|Terms and Conditions for Voluntary Disclosure and Product Submission
Please carefully review the following terms and conditions.
Dear PRODUCT OWNER:
You (PRODUCT OWNER) intend to submit your invention or new product idea (Idea) to DISTINCT CREATIONS for a free evaluation. If we believe the idea is commercially viable, we will offer our services as your agent in a subsequent agreement, which you are free to accept or reject as you see fit.
In order to allay any fears and to initiate what is hoped will be a fruitful relationship, we offer the following Non-Disclosure Agreement covering your Idea submitted.
DISTINCT CREATIONS confirms that it will only show and/or discuss the idea internally, and will not show or discuss it elsewhere without PRODUCT OWNER's permission.
All information about PRODUCT OWNER's idea shall remain confidential except in the following circumstances:
1. If information about the idea becomes public knowledge through no fault of DISTINCT CREATIONS.
2. If PRODUCT OWNER on his or her own makes disclosure of the product information to the public, or information about the product or similar product comes to DISTINCT CREATIONS in good faith from outside sources.
3. If DISTINCT CREATIONS is already working on a similar or identical product concept as demonstrated and proven by DISTINCT CREATIONS's internal records and files.
DISTINCT CREATIONS agrees that it will not use the confidential information for his own advantage without PRODUCT OWNER's express written permission.
DISTINCT CREATIONS agrees that any design improvements DISTINCT CREATIONS might make to the product idea will automatically be assigned to the PRODUCT OWNER without cost or obligation.
DISTINCT CREATIONS is in the business of researching, developing and marketing new ideas and inventions, and improvements for existing ideas and inventions. DISTINCT CREATIONS is engaged in these activities every day, and considers hundreds of ideas from others. It is possible that DISTINCT CREATIONS has already seen an idea that is the same as or similar to yours. It also is possible that your Idea, or an idea similar to yours, is already known to others, or is in the public domain. DISTINCT CREATIONS is not under any obligation to pay you for your Submission, whether or not it is already known.
Although DISTINCT CREATIONS intends to give you a free evaluation of your Idea, DISTINCT CREATIONS is not obligated to disclose to you the results of its evaluation, or any information learned or derived during the course of its evaluation. Unless otherwise agreed in writing, and except as stated in these terms and conditions, you retain all rights in your Idea which are available under the patent, trademark and copyright laws of the United States. By making your Submission, DISTINCT CREATIONS is not contractually bound in any way.
DISTINCT CREATIONS cannot return any information or material that is submitted, but we will send you a copy of your entire Submission via email. DISTINCT CREATIONS is not responsible for any material that is lost or damaged. DISTINCT CREATIONS is not responsible for any delays, failures, or malfunctions of any kind, in the Submission of your Idea, including without limitation failures in transmission due to the Internet, computer hardware or software, or human error, or any costs, losses, liability or damages resulting therefrom.
DISTINCT CREATIONS cannot agree to obtain patent, trademark, copyright, or other intellectual property rights for your Idea. You should take whatever action you believe is necessary to protect your Idea before submitting it to DISTINCT CREATIONS. If your Idea is covered by any patent, trademark, copyright, or other intellectual property right, you must identify those rights specifically, and submit all associated patent numbers, trademark registration numbers, and copyright registration numbers. If you have applied for intellectual property rights for your Idea, you must submit all associated patent application numbers, images of unpublished patent applications, and trademark application serial numbers. By accepting your Submission, evaluating your Idea, or communicating with you in any way, DISTINCT CREATIONS does not make any admission as to the patentability, originality, protectability, marketability, or merit of your Idea. Nothing shall limit DISTINCT CREATIONS' ability to challenge the validity of any intellectual property rights that you may claim, or any allegation of infringement that you may make against DISTINCT CREATIONS.
All Submissions must include your name, phone number, and e-mail address. DISTINCT CREATIONS will evaluate your Idea only if it is submitted using the form provided by DISTINCT CREATIONS. However, these terms and conditions will apply to any Idea, whether submitted using the form provided, or by any other or additional written or oral disclosure that you may make, at any time and in any manner. These terms and conditions cannot be superseded without a written agreement between you and DISTINCT CREATIONS.
All submissions will be reviewed by DISTINCT CREATIONS and judged according to how well the submission provides a demonstrable solution to a clear problem, and the submission's expected marketability and profitability on television and in stores. All decisions made by DISTINCT CREATIONS are final, and DISTINCT CREATIONS is not under any obligation to explain its decisions, although DISTINCT CREATIONS intends to, but is not required to, promptly respond to each Submission.
By submitting your Idea, you warrant to DISTINCT CREATIONS that (1) you are at least 18 years old, (2) all information provided by you is given entirely voluntarily and is true and correct, (3) by providing this information, you are not violating any agreement or understanding you have with another party, including without limitation your current or former employer, or otherwise violating any other party's rights (4) you are the owner of the Idea, or authorized by the owner to represent the Idea, (5) the Idea is original to you (and to each other person identified in the Submission) and does not infringe the rights of any other person or entity, including without limitation, patent, trademark, copyright, or other intellectual property rights, (6) you, and any person who has contributed in any way to the Idea, grant to DISTINCT CREATIONS permission to disclose the Submission and your Idea to its employees, legal advisors and consultants for evaluation, (7) no implied contractual relationship arises from your Submission, (8) you are aware that under the law of the United States and most foreign countries, you may be able to protect your Idea through application for patents, trademarks, copyrights, or maintain your idea as a "trade secret" by protecting it from non-confidential disclosure, (9) DISTINCT CREATIONS is under no obligation to return any materials submitted by you and may retain these materials, (10) you will not be compensated for your Submission of your Idea or for any ideas that DISTINCT CREATIONS develops independently of your submission, (11) no fiduciary relationship is intended or created between you and DISTINCT CREATIONS in any way, and (12) you fully understand and agree to all Terms and Conditions of Voluntary Disclosure that appear throughout this document.
By making a Submission of your Idea, you agree to release, indemnify and hold harmless DISTINCT CREATIONS and its distributors from all liabilities, losses, damages, costs or expenses, including without limitation attorney's fees, arising from any claim, action or proceeding based upon or in any way related to your Idea or your Submission, or any breach or alleged breach of the warranties that you have made.
This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar relationship between the parties, nor will either party hold itself out as the agent, partner, or co-venturer of the other party. Both parties will be and act as independent contractors in connection with the performance of their respective duties and obligations under this Agreement.
This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of laws principles and there are no understandings, agreements, or representations, expressed or implied, not specified herein. All issues and disputes under the Agreement or any of the confidential information disclosed by you to DISTINCT CREATIONS shall be decided by a New York State of Federal court. This Agreement may not be amended except in a writing signed by the parties hereto.
"DISTINCT CREATIONS" includes GT LLC and its affiliates, and their officers, directors, employees, agents and representatives.