I am voluntarily submitting to Renovated Sounds, LLC (“Company”) (which for purposes of this release shall include Company and its parents, subsidiaries, affiliates, licensees, successors, assigns, partners and its officers, owners, agents and employees) the musical composition(s) and master(s) recording thereof submitted herein (the “Work”). In consideration of Company’s review of theWork for [possible consideration for Company to enter into an agreement with me for the purchase and administration of the Work or other materials that I may now own or create in the future], I hereby acknowledge and agree as follows:
1. My signature of this submission release is a prerequisite of Company’s review of the Work. This release will cover and govern the Work, regardless of whether the Work is submitted to Company by me, directly or indirectly, before, after, or contemporaneous with my execution of this release. No confidential or fiduciary relationship is or will be established by my submitting the Work to Company.
2. I am the sole creator and owner of the Work and all elements thereof and I have the full right and authority to submit the Work to you for the contemplated usage and am fully authorized to grant and enter into this release. For the avoidance of doubt, there are no samples, interpolations, third party performances or any other third-party materials utilized in the Work. No rights in or to the Work have been granted to any person or entity previously and Company’s review of the Work will not violate any person or property rights of any third party, including copyright and rights of privacy and publicity.
3. I believe that theWork is valuable and original. However, I understand that Company’s consideration and review of the Work is not an admission by Company that theWork is valuable or original. I recognize that Company (or other third parties with which Company does business) may have independently created, received or had access to, or may in the future independently create, receive or have access to music, ideas and other creative work from other sources, which may be similar to the Work. I will not be entitled to any compensation for Company’s use or exploitation of any such similar music, ideas and other creative work. Company will not be liable to me for Company’s use or exploitation of any part of theWork that is neither original nor legally protected or which may be substantially similar to an independently created work. However, Company may not use or exploit any legally protected portion of the Work unless Company has countersigned this acknowledgment and I have received a written purchase agreement reflecting a sale price of $500 per Work from Company, or at Company’s sole discretion, an alternative price which shall be negotiated in good faith.
4. Company’s consideration of the Work and any discussion Company and I may have with regards to the Work does not obligate Company to use or exploit the Work or to negotiate with or enter into any agreement with me regarding the Work. In the absence of this countersigned agreement otherwise, I will retain all rights to the Work.
5. 1. I will indemnify Company against all claims, actions, damages, losses, liabilities and expenses, including reasonable outside attorneys’ fees and costs arising out of any breach or alleged breach of any representation made by me in this release.
6. I have retained a copy of the Work and this release and agree that Company will have no obligation to return the Work to me or provide me with copies thereof. I release Company from any liability or loss in connection therewith.
7. This Agreement has been entered into in and is to be interpreted in accordance with the laws of the State of California and the parties hereby submit to then on-exclusive jurisdiction of the California courts. The parties hereto agree that any dispute or controversy involving the enforcement and/or interpretation of this Agreement shall be submitted for adjudication to a mutually agreed upon retired judge(“Referee”), sitting without a jury, in Los Angeles, California, and the matter shall be referred pursuant to an order of reference entered in accordance withCalifornia Code of Civil Procedure Section 638, et seq. If the parties cannot agree upon a Referee, the Presiding Judge of the Los Angeles Superior Court shall designate aReferee. In any such proceeding, the scope of discovery shall be in accordance with state law in the venue of the action, which shall be the County of Los Angeles, State of California; discovery, pretrial and trial deadlines and scheduling shall be determined by the Referee. All matters pertaining to any proceedings and hearings hereunder shall be confidential, and the Referee shall enforce this requirement by appropriate orders applicable to the parties, witnesses and their respective counsel.
8. This release constitutes the final, complete and exclusive statement of the agreement between Company and I with respect to the Work and supersedes all other prior and contemporaneous agreements and understandings, both written and oral between us.
9. This writing sets forth the entire understanding between the parties with respect to the subject matter hereof, and no modification, amendment, waiver, termination or discharge of this agreement shall be binding upon me unless confirmed by a written instrument signed by both parties hereto.No waiver of any provision or default under this agreement shall affect either party’s rights thereafter and no waiver by either party shall be deemed a continuing waiver. Company has not made nor makes any representations or warranties, express nor implied, with respect to any matter contained in this release. If any clause, sentence, paragraph or part of this release or the application thereof to any person or entity, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment shall be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy and shall not affect the remainder of the agreement.
I am executing this release voluntarily and I fully understand its contents, meaning and impact.