SUBMISSION AGREEMENT
This
SUBMISSION
AGREEMENT
(“
Submission
Agreement
”)
shall
govern
the
submission
of
scripts,
(collectively, the “
Material
”) submitted by you (“
Writer
”) to The Black List, LLC (“
Company
”)
and
Netflix,
Inc.
(“
Producer
”)
in
connection
with
Company
and
Producer’s collaboration on
a program
to
identify
two
Latinx
writers
for
the
purpose
of
increasing
access
and
opportunities
for
Latinx
writing
talent
(the
“
Program
”).
For
good
and
valuable
consideration,
the
receipt
and
sufficiency
of
which Writer acknowledges, by opting-in to the Program, Writer hereby irrevocably agrees as follows:
1.
Representation
and
Warranty:
Writer
represents and warrants (i) that Writer meets the submission
eligibility
requirements
posted
on
the
Company’s
website,
and
(ii)
that
Writer
is
the
sole
author
and
owner
of
the
Material
(or
a
member
of
a team of writers who is the sole author and owner of
the
Material),
and
that
Writer
has
the
power
and
authority
to submit the Material to Company on
the terms hereof without the consent of any other party.
Writer agrees to indemnify Company and
Producer
against
any
liabilities,
losses,
claims,
demands,
costs
(including
reasonable
attorneys’
fees), or expenses arising in connection with Writer’s breach or alleged breach of the foregoing.
2.
Review
of
Material:
Writer
acknowledges
that
the
only
obligation
undertaken
by
Company
and
Producer
in
consideration
of
Writer’s
submission
is
to
accept
the
material
for
review
and
to
review
if
and
to
the
extent
Company
and Producer deem appropriate. No other obligation or duty
on
Company’s
and
Producer’s
part
shall
arise
from
or
be
implied
by
this
submission.
Without
limiting
the
foregoing,
Writer
understands
that
Company
and
Producer
are
under
no
obligation
whatsoever to select Writer for the Program.
3.
Writer’s
Commitments.
Writer
will
provide
any
additional
information
requested
by
Company
and
Producer,
including
a
one-page
personal
biography,
and
Writer’s
contact
information
and
Writer
consents
to
Company
and
Producer
sharing
such
material
with
third
parties
to
the
extent
appropriate
in
connection
with
the
Program.
In
the
event
that
Writer
is
selected
by
Producer
to
participate
in
the
Program,
Writer
grants
Company
and
Producer
the
right
to
use
Writer’s
name,
likeness
and
biography
in
connection
with
the
Program,
including,
without
limitation,
in
connection with promotional materials for future iterations of the Program.
4.
Use
of
Material;
Release:
Writer
understands
that
Company
and
Producer
have
access
to
and/or
may
develop
or
have
developed
materials
and
ideas
which
may
be
similar
or
identical
to
the
Material
in
theme,
idea,
plot,
format
or
other
respects.
Writer
agrees
that
Writer
will
not
be
entitled
to
any
compensation
because
of
the
use
of
any
such
similar
or
identical
material
which
may have been independently created by Company or Producer or may have come to Company or
Producer
from
any
other
independent
source.
Writer
acknowledges
that
Company
and
Producer
are
not
agreeing
to
refrain
from,
or
to
compensate
Writer
for,
the
use
of
any
elements
of
the
Material
which
are
not
protected
by
copyright
laws,
including,
by
way
of
illustration,
ideas,
historical
or
factual
matters
or
other
public
domain
elements
or
aspects
of
the
Material.
The
foregoing
shall
apply
whether
or
not
Company
and
Producer
have
obtained
such
ideas
and/or
other
public
domain
elements
from
other
sources.
For the avoidance of doubt, nothing contained
in
this
Submission
Agreement,
nor
the
fact
of
Writer’s
submission
of
the
Material
to
Company
and
Producer,
shall
be
deemed
to
place
Company
or
Producer
in
any
different
position
than
any
other
member
of
the
public
to
whom
Writer
has
not
submitted
said
Material
with
respect
to
any
portion
of
the
Material
that
does
not
constitute
protectable literary property.
Except as otherwise
provided
in
this
Submission
Agreement,
Writer hereby releases Company and Producer from any
and
all
claims,
demands
and
liabilities
of
every
kind
whatsoever,
know
or
unknown,
that
may
arise
in
relation
to
the
Material
or
by
reason
of
any
claim
now
or
hereafter
made
by
Writer
that
Company
or
Producer
have
used
or
appropriated
the
Material,
except
for
fraud
or
willful
misconduct
on
the
part
of
Company
or
Producer.
Writer
agrees
to
indemnify
Company
and
Producer
against
any
liabilities,
losses,
claims,
demands,
costs
(including
reasonable
attorneys’
fees),
or
expenses
arising
in
connection
with
Writer’s
breach
or
alleged
breach
of
the
foregoing.
All
references
in
this
paragraph
to
Company
and
Producer
shall
include
Company’s
and
Producer’s
respective
employees,
officers,
directors,
board
members,
advisory
board
members,
organization
members,
program
judges,
independent
contractors,
agents,
representatives,
affiliates,
licensees,
successors,
assigns
and
any
person
to
whom
Company
or
Producer
have
given
access
to
the
Material,
all
of
whom
shall
be
deemed
third
party
beneficiaries
of
this
Submission Agreement.
