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Idea Submission Agreement
The above (the "Submitter") desires to submit certain materials (the "Material") to the Zoological Society of San Diego (the "ZSSD") to evaluate and review. By submitting such Material, the Submitter understands and acknowledges as follows:
The ZSSD is continuously engaged in active research and development programs that may have ideas, functions, features, or other aspects that are similar or identical to the ideas, functions, features, or other aspects of the Material.
Other persons, including the ZSSD's own employees, may have submitted to the ZSSD or to others, or may in the future originate and submit, material which is similar or identical to the Material. It is agreed that no compensation will be paid to the Submitter for use of the Material because of the ZSSD's use of such other similar or identical material not created by the Submitter.
Submitter agrees that the ZSSD assumes no obligation to (i) return the Material submitted, (ii) compensate the Submitter in any way for the use of the Material in accordance with the evaluation specified herein, (iii) proceed with negotiations of any kind respecting the Material, or (iv) furnish Submitter with any information respecting the results of the ZSSD's evaluation or its reasons for not proceeding further.
Inasmuch as the disclosure to the ZSSD of information that is considered by Submitter or a third party to be confidential could have an adverse impact on the ZSSD's rights in products or ideas arising out of the ZSSD's research and development program, the ZSSD is not interested in gaining access to information that is considered by Submitter or a third party to be confidential. In order to ensure that there is no future misunderstanding of the respective rights of the ZSSD and Submitter, the ZSSD has developed a policy under which it will not undertake to review or evaluate information that is claimed to be confidential by any person or entity outside the ZSSD.
The ZSSD agrees that it will not use the Material for any purpose other than evaluation hereunder without entering into a formal written agreement with Submitter giving permission to the ZSSD to do so. The foregoing does not apply to any material which is similar to or identical to the Material, but which was independently developed (without the use of the Material) by the ZSSD or a third party.
Submitter has retained at least one copy of the Material, and releases the ZSSD from any and all liability for loss of or damage to the copy or copies of the Material submitted to the ZSSD hereunder.
Submitter represents that the material is original with Submitter, that Submitter is the owner of the Material, that Submitter has the exclusive right to submit the Material to the ZSSD, and that Submitter has the power and authority to grant the ZSSD any and all rights in the Material.
Submitter agrees that Submitter will not use the potential interest of the ZSSD with respect to any material submitted to the ZSSD in any promotional activity nor disclose to any other person that the ZSSD is evaluating the Material.
Submitter hereby acknowledges and agrees that there are no prior or contemporaneous oral or written agreements in effect between Submitter and the ZSSD pertaining to the Material submitted hereunder or any other material (including, but not limited to, agreements pertaining to the submission by Submitter of any ideas, formats, plots, characters or the like). Submitter further agrees that no other obligations exist or shall exist or shall be deemed to exist unless and until a formal written agreement has been prepared and executed by both Submitter and the ZSSD, and then Submitter's rights and obligations, and the ZSSD's rights and obligations, shall be only such as are expressly set forth in such formal written agreement.
Nothing contained in this Agreement shall be construed as creating any obligation or an expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the ZSSD and Submitter, it being understood that the ZSSD and Submitter are independent contractors vis-a-vis one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other party hereto.
Submitter agrees that the terms of this document shall control the rights and obligations of the ZSSD and Submitter respecting the Material, however disclosed or provided to the ZSSD, including verbal disclosure thereof, and notwithstanding any legends, markings, or other restrictions embodied in, attached to, or accompanying such Material. The terms of this document may not be amended or superseded except by written amendment that refers to this document and is signed by both parties.
Submitter agrees that no oral representations of any kind have been made to Submitter.
This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of [insert State], excluding its conflict of law rules, and any action relating to this Agreement or its enforcement shall only be brought in a state or federal court in [insert City and State]. In the event that any provision hereof is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms.
Submitter certifies that Submitter has read this Agreement and that Submitter understands it. SUBMITTER UNDERSTAND THAT THE ZSSD IS RELYING UPON THIS AGREEMENT IN AGREEING TO ACCEPT submitter's SUBMISSION OF THE MATERIAL AND WOULD NOT ACCEPT submitter's MATERIAL WITHOUT IT.
If the terms of this document are acceptable, please sign and return one copy of this document to the ZSSD prior to submission of the Material that Submitter desires to have evaluated.