Thank you for your interest in submitting your ideas, scripts and/or other materials (individually and collectively, “Submission”) to Sunken Place Studios (“SPS”) for consideration. You (hereafter, “You” or “Your”), hereby acknowledge and agree that Your Submission to SPS is subject to the following terms and conditions:
You acknowledge and agree that this Agreement applies to any and all previous, current and/or future Submission made by You to SPS, as well as to any and all additional ideas, concepts, suggestions and/or other materials (verbal and/or written) which You may discuss with SPS, if any, and that SPS will not read or consider any Submission or any such other additional ideas, concepts, suggestions and/or other materials (verbal and/or written), without Your acceptance of this Agreement.
The Submission is made by You on a voluntary and unsolicited basis. No confidential relationship will be established by such Submission of materials or implied from SPS’ consideration of the Submission, and the Submission is not submitted “in confidence.” You agree that SPS may discuss Your Submission with employees and/or third parties in connection with SPS’ consideration of your Submission.
You expressly acknowledge and agree that neither SPS’ review of Your Submission nor SPS’ willingness to consider negotiating with you regarding Your Submission, constitutes or creates an implied-in-fact or implied-in-law contract, even if there exists an industry custom to the contrary. You further acknowledge and agree that Your entitlement to any consideration in connection with Your Submission is entirely dependent upon and subject to SPS and You entering into a new written contract (separate from this Agreement) signed by both parties and specifically related to SPS’ use of Your Submission. If SPS and You do not enter into such a written contract, You will not be entitled to any compensation, credit or other consideration whatsoever from SPS related to Your Submission.
You understand that SPS is constantly developing entertainment and other properties from ideas generated by its employees and/or other outside sources, that it is not uncommon for more than one individual or company to originate substantially similar ideas independent of each other, and that SPS may already have had access to, and/or may have independently created in the past, be in the process of creating, or create in the future, ideas, concepts, or other materials that may be similar or even identical to Your Submission. You acknowledge and agree that SPS may determine in its sole, good faith opinion that it has an independent legal right to use any elements contained in the Submission without any obligation to You, because the elements are not new or novel, are not reduced to concrete form, were not originated by You, or because other persons, including SPS employees, have submitted similar or identical suggestions, or because such elements have been independently conceived or developed by such other persons.
Neither SPS’ consideration of your Submission nor any subsequent negotiations between You and SPS regarding the Submission shall constitute an acknowledgement or acceptance by SPS that You have any protectable copyrights, trademarks, or other intellectual property rights in Your Submission, or be deemed an admission by SPS of the novelty of any ideas contained therein or of the priority or originality of your Submission. You understand and agree that SPS will only have an obligation to get permission from You and to compensate You for those portions of Your Submission that are original to You and are expressed in sufficient detail so as to be protected under United States federal copyright law, and not otherwise.
SPS has no obligation to read, consider, make use of or respond to You regarding, Your Submission, and You understand and agree that regardless of whether SPS reads, considers or responds to You regarding Your Submission, SPS shall not be deemed to be in a worse position with respect to use of public domain ideas and materials or other non-copyrightable ideas and materials than any member of the general public. You should keep a copy of any materials submitted. Do not send any materials You consider irreplaceable. SPS is not obligated to return Your Submission to You.
You represent and warrant that (a) you are at least 18 years of age, (b) Your Submission is wholly original with You, solely owned by You and no other person, firm or corporation has any right, title or interest therein or thereto; (c) You have the full right and authorization to submit the Submission to SPS upon all of the terms and conditions herein stated; and (d) no persons except those also signing below have collaborated with You in creating the Submission.
You agree to defend, indemnify and hold harmless SPS from and against all losses, claims, damages, or liabilities (or actions in respect thereof) that may be asserted against SPS or incurred by SPS which arise out of or in connection with the Submission or any use thereof. All of your rights and remedies arising out of any Submission to SPS shall be limited to any rights and remedies you are accorded by law, and You hereby expressly waive the right to obtain any and all injunctive or other equitable relief against SPS or its assigns in connection with the Submission.
This Agreement shall be governed by the laws of California, and any dispute between the parties shall be submitted to arbitration in Los Angeles, California, according to AAA guidelines. All references to SPS contained in this Agreement include Sunken Place Studios, Monkeyaw Prod., and each of their respective parents, subsidiaries, affiliates, related parties, assigns, employees and principals, including, without limitation, Jordan Peele (all of the foregoing, collectively, “SPS Parties”). All covenants, agreements, waivers and releases made and/or given by You under this Agreement inure to the benefit of the SPS Parties and to their respective successors and assigns. All references to “You” or “Your” applies to (i) You and Your parents, subsidiaries and affiliates (if you are a company); (ii) You and Your principals, licensors and sublicensors (if You are an agent acting on behalf of another person or entity); and (iii) You and Your agents, licensees, and assigns.
This Agreement constitutes the entire understanding between the parties, and Your signature below shall constitute your acceptance of and agreement with the terms and conditions set forth herein.