PRODUCT
SUBMISSION AGREEMENT
(the “Agreement”)
VGH Austin, LLC. – PSA Form - 2020
To: VGH Austin, LLC. (“VGH
8300
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 VGH Austin. VGH Austin
agrees that the Developer’s Materials will be governed by the terms of this
Agreement.
The Developer agrees
with VGH Austin 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 VGH Austin by the
Developer on the understanding that VGH Austin 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 VGH Austin,
or any discussions or communications by and between the Developer and any
employee of VGH Austin or any person acting or purporting to act for or on
behalf of VGH Austin, that VGH Austin 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)
VGH Austin is continuously engaged in an active
research and development program in which VGH Austin 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 VGH Austin’s
existing products which may be similar or identical to the ideas, functions,
features or other aspects of the Materials;
(b)
other persons, including VGH Austin’s employees or
contractors may have originated and submitted to VGH Austin or to others, or
may in the future originate and submit to VGH Austin 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;
(c)
the submission of the Materials to VGH Austin and/or
the receipt of the Materials by VGH Austin does not entitle the Developer to
any compensation whatsoever where VGH Austin, 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.
(d)
VGH Austin may share the Materials with its
affiliated companies for the purpose of allowing those companies to review and
evaluate the Materials for possible further discussions and negotiations with
the Developer.
5.
No confidential or fiduciary relationship or
obligation exists between the Developer and VGH Austin, including without
limitation, any obligation of confidentiality with respect to the Materials,
and no such relationship or obligation is or shall be deemed to be created, by
the submission of the Materials by the Developer to VGH Austin, or by the
execution and submission of this Agreement to VGH Austin, or by the receipt,
review, evaluation, handling or otherwise of the Materials by VGH Austin, 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 VGH Austin unless and until a further written
agreement has been signed by both the Developer and VGH Austin.
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. VGH Austin 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 VGH Austin 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 VGH Austin or its officers, directors, employees, agents
or contractors. For greater certainty
the Developer acknowledges and confirms that VGH Austin 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 VGH
Austin 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 VGH Austin for the purposes as provided in this
Agreement; and
(c)
the Developer shall and does hereby promise to
defend, indemnify and hold VGH Austin and its officers, directors, affiliates,
consultants and employees harmless of, from and against any and all claims,
expenses, losses or liabilities that may be asserted by any other person or
business entity against VGH Austin or such individuals or entities and
howsoever arising from or relating to the Materials.
8.
Nothing contained in this Agreement shall be
construed as creating any obligation or expectation on VGH Austin to enter into
a business relationship with the Developer, or an obligation on VGH Austin to
refrain from entering a venture, partnership or employment relationship with
any other person, it being understood that VGH Austin 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 VGH Austin or any person
acting or purporting to act for or on behalf of VGH Austin in relation to the
Materials, and this Agreement constitutes and will constitute the full,
complete, absolute and entire agreement between VGH Austin and the Developer
relating to the Materials. The Developer
has no knowledge of any prior or contemporaneous agreements or understandings,
oral or written, with VGH Austin relating to the Materials.
10.
This Agreement shall be governed by and construed in
accordance with the laws of the State of
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 VGH Austin is
relying upon this Agreement insofar as VGH Austin has received or will receive
and has dealt with or may deal with the Materials and that VGH Austin would not
accept the Materials without the Developer executing and delivering this
Agreement.
13.
The Developer acknowledges that VGH Austin is
relying upon the Developer reproducing and submitting this Agreement in its
current published form being VGH Austin Corp. Form PSA-2020 published by VGH
Austin 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 VGH Austin Corp. Form
PSA-2020 and whether such alterations or amendments be intentional or
unintentional on the part of the Developer, VGH Austin Corp.’s Form PSA-2020
shall be deemed for all purposes whatsoever to be operative and govern VGH
Austin’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)