SERVICE AGREEMENT
1. RIGHTS
This Agreement is a work for hire. The Client submits material to
Script Reviewer for review and evaluation. Client shall own all
rights to any new or edited material provided by Script Reviewer in the
completed screenplay or other proprietary material submitted.
Client understands that Script Reviewer would refuse to accept and
evaluate said material in the absence of acceptance of each and all of
the provisions of this Agreement. Client further understands that
he/she shall retain all rights to submit this or similar material
to organizations other than Script Reviewer. In the
exercise of reasonable prudence, Client has secured copyright
protection for the material to the extent that Client deems necessary,
and accepts all consequences which may arise for failure to do so.
2. SCOPE OF WORK AND DURATION OF SERVICES
Client will deliver one copy of the material to Script Reviewer by
means of first-class mail, e-mail, or other in an acceptable
format. Client shall retain at least one copy of said
material, and release Script Reviewer from any and all liability for
loss or other damage to any copies of said material submitted to Script
Reviewer hereunder. Work on the material shall commence upon
receipt of a) the accepted Service Agreement, b) the material to be
reviewed, and c) payment in full for the services. Script Reviewer
has estimated the review of the material should be completed within 7-10 business days.
3. COMPENSATION
Client has agreed to pay Script Reviewer the agreed upon customary charges for a
designated service in advance prior to the commencement of
services. Any further iterations or editing beyond the services
initially contracted may be subject to further fees or amendments to
this Agreement as agreed by the parties. Client acknowledges that
Script Reviewer's services are of a unique and intellectual character
giving them a subjective value and are therefore non-refundable.
4. CHANGES TO SERVICES
The Client understands that Script Reviewer's estimated time and
cost for completing the services is an informal calculation and that
any adjustments to the amount of work, schedule and/or the number hours
and fees is subject to review and renegotiation with the Client when
necessary.
5. CANCELLATION
Either party must give 72-hour written notice to revoke this
Agreement. If Script Reviewer terminates the Agreement, Client
shall pay Script Reviewer for work done up to the date of
termination. If the Client revokes the Agreement, the Client
shall pay for all services performed up to the date of cancellation,
plus a cancellation fee for the relative hours set aside for those 72
hours, in an amount equal to 25% of the contracted charge for
services. Script Reviewer shall deliver to the Client all
services performed on the material, up to the time of the cancellation,
and the final invoice within 72 hours.
6. CONFIDENTIALITY AND CREDIT
Script Reviewer shall keep the material confidential. Script
Reviewer reserves the right to publish printed credit for the services
performed in any media.
7. INDEMNIFICATION
The Client represents and warrants that he/she is the author of said
material, and/or the present and sole owner of all right, title and
interest in and to said material; that Client has the exclusive,
unconditional right and authority to submit and/or convey said material
to Script Reviewer upon the terms and conditions set forth
herein. The Client further represents that the material is wholly
original, and that no portions thereof have been adapted or copied from
any other works, except for which is in the public
domain. The Client shall be solely responsible for any and all
demands, claims or causes of action arising out of or relating to
Client's use of the material including, but not limited to, infringing
upon the rights or authors, organizations, institutions, individuals,
copyright holders, or others, as a result of infringement of copyright,
plagiarism, libel, slander, defamation, infliction of emotional
distress, invasion of privacy, or violation of any other right.
Regardless of whether Script Reviewer may or may not bring such
infringements to the attention of the Client, the Client shall
indemnify Script Reviewer for any and all claims, damages, costs, and
expenses, including, without limitation, attorneys' fees and punitive
damages, incurred by Script Reviewer as a result of said infringements.
8. SIMILARITY OF WORKS
The Client acknowledges that because of the position of Script Reviewer,
and any providers of services, in the entertainment industry, it
receives numerous submissions of ideas, formats, stories, suggestions
and the like and many such submissions received may be similar to
or identical to those developed by Script Reviewer or its employees, or
otherwise available to them. Client agrees that he/she will not
be entitled to any compensation because of the use by Script Reviewer
or its employees of any such similar or identical material.
9. LIMITATION OF LIABILITY
The sole and entire maximum liability Script Reviewer and any of the
providers of services performed on the material, and the Client's sole
and exclusive remedy for any cause whatsoever, shall be limited to the
amount paid by the Client for services on the material.
10. STATUTE OF LIMITATIONS, GOVERNING LAW & VENUE
The parties hereto shall make a reasonable attempt to settle any
dispute which may arise concerning this Agreement by friendly
discussions. If such dispute cannot be settled by such means, the
parties agree to have any and all disputes resolved solely by binding
arbitration. The arbitration shall be conducted in the County of
Maricopa, State of Arizona, and shall be governed by and subject to the
laws of the State of Arizona. Any cause of action by the Client
against Script Reviewer and any service providers, must be instituted
within sixty calendar days after completion of services on the material
or be forever waived and barred.
11. ENTIRE AGREEMENT
Client has read and understands this Agreement. No oral
representations of any kind have been made to Client and this Agreement
states the 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 parties. In
the event that any provision of this Agreement is declared void or
unenforceable, the provision shall be modified to the extent necessary
to make it valid and enforceable. In the event the provision
cannot be modified, the provision shall be deemed omitted and the other
provisions shall remain in full force and effect.
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