Dear GPI Corporation

Dear GPI Content Corporation:

In accordance with your policy concerning submission of ideas and other material, I am today voluntarily submitting to you my material summarized on the reverse side (the “Submitted Material”) pursuant to the following agreement:

1. I acknowledge that I am submitting the Submitted Material voluntarily, on an unsolicited basis, and not in confidence, and that no confidential relationship is intended or created between us by the submission of the Submitted Material. Nothing in this Agreement, or the submission of the Submitted Material, shall be deemed to place you in any different position from any other member of the public with respect to the Submitted Material. Accordingly, you may use any part of the Submitted Material that any member of the public freely could use without liability to me.
2. I acknowledge that because of your position in the entertainment industry you receive numerous unsolicited submissions of ideas, formats, stories, suggestions and the like, and that many such submissions heretofore or hereafter received by you are similar to or identical to those developed by you or your employees or otherwise available to you.
3. I understand that I will not be entitled to any compensation because of the use by you of any such similar or identical material. I further understand that you would refuse to accept or otherwise evaluate the Material in the absence of my acceptance of each and all of the provisions of this agreement. I shall retain all rights to submit this or similar material to persons other than you. I acknowledge that no fiduciary or confidential relationship now exists between you and me, and I further acknowledge that no such relationships are established between you and me by reason of this agreement or by reason of my submission to you of the Material.
4. I declare that all of the important features of the Submitted Material are summarized on the back of this form and that I have disclosed no other features to you. I warrant that the Submitted Material is original with me and that no one else to my knowledge has any right to it. I believe the Submitted Material and its features to be unique and novel. However, I recognize that other persons, including your own employees, may have submitted to you or others, or made public, or may in the future originate and submit, or make public, similar or identical material that you may have the right to use, and I understand that I will not be entitled to any compensation because of your use of other similar or identical material. I understand and agree that your use of material containing features or elements similar or identical to those contained in the Submitted Material will not obligate you to negotiate with me nor entitle me to any compensation if you determine that you have an independent legal right to use that other material (because these features or elements are not new or novel, were not originated by me, or were or may hereafter be independently created and submitted by other persons, including your employees).
5. I will indemnify you from and against any and all claims, expenses, losses, or liabilities (including, without limitation, reasonable attorneys' fees) that may be asserted against you or incurred by you at any time in connection with the Material, or any use thereof, including without limitation those arising from any breach of the warranties and promises given by me herein.

1. You may use without any obligation whatsoever to me and without any payment to me, any of the Material which is not concrete, or 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 to him or had not been the subject of any agreement with him, or which is in the public domain. Any of the Material, which, in accordance with the preceding sentence, you are entitled to use without obligation to me, is hereinafter referred to as "unprotected material." If all or any part of the Material does not fall in the category of unprotected material and if it has not been independently created by or come from you or any client of yours or an independent source, such part, if any, is hereinafter referred to as "protected material."
2. In the event of any dispute concerning the Material or concerning any claim of any kind or nature whatsoever, arising in connection with the Material or arising in connection with this agreement, such dispute will be submitted to arbitration. Either party may commence arbitration proceedings by giving the other party written notice thereof by registered mail and proceeding thereafter in accordance with the rules and procedures of the Arbitration Act. The arbitration shall be conducted in Los Angeles, California, and shall be governed by and subject to the laws of the State of California. The arbitration shall employ a single arbitrator experienced in the motion picture industry. The arbitrators' award shall be final and any court of competent jurisdiction may enforce binding and a judgment upon the award.
3. 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 licensees, and any such heir, successor, representative, assign or licensee shall be deemed a third party beneficiary under this agreement.
4. The laws of the State of California applicable to agreements executed and to be fully performed therein shall govern this agreement.
5. I hereby state that I have read and understand this agreement and that no oral representations of any kind have been made to me and that 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 of us.
6. I have retained a copy of the Material submitted to you, and I release you from liability for loss of or damage to the Submitted Material.
7. This Agreement constitutes our entire understanding. Any modification or waiver must be in writing, signed by both of us. The invalidity of any provision will not affect the remaining provisions. This Agreement applies equally to any other material that I may submit to you, unless agreed in writing to the contrary at the time of the submission.

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Submitting Party

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GPI Content Corporation

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Date

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Date

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Summary of Submitted Material:

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