A submission release is a contract that clarifies the relationship between someone sharing an idea and someone receiving that idea. For example, you have an awesome idea for a new kids’ show and you think it would be a great fit for JustKidsTV (JKTV). JKTV asks that you to sign a submission release form before they will agree to hear your idea. Why is a submission release important? Typically, a submission release will relieve the person receiving the idea from owing any obligation to you. That raises risks you must be aware of. Here are five examples:
Submitting an idea is about revealing private information. In submitting your (brilliant) concept you’re revealing something that isn’t yet public information. You want the company receiving the concept to keep the idea private. Can the company talk to its employees outside of the meeting about the idea that was pitched? Can they talk to their professional advisors? Can they talk to potential partners, financiers, producers, distributors, etc. to test the viability of the idea and the possible support for it? Does the obligation of confidentiality also require these other people (the third parties) to keep the idea private? How long does the obligation of confidentiality last? It’s important to clarify expectations around confidentiality.
2. Specific Purpose
Submitting an idea involves the possibility of creating a relationship. You hope that the company receiving the idea will want to use it, but that they will not use it without your permission. Does the submission release allow the company receiving your concept to use it without making a deal with you? What does the company receiving the idea promise to do if they are interested? It’s important to clarify the obligations around using your concept and to ensure that nothing can be done with your concept without your permission and agreement.
3. Similar Work
Submitting an idea is also about originality. When submitting your concept for the kids’ show to JKTV you think your idea is worth something because it’s such a brilliant new show idea. But, what if the company hearing the idea already has a similar project in the works? This is not such an unlikely event when you consider the context – both the company and the person pitching the idea are working on show ideas for the same target audience, trying to make something new but not too new, a spin on the same current popular shows, and within the same cultural trends. It’s reasonable for the company to raise this as a possibility and to protect itself from a claim of copyright infringement if it goes ahead with a similar concept, without relying or using yours. Typically, a submission release will relieve the company from liability in these circumstances, but just as often the release prohibits you from even raising the issue of their reliance on or use of your idea. It’s important that the release doesn’t go farther than it needs to, in protecting the company from using a similar, or even identical, concept as yours, if they developed it themselves or got it from another source.
Warranties are promises by a party that certain facts are true. Generally, in a submission release, the person submitting the idea makes all the warranties. For example, the person submitting the idea may warrant that the idea is solely his or her own, that it is an original idea, and that, no one else has any right in the idea. These promises may protect the company from claims of copyright infringement by a third party. Say, for example, that the show is made, aired, and JKTV gets a claim alleging that the idea for this show is identical to a kids’ television show from ten years ago which aired in Japan. JKTV will look to you – the person who brought them this idea and promised that it was yours, that it was an original idea – to compensate them for any losses. What if you had no idea that the other show existed? Maybe your warranty should have been limited to “the best of my knowledge”? Again, these types of warranties are typical and reasonable, but care must be taken that they don’t go too far.
Submitting an idea comes with certain risks. For example, there is a risk that your concept might be used without your permission and without compensation, or that the person receiving the idea might not keep it confidential. What remedies are available to you in one of these scenarios? A typical remedy is an injunction; that is, an order from a Judge that restricts the company from continuing to do something that it is not entitled to do, like airing a TV show based on a stolen concept. If JKTV doesn’t pick up your show, but several months later you see a show on JKTV that is very similar to the show you pitched, you may want to ask a Judge for an injunction. It is likely that JKTV will want to avoid having its show cancelled, and may include a clause in the submission release that restricts your remedies to money damages and prevents you from getting an injunction.
These five examples are common clauses you might expect to find in a submission release form. If you’re submitting an idea to a company, a submission release usually asks you to relieve the company from these obligations, either entirely or in part. As the person pitching the idea, this can feel like a risky proposition.
What offsets those risks?
- Making sure that the release doesn’t go further than it must, to meet the company’s legitimate concerns;
- Making sure that you’re comfortable with the company’s general reputation for integrity and its specific reputation for dealing fairly with creators; and
- Making sure that the opportunity for which you are submitting your concept justifies the risk.
Hopefully, this blog has given you some idea of why a submission release is important, why it contains certain clauses and some things to look for to protect yourself.
Edwards PC, Creative Law is a boutique law firm provides legal services to Music, Film, Animation, TV, Digital Media, Game, Software and Publishing industry clients. For more information and blogs, please visit www.edwardslaw.ca
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* This blog is for general informational purposes only and is not to be construed as legal advice. Please contact Edwards PC, Creative Law or another lawyer, if you wish to apply these concepts to your specific circumstances.