PRODUCT
SUBMISSION AGREEMENT
(the “Agreement”)
BioWare – PSA Form - 2020
To: BioWare
200, 4445 Calgary Trail
Edmonton AB T6H 5R7
From: (Please print or type)
City: ________________ Province/State:
_______________ Postal Code/Zip
Code: _______
Phone: _________________ Fax:
____________________
E-mail: ____________________
(hereinafter
referred to as the “Developer”)
·
The Developer has created certain Materials as described in Paragraph 1
and is submitting the Materials, together with this Agreement, to BioWare. BioWare agrees that the Developer’s
Materials will be governed by the terms of this Agreement.
The Developer
agrees with BioWare as follows:
1.
The Materials are described as follows:
Brief Description/Summary of
Contents:
______________________________________
________________________________________________________________________
Type of Media: (written, floppy/CD disk, audio tape,
artwork): ____________________
2.
The Materials are submitted to BioWare by the Developer on the
understanding that BioWare is authorized to and may at its option elect to
review and evaluate the Materials and may use the results of such review and
evaluation as the basis for further discussions and negotiations with the
Developer.
3.
The Developer acknowledges that notwithstanding the receipt or deemed
receipt of the Materials and/or this Agreement by BioWare, or any discussions
or communications by and between the Developer and any employee of BioWare or
any person acting or purporting to act for or on behalf of BioWare, that
BioWare is under absolutely no obligation whatsoever to:
(a)
acknowledge receipt of the Materials and/or this Agreement;
(b)
review and/or evaluate the
Materials;
(c)
retain, store or safeguard the Materials;
(d)
return the Materials to the Developer;
(e)
provide any compensation to the Developer for holding and/or reviewing
the Materials under the terms of this Agreement; or
(f)
enter into or proceed with negotiations of any kind with the Developer
respecting the Materials.
4.
The Developer acknowledges and agrees that:
(a)
BioWare is continuously engaged in an active research and development
program in which BioWare has invested and is continuing to invest considerable
time and money in the development of new multimedia products as well as
improvements and enhancements to BioWare’s existing products which may be
similar or identical to the ideas, functions, features or other aspects of the
Materials;
(b)
other persons, including BioWare’s employees or contractors may have
originated and submitted to BioWare or to others, or may in the future
originate and submit to BioWare or to others, products, concepts, ideas,
functions or enhancements which may be similar or identical to the ideas,
functions, features or other aspects of the Materials; and
(c)
the submission of the Materials to BioWare and/or the receipt of the
Materials by BioWare does not entitle the Developer to any compensation
whatsoever where BioWare, independent of the submitted Materials, has produced
or will in the future produce a product which may be, in whole or in part,
similar or identical to the ideas, functions, features or other aspects of the
Materials.
5.
No confidential or fiduciary relationship or obligation exists between
the Developer and BioWare, and no such relationship or obligation is or shall
be deemed to be created, by the submission of the Materials by the Developer to
BioWare, or by the execution and submission of this Agreement to BioWare, or by
the receipt, review, evaluation, handling or otherwise of the Materials by
BioWare, and the Developer acknowledges that no other obligations exist or
shall be deemed to exist outside of this Agreement in respect to the Materials
or by and between the Developer and BioWare unless and until a further written
agreement has been signed by both the Developer and BioWare.
6.
The Developer has sole and absolute responsibility to retain and
maintain in a safe and secure manner as determined by the Developer one
original copy of the Materials. BioWare has no obligation whatsoever to retain,
store or safeguard the Materials or in any way prevent their loss or
destruction by any cause or their theft by any person. The Developer hereby releases BioWare of and
from any and all liability for any loss, destruction, theft, or damage to the
Materials, howsoever caused, including the negligence, gross negligence, or
wilful misconduct of BioWare or its officers, directors, employees, agents or
contractors. For greater certainty the
Developer acknowledges and confirms that BioWare has the absolute right, in its
sole and absolute discretion and without notice to the Developer to dispose of
or destroy the Materials at any time and in such manner as BioWare shall
determine.
7.
The Developer confirms that:
(a)
the Developer is the original author and/or creator of the Materials;
(b)
the Developer is the owner of the Materials and each and every
component thereof and has the sole, exclusive and absolute right to submit the
materials to BioWare for the purposes as provided in this Agreement; and
the Developer shall and does hereby indemnify
BioWare of, from and against any and all claims, expenses, losses or
liabilities that may be asserted by any other person against BioWare, its
officers, directors or employees, and howsoever arising or relating to the
Materials.
8.
Nothing contained in this Agreement shall be construed as creating any
obligation or expectation on BioWare to enter into a business relationship with
the Developer, or an obligation on BioWare to refrain from entering a venture,
partnership or employment relationship with any other person, it being
understood that BioWare and the Developer are independent contractors vis-à-vis
one another. Nothing in this Agreement
shall be construed so as to create any right, power or implied authority to
create any obligations or duty, express or implied, outside this Agreement.
9.
This Agreement replaces in their entirety any and all preceding
agreements, understandings or undertakings, if any, that the Developer may have
had or reached with any employee of BioWare or any person acting or purporting
to act for or on behalf of BioWare in relation to the Materials and this
Agreement constitutes and will constitute the full, complete, absolute and
entire agreement between BioWare and the Developer relating to the
Materials. The Developer has no
knowledge of any prior or contemporaneous agreements or understandings, oral or
written, with BioWare relating to the Materials.
10.
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta, Canada.
No proceedings shall be brought against BioWare in any way relating to
the Materials or to construe or enforce this Agreement except in the Courts of
the Province of Alberta, Canada.
11.
Any provision of this Agreement which is prohibited or unenforceable
shall be ineffective only to the extent of such prohibition or
unenforceability; PROVIDED, however, the remaining provisions of this Agreement
shall remain in full force and effect.
12.
The Developer acknowledges that BioWare is relying upon this Agreement
insofar as BioWare has received or will receive and has dealt with or may deal
with the Materials and that BioWare would not accept the Materials without the
Developer executing and delivering this Agreement.
13.
The Developer acknowledges that BioWare is relying upon the Developer
reproducing and submitting this Agreement in its current published form being
BioWare Form PSA-2020 published by BioWare on its website www.bioware.com
and the Developer has not altered or amended the published form of Agreement,
provided always that if this Agreement contains any errors, omissions or
alterations to the BioWare Form PSA-2020 and whether such alterations or
amendments be intentional or unintentional on the part of the Developer, BioWare’s Form PSA-2020 shall be deemed for all purposes whatsoever to be
operative and govern BioWare’s duties and obligations in respect to the
Materials.
The Developer has
completed and signed this Agreement on the date noted below.
NAME: _______________________
(PRINT)
(SIGNATURE)
BioWare Form PSA-2020 (Modified 02/20/08)