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Submission Agreement

SUBMISSION AGREEMENT

YOU MUST READ, ACKNOWLEDGE AND AGREE TO THE TERMS OF THIS SUBMISSION AGREEMENT PRIOR TO SUBMITTING ANY MATERIALS (AS DEFINED BELOW).

This submission agreement (the “Agreement”) is a between Hoplite, Inc., a California corporation (“Company”) and the undersigned individual or company representative regarding the submission of a script, treatment, synopsis, format, plot, summary, proposal and/or or other literary material(s) or other such materials (“Materials”) submitted through the submission tool provided on the Company website (DOMAIN NAME) or through any other electronic means (“Site”). Submission of Materials through the Site constitutes your acceptance of the terms of this Agreement, which shall take effect upon receipt of Materials and shall constitute the effective date.

Form of Materials. Company will only accept Materials in written and/or recorded form (e.g., no verbal pitches).

Permitted Submissions. Your submission will only be considered if: it is accompanied by a fully executed version of this Agreement; and you have checked the box on the Site that reads “I have read, understood and agree to be bound by the terms and conditions of the Submission Agreement above” or as otherwise set forth on the Site.

Disclosure of Material is Not Confidential. You authorize the Company to discuss your Materials with its employees and other persons deemed by Company as necessary to the consideration of the Materials and evaluation of its overall production potential.

Representations and Warranties:

1.         You acknowledge and agree that the Company receives numerous submissions and some of these submissions may be similar or identical to those developed by Company or its employees or otherwise available to Company. Consequently, Company may already be exploring ideas and concepts generated by employees or other outside sources that resemble your submission. In certain cases, the Company may have considered your ideas in the past or similar ideas that may have been generated independently. By signing below, you agree that you will not be entitled to any compensation because of the use by Company of any such similar idea or material received and/or developed prior to receipt of the submission of your Materials. 

2.         You further understand that the Company would refuse to accept and evaluate the Materials in the absence of your acceptance of each and every provision of this Agreement. In the absence of an agreement between you and the Company regarding the development, production and/or exploitation of the Materials submitted, you shall retain all rights to submit this or similar material to persons or entities other than the Company. You acknowledge that no fiduciary or confidential relationship now exists between Company and you further acknowledge that no such relationship is established by reason of this Agreement or by reason of your submission to the Company of the Materials.

3.         You represent and warrant that youhave the legal right to submit the Materials to the Company for consideration and no third party is entitled to any payment or other consideration as a condition of the exploitation of the Materials and you agree to release, indemnify and hold harmless the Company from and against any and all claims, expenses, losses, or liabilities (including, without limitation, reasonable attorneys’ fees and punitive damages) that may be asserted against Company or incurred by Company arising from a breach of the warranties and promises set forth herein.

4.         Company may use without any obligation or payment to you any portion of the Materials which is not protectable as literary property under the laws of plagiarism, or which a third person would be free to use if the material had not been submitted, which is in the public domain; hereinafter referred to as “unprotected material.”

5.         Company agrees that if Company uses or causes to be used any protected material provided it has not been obtained from, or independently created by, another source, Company will pay or cause to be paid to you an amount which is comparable to the compensation customarily paid for similar material.

6.         In the event of any dispute concerning the Materials or any claim of any kind arising in connection with the Materials or arising in connection with this Agreement, such dispute will be submitted to binding arbitration. BY SIGNING THIS AGREEMENT, THE PARTIES ACKNOWLEDGE THEY ARE AGREEING TO ARBITRATE ALL CLAIMS AND ARE WAIVING THEIR RIGHTS TO A JURY TRIAL. Either party may commence arbitration proceedings by giving the other party written notice thereof by registered mail to the address provided or, as to the Company, to the registered agent of the Company. The arbitration shall be conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures and shall occur in Los Angeles, California and shall be governed by and subject to the laws of the State of California. The arbitration award shall be final and binding and a judgment upon the award may be enforced by any court of competent jurisdiction.

7.         You represent that you have retained at least one copy of the Materials, and you release Company from any and all liability for loss or other damage to the copies of the Materials submitted to Company hereunder.

8.         Either party to this Agreement may assign or license its or their rights hereunder, but such assignment or license shall not relieve such party of its or their obligations hereunder. This Agreement 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.

9.         You hereby acknowledge and agree that there are no prior or contemporaneous oral agreements in effect between Company and you pertaining to the Materials. You further agree that no other obligations exist or shall exist or be deemed to exist unless and until a formal written agreement has been entered into by both the Company and you and your rights and obligations shall be only as are expressed in said formal written agreement.

10.       If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

11.       This Agreement shall be governed by the laws of the State of California applicable to agreements executed and to be fully performed therein.

12.       You have read and understand this Agreement, no oral representations of any kind have been made to you, and this Agreement states our entire understanding with reference to the subject matter hereof. Any modification or waiver of any of the provisions of this Agreement must be in writing and signed by both parties.

ACCEPTED AND AGREED TO BY: