred by Company at any time in connection with the Material or any use thereof, including, without limitation, those arising from any breach or alleged breach of the representations and warranties given by Submitter herein.
4. Submitter acknowledges that no fiduciary or confidential relationship now exists between Company and Submitter, and that no such relationships are established between Company and Submitter by reason of this Agreement or by reason of Submitter’s submission to Company of the Material. Company is free to accept or reject Submitter’s Material in the exercise of its sole discretion, and Company is under no obligation to Submitter to develop, produce, acquire, release, or otherwise use any of the Material. Submitter also understands and agrees that Company does not undertake and is not expected to consider the Material in confidence. Accordingly, Submitter acknowledges that Company may disclose the Material to various employees, and possibly even to those outside of Company’s employ, to determine the Material’s value and marketability.
5. Company shall be entitled to all rights of exploitation in any ideas, concepts, or materials that Company independently creates, or that Company acquires from a third party, even if similar or identical to the Material. Submitter acknowledges that any Material submitted by Submitter to Company may be similar or identical to projects, products, ideas, designs, and other materials that are already owned by Company, submitted to Company by others, or that hereafter may be originated by Company or submitted to Company by others, and that materials used by Company may embody elements similar to any Material provided by Submitter to Company. Submitter acknowledges that Submitter shall not be entitled to any compensation because of Company’s use of such other similar or identical elements or items.
6. Submitter understands and agrees that Company is entitled to use any part of the Material not owned or controlled by Submitter without any notice, compensation, credit, or any other consideration to Submitter.
7. Company shall be under no obligation of any kind to Submitter unless such obligations are undertaken by Company pursuant to a separate written agreement fully executed by Submitter and Company. Without in any way limiting the generality of the preceding sentence, no agreement to pay any compensation or provide any credit shall be implied from Company’s consideration of the Material or from the failure of Company to respond after receiving the Material.
8. SUBMITTER AND COMPANY AGREE THAT ANY AND ALL DISPUTES BETWEEN THEM SHALL BE SUBMITTED TO ARBITRATION IN LOS ANGELES COUNTY, CALIFORNIA, ACCORDING TO THE THEN CURRENT RULES OF THE AMERICAN ARBITRATION ASSOCIATION, USING ONE (1) ARBITRATOR RATHER THAN A PANEL. The arbitrator selected shall be knowledgeable in and have experience in the motion picture and television industries. Should Submitter allege Company’s wrongful appropriation of the Material or any part thereof, Submitter will undertake the entire burden of proof of originality, access, copying, and all other elements necessary to establish Company’s liability, and Submitter agrees that the submission of the Material shall in no event give rise to a presumption or inference of copying or taking, or that anyone other than the individual(s) to whom Submitter delivered the Material had access to or knowledge of the Material. The parties hereby waive any and all rights and benefits under the laws of the State of California or elsewhere to litigate any such dispute in court, it being the intention of the parties to arbitrate any disputes. The arbitrator’s decision will be controlled by the terms of this Agreement. Submitter agrees and understands that the amount of any award to Submitter shall in no event exceed the lesser of (i) the fair market value of the Material as of the date of this Agreement or (ii) One Thousand Dollars ($1,000). Without limiting the foregoing, in no event shall Submitter be entitled to seek and obtain injunctive or any other equitable relief, or to interfere in any way with the production, distribution, or other exploitation of any of Company’s present or future television properties. The parties further agree that the arbitrator shall be entitled to award to the prevailing party in any proceedings such party’s reasonable outside attorneys’ fees and expenses incurred in connection with such dispute.
9. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, successors, representatives, assigns, and licensees. Should any provision or part of any provision of this Agreement be held void or unenforceable, such provision or part thereof shall be deemed omitted and replaced by an enforceable provision that most closely reflects the parties’ intent as expressed herein. As so modified, this Agreement shall remain in full force and effect. This Agreement shall be construed according to the laws of the State of California without reference to that state’s conflicts of law provisions. This Agreement may not be changed, modified, terminated, or discharged except by a writing signed by both parties.
SUBMITTER HEREBY STATES AND ACKNOWLEDGES THAT SUBMITTER HAS READ AND UNDERSTANDS THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO SEEK LEGAL COUNSEL IN CONNECTION THEREWITH AND HAS EITHER OBTAINED SUCH LEGAL COUNSEL OR HAS VOLUNTARILY ELECTED NOT TO DO SO. SUBMITTER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS BETWEEN THE PARTIES, WRITTEN OR ORAL, PERTAINING TO THE MATERIAL AND THAT THIS AGREEMENT REPRESENTS SUBMITTER’S AND COMPANY’S ENTIRE UNDERSTANDING AND AGREEMENT CONCERNING THE MATERIAL. SUBMITTER FURTHER ACKNOWLEDGES AND AGREES THAT BY ENTERING THIS AGREEMENT, SUBMITTER HAS VOLUNTARILY AGREED TO BINDING ARBITRATION AND HAS WAIVED ANY RIGHT TO PURSUE ANY CLAIMS IN CONNECTION WITH THE MATERIAL IN COURT (WHETHER STATE, FEDERAL, OR OTHERWISE).
Please note that at the bottom of the submission form for The Grey List, you will be required to check a box confirming you have read and agree to these terms.