The person below (the
"Submitter") desires to submit a t-shirt idea (the "Design") to CharGrilled
Ltd (the "Company") to evaluate and review. The parties understand and
acknowledge as follows:
1. The Company is continuously engaged in active design and development programs which may have ideas, features, or other aspects that are similar or identical to the ideas, features, or other aspects of the Design.
2. Other persons, including the Company's own employees, may have submitted to the Company or to others, or may in the future originate and submit, Design which is similar or identical to the Design. It is agreed that no compensation will be paid to the Submitter for use of the Design because of the Company's use of such other similar or identical Design not created by the Submitter.
3. Submitter agrees that the Company assumes no obligation to (i) return the Design submitted, (ii) compensate the Submitter in any way for the non-commercial use of the Design in accordance with the EVALUATION specified herein, (iii) proceed with negotiations of any kind respecting the Design, or (iv) furnish Submitter with any information respecting the results of the Company's evaluation or its reasons for not proceeding further.
4. Inasmuch as the disclosure to the Company of information that is considered by Submitter or a third party to be confidential could have an adverse impact on the Company's rights in products or ideas arising out of the Company's design and development program, the Company 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 Company and Submitter, the Company has developed a policy under which it will not undertake to review or evaluate ideas that we claimed to be confidential by any person or entity outside the Company.
5. The Company agrees that it will not use the Design for any purpose other than evaluation hereunder without entering into a formal written agreement with Submitter giving permission to the Company to do so. The foregoing does not apply to any Design which is similar to or identical to the Design, but which was independently designed (without the use of the Design) by the Company or a third party.
6. Submitter has retained at least one copy of the Design, and releases the Company from any and all liability for loss of or damage to the copy or copies of the Design submitted to the Company hereunder.
7. Submitter represents that the Design is original to Submitter, that Submitter is the owner of the Design, that Submitter has the exclusive right to submit the Design to the Company, and that Submitter has the power and authority to grant the Company any and all rights in the Design.
8. Submitter agrees that Submitter will not use the potential interest of the Company with respect to any Design submitted to the Company in any promotional activity nor disclose to any other person that the Company is evaluating the Design.
9. Submitter hereby acknowledges and agrees that there are no prior or contemporaneous oral or written agreements in effect between Submitter and the Company pertaining to the Design submitted hereunder or any other Design (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 Company, and then Submitter's rights and obligations, and the Company's rights and obligations, shall be only such as are expressly set forth in such formal written agreement.
10. 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 Company and Submitter, it being understood that the Company and Submitter are independent contractors vis-à-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.
11. Submitter agrees that the terms of this document shall control the rights and obligations of the Company and Submitter respecting the Design, however disclosed or provided to the Company, including verbal disclosure thereof, and notwithstanding any legends, markings, or other restrictions embodied in, attached to, or accompanying such Design. 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.
12. In the event that the Company decides to use the t-shirts bearing the Design, the Company shall forthwith pay to Submitter the value of one full-priced t-shirt. In consideration of the payment of the value of one t-shirt, Submitter shall forthwith be deemed to have assigned to Company the Copyright, Design Rights and all other Intellectual Property Rights in and to the Design to the intent and purpose that Company shall be the sole and absolute owner thereof.
13. In the event that the Company sells 30 items bearing the Design within 30 days of the t-shirt first appearing on the website, the Company shall forthwith pay to Submitter the sum of £100 cash.
14. Submitter agrees that no oral representations of any kind have been made to Submitter.
15. 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 England and Wales. 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.
16. Submitter certifies that Submitter has read this Agreement and that Submitter understands it. SUBMITTER UNDERSTAND THAT THE COMPANY IS RELYING UPON THIS AGREEMENT IN AGREEING TO ACCEPT submitter's SUBMISSION OF THE DESIGN AND WOULD NOT ACCEPT submitter's DESIGN WITHOUT IT.