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The person who submits the t-shirt design (the "Submitter") wishes to submit a t-shirt design idea (the "Design") to www.WineGifts4U.co.uk (the "Company") for review. Both parties understand and accept the following points:
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. The 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 review 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. The Company agrees that it will not use the Design for any purpose other than review without entering into a formal written agreement with Submitter giving permission for the Company to do so. The previous statement 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.
5. The 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.
6. The Submitter ensures that the Design is original to the Submitter and that the 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 to the Design.
8. The Submitter agrees that the 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 reviewing the Design.
9. 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 submitted by the Submitter, the Company shall pay to the Submitter one payment of £25. In consideration of the payment of the said one £25, the 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. Submitter agrees that no oral representations of any kind have been made to Submitter.
14. 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.
15. 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. |