SUBMISSION AGREEMENT
NOW WITNESSETH
AVM PRODUCTIONS, a submitted materials specified in
Partnership Firm, having its
registered office at AVM Studios
Compound, 38, Arcot Road,
Vadapalani, Chennai 600 026 ,
(herein after referred to as
‘AVM”, which expression shall
unless repugnant to the context
or meaning thereof, be deemed
to mean and include its
successors and assigns);
AND
‘Releasing Party’ detailed below,
which expression shall unless
repugnant to the context or
meaning thereof, be deemed to
mean and include its successors
and assigns);
AVM and Releasing Party shall,
wherever the context so requires,
be referred to individually as
“Party” and jointly as “the
Parties” hereto.
Whereas, AVM is into the
business of Production of Feature
Films, Web Series and OTT
Content, Originals for Television
and Allied Services;
Whereas, the Releasing Party has
represented that it is the sole and
exclusive owner of all Intellectual
Property Rights relating to the
Story/Concept of the Submission
mentioned in this Agreement
(Hereinafter referred to as
“Material(s)”);
Whereas, the Releasing party has
agreed to grant AVM and its
affiliates and related entities the
exclusive rights and permission to
review and assess the Materials;
and
Whereas, in connection with the
foregoing, parties deem it to be in
their respective best interests to
set forth certain understandings
between them.
entities the right and permission
to review and assess the
1.DEFINITIONS:
1.1. Affiliate any entity
directly or indirectly controlling,
controlled by, or under common
control with, the Company or any
other entity designated by the
Board in which the Company or
an Affiliate has an interest.
1.2. Applicable Law shall
mean all laws, rules, regulations,
statutes, codes, ordinances, case
law, judgments, decrees and
consent orders, and requests,
demands, directives or rulings by
governmental, semi/quasi-
governmental or regulatory
agencies, applicable to the Parties
where they are located or doing
business or which otherwise
apply to the Services.
1.3. Business Day mean all
days, excluding Saturdays,
Sundays and all days observed by
India as legal holidays. In the
event that any date for
performance falls on a day other
than a business day, then
performance shall be postponed
until the next business day.
1.4. Intellectual Property
means all copyrights, trademarks,
trade names, patents, designs
and other forms of intellectual
property now in existence or
made available in future relating
to the Film/Web series/OTT
Original.
2. SCOPE & SUBMISSION:
2.1. The purpose of this
Agreement is to provide certain
exclusive rights relating to the
Materials to AVM for reviewing
and assessing the Materials.
2.2. For good and valuable
consideration, the receipt and
sufficiency of which is hereby
acknowledged, the Releasing
Party hereby agrees to the terms
and conditions set forth in this
Submission Agreement (the
“Agreement”) and grants to AVM
and its affiliates and related
unsolicited submissions of ideas,
formats, stories, or other
this Agreement (collectively, the
“Submission”).
2.3. Releasing Party
acknowledges that Releasing
Party is not disclosing or
submitting any ideas, formats,
stories or other material other
than as expressly specified in this
Agreement and AVM has not
received and will not review or
assess any ideas, formats, stories
or other material not expressly
specified in this Agreement.
2.4. This Agreement
replaces and revokes any and all
previous understandings and
agreements between the parties,
whether oral or written.
3. RESPONSIBILITIES:
3.1. Releasing Party shall
not, individually or jointly, or by
any means of press agents or
publicity or advertising agencies
or others, employed or paid by
Releasing Party or otherwise,
circulate, publish or otherwise
disseminate any news stories or
articles, books or other publicity,
containing Releasing Party's
name relating directly or
indirectly to Releasing Party's
submission to AVM of the
Material, unless approved in
writing by AVM.
3.2. Releasing Party shall
not transfer or attempt to
transfer any right, privilege, title
or interest in or to any of the
afore stated things, nor shall
Releasing Party willingly permit
any infringement upon the
exclusive rights granted to AVM.
3.3. Releasing Party shall, as
and when requested by AVM,
consult with AVM and shall be
available for conferences in
person or by telephone.
3.4. Releasing Party
acknowledges that because of
AVM's position in the
entertainment industry, AVM
receives numerous solicited and
material. Releasing Party
understands that many such
submissions are similar to ideas,
formats, stories and other
material developed or acquired
by AVM and/or otherwise
available to AVM, and that AVM
may have already developed or
acquired, or may in the future
develop or acquire, formats,
stories or other material which
may be similar or identical to the
Material.
