As a material inducement for Buffalo Riverworks (“Buffalo Riverworks”) to review, evaluate and consider the sponsorship proposal I am submitting, including any supporting materials (collectively the “Proposal”), and for other good and valuable consideration, the receipt and sufficiency of which I acknowledge, I hereby represent, warrant, acknowledge and agree as follows:
- I am over 18 years of age and have full power, authority and right to submit the Proposal to Buffalo Riverworks on the terms and conditions hereof (“Submission Terms”), each and all of which shall be binding on me and the company on whose behalf I am making the submission (if applicable) (“Company”). Except as expressly disclosed in the Proposal, I am not aware of any party that claims any right, title or interest in or to the Proposal or any ideas disclosed therein, including, without limitation, any intellectual property right. Without limiting the foregoing, I confirm that I am not aware of any patent rights, copyrights or trademark rights in or related to the Proposal or any ideas disclosed therein, or of any pending applications for any such rights. Neither delivery nor discussion of the Proposal shall constitute notice to Buffalo Riverworks of alleged infringement of any intellectual property right. These Submission Terms shall inure to the benefit of Buffalo Riverworks and its parent, subsidiary and affiliated companies, successors and assigns, and each of their respective officers, directors, employees and agents.
- I acknowledge that Buffalo Riverworks must be able to freely disclose the Proposal to its various employees, and possibly even to those outside of its employment, to determine whether, in its discretion, to go forward with the Proposal and the associated sponsorship. This confirms that there is no obligation on Buffalo Riverworks to keep confidential the Proposal, or any subsequent information that I, or the Company, disclose(s) to Buffalo Riverworks regarding the Proposal. I also agree that no confidential relationship is entered into by reason of my submission to Buffalo Riverworks or by reason of any oral discussions that I may have with any of Buffalo Riverworks’ employees or representatives with respect to the Proposal or otherwise.
- I understand that Buffalo Riverworks shall give the Proposal such consideration as it merits in its sole judgment. I agree that Buffalo Riverworks assumes no obligation to accept the Proposal or to enter into any discussion or agreement with me to execute the Proposal. Moreover, I agree that Buffalo Riverworks is under no obligation to reveal to me any information regarding its activities in either the general or specific field to which the Proposal pertains.
- I agree that any consideration of the Proposal shall in no way prejudice Buffalo Riverworks. Consideration of the Proposal is not an admission by Buffalo Riverworks of the novelty or originality of the Proposal, or any proprietary interests that I may claim in and to the Proposal.
- I acknowledge that Buffalo Riverworks may: (a) presently have under consideration, in pre-development, in development and/or in production/execution ideas, material and/or programs that are similar to the Proposal or any element thereof; (b) in the future develop materials and/or programs that are similar to the Proposal or any element thereof; and/or (c) receive or be pitched in the future ideas, material and/or programs that are similar to the Proposal or any element thereof. I agree that I, and the Company, shall have no right to proceed against Buffalo Riverworks or dispute its right to consider, develop and/or produce such ideas, material and/or programs. The term “and/or” is given its broadest meaning and includes “and”, “or” and both “and” and “or”.
- No modification or waiver of these Submission Terms is valid unless such modification or waiver is in writing and is signed by me and Buffalo Riverworks. These Submission Terms contain the entire understanding between Buffalo Riverworks on the one hand and me and the Company on the other. There are no agreements, representations, warranties, promises, covenants or undertakings other than those contained herein.