Your submission of any literary and/or audiovisual materials (including, without limitation, TV programming ideas, Internet programming ideas, motion picture ideas and/or ideas for programming via any other media, and any and all screenplay(s), script(s), treatment(s), episode or story guide(s), sizzle reels, trailers and/or completed episode(s) relating to any of the foregoing) and/or other intellectual property (the “Submission”) is expressly subject to these Submission Terms and Conditions (this “Agreement”).  Please read this Agreement carefully.  By submitting the Submission, you (“You” or “Your”) hereby agree to this Agreement, which will become a binding agreement between You and The Africa Channel, Inc. (“TAC”).  Specifically, you hereby acknowledge, understand, agree and certify as follows:

1. You acknowledge that as a result of TAC’s position in the entertainment industry TAC receives numerous unsolicited submissions of ideas, formats, stories, suggestions and other similar written and/or audiovisual materials, and that many such submissions heretofore or hereafter received by TAC are, or may be, similar to or identical to the Submission developed and/or created by You (or Your employees) or otherwise available to You. You understand and agree that TAC will not be entitled to any compensation because of the use by TAC of any such similar or identical material. You further understand that TAC would refuse to accept or otherwise evaluate the Submission, in the absence of Your acceptance of each and every provision of this Agreement.  You acknowledge that no fiduciary or confidential relationship now exists between You and TAC, and You further acknowledge that no such relationship shall be established between You and TAC by reason of this Agreement or by reason of Your submission to TAC of the Submission.  Subject to the foregoing and the other provisions of this Agreement, TAC agrees to review the Submission for the purposes of evaluating a potential business relationship with You relating to the Submission (i.e., potential development, exhibition and/or distribution of programming embodied within or based upon the Submission)

2. You have retained a copy of the Submission, and You hereby release TAC from any liability for loss or damage to the attached copy of the Submission. TAC does not guarantee the return of any Submission even where You have made a specific request therefor.

3. You represent that all elements of the Submission (including, without limitation, the ideas, characters, storylines and/or all other literary or audiovisual material contained in the Submission) are original with You and that any person who has collaborated with You in creating the Submission or has ownership rights to the Submission has either assigned such rights to You or authorized you to submit the Submission and agree to this Agreement.

4. You represent and warrant that You have the right to disclose to TAC the Submission, and You agree to indemnify and hold harmless TAC and its subsidiaries, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them from and against any and all losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are related to the Submission, the wrongful disclosure of the Submission by You to TAC and/or the violation or infringement of the rights of any other person or entity (including, without limitation, any trademark, trade name, copyright, right of privacy and/or publicity or personality), and You agrees to reimburse each such indemnified person from time to time, on demand, for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, demand, damage or liability.

5. Neither TAC’s consideration of the Submission nor any subsequent negotiations between You and TAC regarding the Submission shall be deemed an admission by TAC of the novelty of any ideas or content contained within the Submission, or of the priority or originality of the Submission. You acknowledge that TAC may determine that it has an independent legal right to use any elements contained in the Submission, because the elements are not new or novel, are not reduced to concrete form, were not originated by You, or because other persons, including TAC employees, have submitted similar or identical suggestions, or because such elements have been independently conceived or development by such other persons.

6. All Submissions are made by You on a voluntary and unsolicited basis.

7. No confidential relationship is established by submitting the Submission or implied from consideration by TAC of the Submission, and the Submission is not submitted “in confidence.” Confidential relationships have been held to create obligations and liabilities which are beyond those that TAC is willing to assume).

8. No obligation is assumed by, nor may be implied against, TAC unless or until a formal written contract between the parties is signed. In that case, the obligations will be only those expressly set forth in the terms of any such contract.

9. You hereby waive, to the fullest extent that You may lawfully do so, any causes of action in law or equity You may have or may hereafter acquire against TAC for breach of contract, libel, slander, invasion of privacy, copyright or trademark violation, right of publicity or for any other injury or damage, in law or equity, arising out of or in connection with the Submission and TAC’s use thereof within the scope of this Agreement.

10. This Agreement shall be governed by the laws of California. Any dispute between the parties shall be submitted to arbitration in Los Angeles, according to the then current rules of the American Arbitration Association. The arbitrator selected shall be knowledgeable in and have experience in the media industry. The prevailing party in such proceeding shall be entitled to reimbursement of reasonable attorney’s fees and proceeding costs, if any, incurred in connection with such dispute. Any action against TAC must be brought within nine months after the submission of the Submission, or else the right to bring such action shall be deemed waived.

You have read and understand this Agreement, no oral representations of any kind have been made to You by TAC or any of its representatives regarding this Agreement, and this Agreement states the entire understanding between You and TAC with respect to the Submission, the use thereof by TAC and the other matters described herein. Any modification or waiver of any of the provisions of this Agreement must be in writing and signed by both You and TAC. The invalidity of any provision of this Agreement shall not affect the validity of the remainder.