100 COOKS IN THE KITCHEN FESTIVAL Terms and Conditions
CERTIFICATIONS: By submitting, entrants certify that they are 18 years or older and have legal authority to submit the festival use of all music, images, and content in the Entry.
RIGHTS: The Authors hereby grant Producer the exclusive license for the duration of the Development Term (as defined below) to develop, co-develop with Producer, produce, distribute, market, promote and exploit in all media now known or hereafter devised, audio-visual productions (of any length, or number of episodes if a series) based on or adapted from the Entry. Producer shall own, and the Authors hereby assign and sell to Producer, exclusively, in perpetuity and throughout the universe, all right, title and interest in such audio-visual productions as well as the Entry including, without limitation, all copyrights therein and thereto. Without limiting the generality of the foregoing, the "Rights" in and to such Entry herein granted to Producer include:
Development Rights. The Rights include, without limitation, the exclusive right to develop, produce and exploit the Entry for use and exploitation in any and all media now or hereafter devised (including by way of illustration only, any form of television, online, digital or home entertainment exploitation) and all music and music publishing rights, soundtrack album and other soundtrack exploitation rights, merchandising rights (including, without limitation, the exploitation and/or licensing of characters and other elements of such Entry for all types of goods and services including all toys, games, figurines, collectibles, apparel and theme park, location-based entertainment and other types of merchandise and attractions), radio rights and promotional and advertising rights, other sound or digital recording rights, computer assisted media rights including but not limited to video games, and interactive media rights, radio rights and promotional and advertising rights. The rights herein granted include, by way of further illustration, the right to distribute, transmit, exhibit, broadcast, manufacture and otherwise exploit all works produced pursuant to the Rights granted hereunder by means of any and all media and devices whether now known or hereafter devised, and in any and all markets whatsoever, as well as the right of Producer in its discretion to make any and all changes in, additions to and deletions from the Entry. To the full extent allowed under any applicable law, the Authors hereby irrevocably waive and assign to Producer any so-called "droit moral" or "moral rights of authors" as it relates to the Entry; acknowledge that many parties will contribute to such Entry and, accordingly, if under any applicable law, the above waiver or assignment of "moral rights" or "droit moral" is not effective, the Authors agree to exercise such rights in a manner which recognizes the contribution of and will not have any adverse effect upon such other parties. The rights granted by the Authors to Producer hereunder are in addition to, and this Agreement shall in no way limit, the rights with respect to the Entry or the subject matter thereof which Producer may now or hereafter enjoy as a member of the general public, including, but not limited to, information relating to the Entry that is of public knowledge or within the public domain. Notwithstanding anything to the contrary contained herein, Producer shall be responsible for the clearance and use of any third party-owned content such as video clips, music, and/or news clips for use in or in connection with such Entry.
Copyright. All rights in and to such Entry and all other derivative works produced or created pursuant to the rights granted herein, all copyrights, neighboring rights, trademarks and any and all other ownership and exploitation rights in such Entry now or hereafter recognized in any and all territories and jurisdictions (including by way of illustration only, reproduction, distribution, adaptation, performance, fixation, rental and lending rights, exhibition, broadcast and all other rights of communication to the public) and the right to exploit such works in all media, markets and languages and in any manner now known or hereafter devised.
Reserved Rights. Notwithstanding anything to the contrary contained herein, and at all times subject to the grant of the Rights to Producer, the Authors hereby reserve all underlying rights in and to the underlying script for the Entry (the "Script") and the right continue exploiting the live theatre, live performance and stage rights in relation to the Script throughout the world, including the publishing of the Script and stage adaptation of the Script for live performance (the "Reserved Rights").
Name, Likeness and Biography. The non-exclusive right to use, in a reasonable and customary manner, the Authors' names, likenesses and biographies in and in connection with such Entry and any other works that will embody all or part of such Entry or any other rights granted herein.
No Obligation To Proceed. Nothing contained in this Agreement shall be construed as requiring Producer to exercise or exploit, or continue to exercise or exploit, any of the Rights herein granted.
LIMITATION OF RIGHTS: The term for Producer to exclusively produce and distribute the Entry, either through its own means or through a third party studio, network, or other Entry companies, including, without limitation, broadcaster, producer, financier, distributor and other third parties ("Third Party(ies)"), shall be for a period of three (3) days from and after August 20th 2021 (the "Initial Development Term") and will thereafter be renewed automatically for consecutive zero (0) day periods (each at "Renewal Development Term") unless the Authors provide written notice to Producer that such then current Development Term should not be renewed within sixty (60) days of the time within which the Initial Development Term or the then-current Renewal Development Term is to expire. The Initial Development Term and the Renewal Development Term(s) are individually and collectively referred to as the "Development Term").
The Producer agrees to give the Authors appropriate billing/credit in publicity and program materials. In no event will such billing/credit be in a size of type smaller than that used to display the billing credit of any other Author of the Entry.