3.5. AVM has no obligation
to review, assess, utilize or exploit
the Materials. AVM reserves the
right to accept or reject the
Materials in its sole discretion.
3.6. Neither AVM’s
consideration of the Materials
nor any subsequent negotiations
regarding the Materials will be
deemed an admission by AVM of
the novelty of any ideas or
elements contained therein, or of
the priority or originality of the
Materials. Releasing Party
acknowledges that AVM may
determine that it has an
independent legal right to use any
ideas and/or elements contained
in the Materials without any
obligation to Releasing Party
whatsoever because such ideas
and/or elements are not new or
novel, are not reduced to a
concrete form, were not
originated by Releasing Party,
and/or because AVM may have
already developed or acquired, or
may hereafter develop or
acquire, similar or identical ideas
and/or elements.
3.7. Releasing Party
understands that Releasing Party
will not be entitled to any
compensation because of use of
any submission which may be
similar or identical to the
Materials. Releasing Party
acknowledges that at this time
AVM has no intent to compensate
Releasing Party in any way in
connection with the Materials,
and Releasing Party has no
expectation of receiving any
compensation in connection with
the Materials.
3.8. Releasing Party
represents and warrants that (i)
Releasing Party has the full right,
power and authority to execute
this Agreement and to submit the
Materials in accordance with the
terms of this Agreement; (ii)
Releasing Party is the sole author
of the Materials and owns and
controls all right, title and interest
in and to the Materials, (iii) the
ideas and elements comprising
the Materials are original to
Releasing Party; (iv) the Materials
are free from any lien, charges,
third party interests or
encumbrances; and (v) the
Materials does not contain any
confidential information or any
information or material which
Releasing Party is not entitled to
disclose or submit to AVM.
3.9. Releasing Party shall
not disclose to any third party any
non-public information regarding
AVM, its parents, affiliates,
employees, and contractors,
including, without limitation, the
terms of this Agreement, AVM’s
strategies, development plans
and/or business operations.
3.10. Releasing Party has
retained at least one copy or
duplicate of the Materials. AVM
will not be responsible for any
inadvertent loss of, or damage or
destruction to, the Materials.
AVM is not required to return or
destroy the Materials. Releasing
Party understands that AVM's act
of returning or destroying the
Materials will not terminate this
Agreement or affect any rights or
obligations under this
Agreement.
3.11. To the maximum extent
permitted by applicable law,
Releasing party’s right and
remedies arising out of Materials
shall be limited to those provided
under the Indian Copyright Act,
1957 (as amended), except
Releasing Party waives any right
to seek or obtain injunctive relief.
For the avoidance of doubt,
Releasing Party waives and
releases all claims under any
other legal theory (including,
without limitation, claims based
on implied contract or unjust
enrichment theories) arising from
this Agreement and/or Releasing
party’s Materials to AVM.
3.12. The Releasing Party
agrees and warrants that all
material submitted by it to AVM is
wholly original and is not an
adaptation of any other person’s
copyright, nor an adaptation of
any other cinematography or
story in any format and it does
not infringe upon or violate any
copyright.
4. TERM:
4.1. This Agreement shall
commence from the Effective
date below written and shall be
for a period of One (1) year from
the date or until AVM (in its sole
discretion) in writing notifies the
Receiving Party that it rejects the
Material, whichever is earlier.
4.2. In the event that AVM
notifies the Receiving Party in
writing that it accepts the
Material, this Agreement shall
automatically be extended from
the date of notification for a
further period of One (1) year for
the parties to come into
commercial understanding and
enter into Definitive Agreements.
5. TERMINATION: AVM
may for any reason or for no
reason terminate the Agreement
upon providing 15 days written
notice to the Releasing Party.
6. GENERAL
COMPLIANCE:
6.1. NOTICES AND
AMENDMENTS:
6.1.1. Any notice and other
communications provided for in
this Agreement shall be in writing
and shall be first transmitted by e-
mail, telex, cable or facsimile
transmission and then confirmed
by postage, prepaid registered air
mail or by recognized courier
service, in the manner as elected
by the Party giving such notice to
the addresses given in this
agreement.
6.1.2. Both parties will duly
notify the other of any change in
their respective addresses.
