Legal Submission Release

LEGAL SUBMISSION RELEASE

This Legal Submission Release (the "Release") is made as of by and between Submitter Name: with address: and Recipient Name: with address: .

RECITALS

WHEREAS, Submitter possesses certain materials, ideas, works, designs, concepts, inventions, submissions, or other information (collectively, the "Submission") that Submitter desires to provide to Recipient for evaluation, review, or consideration; and

WHEREAS, Recipient may, in its sole discretion, review the Submission and determine whether to pursue, develop, exploit, or otherwise use all or any portion of the Submission; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the Submission and to resolve any and all claims arising from or related to the Submission.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definition of Submission

For purposes of this Release, "Submission" means all information, materials, documents, samples, media, notes, sketches, prototypes, oral or written communications, and other tangible or intangible items submitted to Recipient by Submitter, whether provided prior to or after the Effective Date.

2. Grant of Rights

Submitter hereby grants to Recipient and Recipient's affiliates, successors and assigns a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up license and right to use, reproduce, prepare derivative works of, distribute, publicly display, publicly perform, transmit, modify and otherwise exploit the Submission, in whole or in part, in any medium now known or hereafter developed, for any purpose. This grant is made without expectation of confidentiality and without obligation to account to Submitter for any revenues derived from such use.

3. Release and Waiver

Submitter forever releases and discharges Recipient and its officers, directors, employees, agents, successors and assigns from any and all claims, demands, causes of action, liabilities, obligations or damages (including but not limited to claims for infringement, misappropriation of ideas, breach of implied contract, conversion, unjust enrichment, or moral rights) that Submitter may have now or in the future arising out of or relating to the Submission or Recipient's use of the Submission.

4. No Obligation; No Compensation

Recipient has no obligation to use, exploit, or retain the Submission. Submitter acknowledges that Recipient is under no obligation to compensate Submitter for any use of the Submission unless the parties have executed a separate written agreement expressly setting forth compensation terms. Submitter hereby waives any right to compensation from Recipient for any use of the Submission unless otherwise agreed in writing by an authorized officer of Recipient.

5. Representations and Warranties

Submitter represents and warrants that: (a) Submitter is the sole owner of the Submission or is authorized to grant the rights set forth herein; (b) to the best of Submitter's knowledge, the Submission does not infringe the intellectual property rights, privacy rights, or publicity rights of any third party, and does not contain defamatory or unlawful material; and (c) no third party's consent is required to grant the rights and releases set forth in this Release. These representations and warranties survive termination of this Release.

6. Indemnity

Submitter shall indemnify, defend and hold harmless Recipient and its officers, directors, employees, agents, successors and assigns from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and expenses) arising out of any breach of Submitter's representations, warranties or obligations under this Release or arising out of Recipient's use of the Submission as authorized herein.

7. Confidentiality

The parties acknowledge that, unless a separate written confidentiality agreement signed by an authorized representative of Recipient expressly states otherwise, Recipient shall have no obligation to treat the Submission as confidential. If Submitter desires confidential treatment, Submitter must obtain a written confidentiality agreement executed by Recipient prior to submitting the Submission.

Is this Submission intended to be confidential under a separate agreement?

8. Return or Destruction

Upon written request by Submitter, Recipient will, within thirty (30) days, either (a) return the Submission to Submitter or (b) provide written certification of destruction of the Submission; provided, however, that Recipient may retain archival copies as required for recordkeeping or regulatory purposes and shall remain free to use any knowledge, ideas or information retained in the minds of its employees or contractors that is not specifically identifiable in the returned or destroyed materials.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS RELEASE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Notices

All notices under this Release shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice.

11. Amendments; Waiver; Counterparts

This Release may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right. This Release may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. Governing Law; Venue

This Release shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes arising under this Release.

13. Entire Agreement; Severability

This Release constitutes the entire agreement between the parties with respect to the Submission and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written. If any provision of this Release is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Representations Regarding Authority

Each party represents and warrants that it has the full right, power and authority to enter into this Release and to perform its obligations hereunder, and that the person signing below has been duly authorized to execute this Release on its behalf.

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