WRITER
ACKNOWLEDGES
THAT
HE/SHE
IS
FAMILIAR
WITH
THE
PROVISIONS
OF
CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
“A
GENERAL
RELEASE
DOES
NOT
EXTEND
TO
CLAIMS
THAT
THE
CREDITOR
OR
RELEASING
PARTY
DOES
NOT
KNOW
OR
SUSPECT
TO EXIST IN HIS OR HER FAVOR
AT
THE
TIME
OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD
HAVE
MATERIALLY
AFFECTED
HIS
OR
HER
SETTLEMENT
WITH
THE
DEBTOR OR RELEASED PARTY.”
WRITER,
BEING
AWARE
OF
SAID
CODE
SECTION,
HEREBY
EXPRESSLY
WAIVES
ANY
RIGHTS
HE/SHE
MAY
HAVE
THEREUNDER,
AS
WELL
AS
UNDER
ANY
OTHER
STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
5.
Return
of
Material:
Company
and
Producer
may,
but
shall
not
be
obligated
to,
return
Writer’s
Material
to
Writer,
but
Company
and
Producer
shall
not
be
liable
in
any
way
if
it
is
lost,
misplaced, stolen or destroyed.
6.
Arbitration:
If
there
is
any
dispute
arising
out
of
this
agreement,
or
the
Program,
including
a
dispute
about
the
validity,
operation,
meaning
or
breach
hereof
(including,
for
example,
if
Company
and/or
Producer
should
determine
that
they
have
the
right
to
use
material
without
entering
into
a
further
agreement
with
Writer,
and
Writer
disagrees with their determination), the
dispute
between
the
parties
(the
“
Dispute
”)
shall
be
submitted
to
final
and
binding
arbitration,
which
shall
constitute
the
sole
dispute
resolution
mechanism
hereunder
and
Writer
irrevocably
waives
any
rights
to
seek
other
relief
at
law
or
equity.
The
arbitration
shall
be
controlled
by
the
terms
of
this
agreement,
on
an
individual
and
not
class
basis
only,
and
any
award
favorable
to
Writer
shall
be
limited
to
the
fixing
of
compensation
for
Company
and/or
Producer’s
use
of
the
submitted
material,
which
shall
bear
a
reasonable
relation
to
compensation
normally
paid
by
Company
and/or
to
persons
of
Writer’s
present
stature
and
experience
for
Company
and/or
Producer’s
use
of
similar
material.
The
arbitration
shall
be
initiated
and
conducted
according
to
the
JAMS
Streamlined
(for
claims
under
$250,000)
Arbitration
Rules
and
Procedures,
except
as
modified
herein,
including
the Optional Appeal Procedure, at the Los Angeles office of JAMS, or
its
successor
(“JAMS”)
in
effect
at
the
time
the
request
for
arbitration
is
made
(the
“Arbitration
Rules”).
The
arbitration
shall
be
conducted
in
Los
Angeles
County
before
a
single
neutral
arbitrator
appointed
in
accordance
with
the
Arbitration
Rules.
The
arbitrator
shall
follow
California
law
and
the
Federal
Rules
of
Evidence
in
adjudicating
the
Dispute.
The
parties waive
the
right
to
seek
punitive
damages
and
the
arbitrator
shall
have
no
authority
to
award
such
damages
.
WITHOUT
LIMITING
THE
GENERALITY
OF
THE
FOREGOING,
WRITER
UNDERSTANDS
THAT
WRITER
IS
WAIVING
A
RIGHT
TO
A
TRIAL,
TO
SEEK
AN
Page 2
INJUNCTION
OR
TO
ANY
OTHER
RELIEF
OTHER
THAN
AS
EXPRESSLY
PROVIDED
FOR IN THIS SECTION.
7.
Assignment:
Company
and
Producer
shall
have
the
right
to
assign
this
Submission
Agreement
and
this
Submission
Agreement
shall
inure
to
the
benefit
of
Company’s
and
Producer’s
successors and assigns.
8.
Miscellaneous.
This
Submission
Agreement
shall
be
governed
exclusively
by
the
laws
of
California
without
regard
to
conflict
of
laws
provisions.
Should
any
provision
or
part
of
any
provision
be
void
or
unenforceable,
such
provision
or
part
thereof
shall
be
deemed
omitted
and
this
Submission
Agreement
with
such
provision
or
part
thereof
omitted
shall remain in full force
and
effect.
This
Submission
Agreement
shall
at
all
times
be
construed
as
to
carry
out
the
purposes
hereof.
This
Submission Agreement represents the complete agreement between Writer
and
Company
and
Producer
regarding
the
subject
matter
hereof
and
supersedes
all
prior
or
contemporaneous
negotiations, agreements, representations or undertakings.
Any modification or
waiver
of
any
of
the
provisions
of
this
Submission
Agreement
must
be
in
writing
and
signed by
both parties.
WRITER
INDICATES
HIS/HER
AGREEMENT
HERETO
BY
CLICKING
THE
“YES”
BUTTON
ON
THE
SITE.
WRITER
WILL
HAND
SIGN
A
VERSION
OF
THIS
SUBMISSION
AGREEMENT AND RETURN IT TO COMPANY AND/OR PRODUCER UPON REQUEST.
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