6.1.3. No amendment to this
present agreement will be
effective unless reduced to
writing and signed by both the
parties or their authorized
representatives.
6.2. FORCE MAJEURE. If
either party shall be prevented
from performing any portion of
this Agreement by causes beyond
its control, including Act of God,
accident, earthquake, fire,
lockout, terrorism, strike or other
official labour dispute, union
problem, war, curfew, riot or civil
commotion, such defaulting party
shall be excused from
performance for the period of the
delay and for a reasonable time
thereafter.
6.3. INDEMNITY: The
Releasing Party hereby agrees to
indemnify AVM against any claim
by any Third Party in respect of
the Copyrights of the Material.
Releasing Party agrees to defend,
indemnify and hold AVM, its
affiliates and related entities, and
the officers, directors,
shareholders, employees,
partners, agents, licensees and
assigns of all the foregoing,
harmless from and against any
liability, claim, cost, damage, or
expense (including costs and
reasonable attorneys(s) fees,
whether or not in connection
with litigation) arising out of or in
connection with a breach by
Releasing Party of any warranties,
representations, undertakings,
covenants, or agreements
contained in this Agreement.
6.4. LIMITED LIABILITY: To
the fullest extent permitted by
applicable law, Releasing Party
waives all claims against AVM and
its affiliates, producers,
distributors, or financiers for
indirect, incidental, punitive, and
consequential damages.
Releasing Party waives all claims
to damages of any kind arising
from this agreement under any
theory of liability in excess of Rs.
1,00,000/- (Rupees One Lakh
Only) and the aggregate liability
of AVM for such damages will not
exceed Rs. 1,00,000/- (Rupees
One Lakh Only).
6.5. The Parties agree that
they shall, in the performance of
this Agreement, comply with all
legal and regulatory
requirements as may be
applicable from time to time.
6.6. The Releasing Party
agree to do all things (including
the execution of documents)
which AVM considers reasonably
necessary in order to effect this
Agreement and the transactions
contemplated by this Agreement.
6.7. Except as authorized in
writing by AVM, the Releasing
Party shall not at any time
disclose or use, directly or
indirectly, any Proprietary
Information of which the
Releasing Party gains knowledge
during or by reason of this
Agreement and the Releasing
Party shall retain all such
information in trust in a fiduciary
capacity for the sole use and
benefit of AVM.
6.8. SEVERABILITY: If any
part or parts of this Agreement
shall be held unenforceable for
any reason, the remainder of this
Agreement shall continue in full
force and effect. If any provision
of this Agreement is deemed
invalid or unenforceable by any
court of competent jurisdiction,
and if limiting such provision
would make the Agreement valid,
then such provision shall be
deemed to be construed as so
limited.
6.9. GOVERNING LAW AND
JURISDICTION: This Agreement
shall be governed and construed
in accordance with the laws of
India and shall be subject to the
exclusive jurisdiction of the courts
at Chennai.
6.10. DISPUTE RESOLUTION:
Any and all disputes arising under
this Agreement shall be referred
to arbitration and settled under
the Indian Arbitration and
Conciliation Act, 1996 by a single
arbitrator, whose decision the
Date of Submission :
Details of Materials Submitted:
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the Effective Date mentioned hereinabove:
Effective Date of this Agreement
FOR AVM PRODUCTIONS
Name of Authorized Signatory
Designation
Signature
Parties shall recognize and be charged or by an authorized partnership, joint venture,
respect as final and binding. Any agent thereof and shall not be association of persons, agency, or
such arbitration proceeding shall assigned by operation of law or employment agreement between
be held in English language and in otherwise; the Parties hereto.
Chennai. 6.12. COUNTERPARTS: This
6.11. ENTIRE AGREEMENT: Agreement may be executed in
This Agreement constitutes the several counterparts, each of
entire agreement and supersedes which shall constitute an original
all other prior agreements and and all of which, when taken
understandings, both written and together, shall constitute one
oral, between the parties with Agreement.
respect to the subject matter 6.13. RELATIONSHIP:
hereof. It may be modified only Nothing herein contained shall be
by writing signed by the party to construed to create a
Concept Title:
Details of Releasing Party
Releasing Party Name
Address
Type of Entity
FOR RELEASING PARTY
Name of Authorized Signatory
Designation
Signature