Termination of this agreement may occur only when mutually agreed upon by both the Authors and the Producer. The Agreement can also be terminated, at any time, without further obligation, should the Producer give at least one week written notice of the closing/suspension of the Entry.
CODE OF CONDUCT: The Neo-Futurists are part of the Not In Our House Code of Conduct. We are committed to safe, creative environments free of discrimination, harassment, or abuse (physical, emotional, or sexual). For purposes of this agreement, these behaviors are defined as:
Unwelcome conduct, whether verbal, physical, or visual, that is based on an individual's race, sex, religion, color, national origin, ancestry, marital status, sexual orientation, status as a qualified individual with a disability or other status protected by law.
Harassment including, but not limited to, epithets, racial slurs, negative stereotyping, intimidating acts, offensive written or graphic materials posted in the workplace, or emails that reveal a hostility towards a person because of their protected status.
Sexual harassment including, but not limited to, unwelcome sexual advances, requests for sexual favors, and conduct of a sexual nature which is unacceptable to the employee and/or that creates a hostile, offensive, or intimidating work environment.
The Authors and Producer agree to refrain from any of the above behaviors throughout all meetings, rehearsals, performances, and communications. Perceived violations of this agreement should be reported to the Stage Manager, or Non-Equity Deputy, who will bring it to the Artistic Director and Managing Director. All claims will be investigated fully and may include consequences up to the termination of this contract or legal notification if warranted. For more information on the Not in Our House Code of Conduct Pilot Project please visit www.notinourhouse.org
REPRESENTATIONS AND WARRANTIES: The Authors hereby represents and warrants that: (a) the Entry was written solely by and is original with the Authors; (b) neither the Entry nor any element thereof infringes the copyright in any other work; (c) neither the Entry nor its exploitation will violate the rights to privacy or publicity of any person or constitute a defamation against any person, or in any other way violate any other rights of any person or entity; (d) the Authors are the sole owners of all rights granted and/or assigned to Producer free and clear of any liens, encumbrances, other third party interests of any kind, and free of any claims or litigation, whether pending or threatened, nor is there any restriction on any or all of the rights granted and/or assigned to Producer hereunder (e) the Entry has not previously been exploited (or authorized by the Authors to be exploited) as a motion picture, television, direct-to-video, radio, internet or legitimate stage or other production; and (f) none of the statements, representations or warranties made by the Authors in this Agreement contain any untrue statement of a material fact or omits any material fact and has not made any untrue statement of a material fact or omitted any material fact to induce Producer to enter into this Agreement.
INDEMNIFICATION: The Authors shall indemnify and hold Producer and its affiliated and related entities and its or their successors, licensees and assigns and the owners, directors, officers, employees, agents, outside attorneys, and representatives of each of the foregoing, harmless from and against any and all liability, loss, damage, cost or expense (including, without limitation, reasonable outside attorneys' fees and costs) incurred by reason of any breach or alleged breach by the Authors of the Authors' representations, warranties, covenants, obligations, undertakings or agreements hereunder and/or any gross negligence or willful misconduct by the Authors or any of its personnel.
GOVERNING LAW/DISPUTE RESOLUTION:
The validity, interpretation and legal effect of this agreement shall be governed by the laws of the State of Illinois applicable to contracts negotiated, executed and wholly to be performed herein, without regard to principles of conflicts of laws. The parties agree that any dispute, controversy or claim, arising from or connected in any manner to this Agreement, or to the alleged breach of this Agreement (a "Dispute"), shall be resolved according to the procedures set forth below. In the event the parties hereto are unable to resolve any Dispute informally, then such Dispute will be submitted to final and binding arbitration. The arbitration will be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, at the Chicago, IL office of JAMS, or its successor ("JAMS") in effect at the time the request for arbitration is made (the "Arbitration Rules"). The arbitration will be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Unless the parties agree otherwise, the neutral arbitrator will be a former or retired judge or justice of any Illinois state or federal court with substantial experience in matters involving the theatre industry. The arbitrator will follow Illinois law in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator will have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall, in addition to any other award of damages or other remedy, be entitled to reasonable outside attorneys' fees and expert witness costs and expenses from the non-prevailing party. If either party refuses to perform any or all of its obligations under the final arbitration award within thirty (30) days of such award being rendered, then the other party may confirm or enforce the final award in any court of competent jurisdiction in Cook County. All parties consent to the personal jurisdiction of the state and federal courts located in Cook County for purposes of confirming or enforcing any arbitration award.
No Rescission Or Injunctive Relief. Notwithstanding anything herein, all rights granted and agreed to be granted to Producer under this Agreement shall be irrevocably vested in Producer (including, without limitation, for the full term of copyright protection everywhere in the world and any and all renewals thereof). No breach by Producer of this Agreement shall entitle the Authors to equitable relief, whether injunctive or otherwise, against or with respect to the Entry or any other works produced pursuant to the Rights granted hereunder or their exploitation, it being acknowledged and agreed that Authors' sole remedy shall be for actual money damages at law; and the Authors acknowledge and agree that such remedy is fully adequate.