This is an agreement between a company and an unaffiliated third party that submits
ideas or concepts to the company. This agreement allows the company to review the
submission without any copyright infringement or liability. In addition, this agreement
includes a checklist that the company can use to ensure they are completing the proper
tasks with submitted ideas. This agreement can be used by small businesses or other
entities that want to receive ideas from third parties without exposing themselves to
potential liability.
Submission Agreement Policy
Our Company, ______________ (“The Company”) thanks you for your interest in
wanting to submit a suggestion for developing new ideas, inventions, processes or
______________. Please recognize that Company has an in-house staff that is
constantly developing new concepts. Further, Company regularly enters into contractual
relationships with third parties to develop concepts. As such, we have frequently found
that submissions are already available from our own sources or other legal means.
Company aims to avoid any uncertainty concerning the origin of the idea, and has
therefore developed a stringent submission policy. Company will be unable to give
consideration to your proposal unless you adhere to the following guidelines for
submitting a proposal, idea and/or materials to Company (said program proposal and
materials being hereinafter referred to as the “Submission”); and sign and return the
original of this Policy
If applicable, Company prefers that you, _____________, (“You” or “Submitter”) disclose
only patented inventions to us. If the Submission is not protected, we strongly suggest
that you obtain independent legal counsel prior to sending any Submissions to us.
By your signature on this agreement, you acknowledge and agree that:
(1) The Company is under no obligation to keep the Submission confidential.
(2) The Company has received and will in the future receive numerous proposals
relating to concepts for Company from numerous third parties.
(3) The Company may already have been working, prior to its receipt of the Submission,
on concepts similar to what is contained in the Submission.
(4) You agree that you will not be entitled to any compensation because of the use by
Company of any proposal or material, even if similar or identical to your Submission,
which may have been independently created by Company or its affiliated companies.
(5) No obligation of any kind is assumed or may be implied against Company or by
reason of Company’s review of the said material or any discussions or negotiations we
may have, unless, following your returning to Company the counter-signed original of
this letter with the Submission attached, you and Company enter into a formal, binding,
written contract to govern Company’s exploitation of the Submission and the
compensation to be payable to you as a result of such exploitation. The Company shall,
in its sole discretion, determine the payment that is to be made for the idea.
(6) You understand that materials sent to Company will not be returned, and you agree
to retain at least one copy of said material, and you release Company from any and all
liability of loss of, or damage to, the copies of the material submitted by you hereunder.
Company takes no responsibility for the care or return of any materials sent to us.
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(7) You shall rely entirely on patents or copyrights, if any, which you may obtain for your
own legal protection.
(8) You agree that any dispute between us in any way arising out of or related to this
agreement, or any claim by you of any kind that Company or any of its parents,
subsidiaries, affiliated companies or employees has used your Submission without your
consent, or that anything done by Company or any of its parents, subsidiaries, affiliated
companies, or employees infringes your copyright or trademark or any other rights in the
Submission or other materials you have given to Company, as well as any dispute as to
the arbitrability of any such controversy or claim, shall be resolved solely by mandatory
arbitration between us. In this regard, you further agree and acknowledge that:
A. Arbitration shall be final and binding on the parties, and that judgment
thereon may be entered in any court of competent jurisdiction;
B. Any Arbitration pursuant to this agreement shall be conducted in
_________________ before a single arbitrator and pursuant to the American
Arbitration Association’s (“AAA”) commercial arbitration rules;
C. You and Company are waiving their right to seek remedies in court,
including the right to a jury trial;
(9) You hereby agree