This Submission Agreement ("Agreement") is by and between name ("Submitter"), and Exclamation Corporation, a duly formed entity in the State of Delaware, and Exclamation Corporation LLP, a duly formed entity in the United Kingdom, individually and collectively doing business as Punctuate Media ("Company"), subject to the following terms and conditions as it pertains to the following material (the "Material"):

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1. Submitter has requested, and Company agrees, that Company, on a non-exclusive basis, will read/view and evaluate the Material to determine whether Company will enter into negotiations with Submitter for the acquisition of some or all of Submitter's rights in the protected portion(s) of the Material. The protected portion(s) of the Material and/or any portion(s) of the Material that are capable of being protected as literary property under any laws of copyright, provided they have not been obtained by Company from, or independently created by, another source pursuant to Paragraph 3 below (the "Protected Portions"). Company and Submitter acknowledge that unless and until Company and Submitter complete negotiations for the acquisition of Submitter's rights in the Protected Portions of the Material, Submitter alone controls those rights, subject to Submitter's warranty in Paragraph 2 below. Submitter acknowledges that Company is under no obligation to enter into such negotiations with Submitter. Submitter further acknowledges that Company has adopted the policy of refusing to read and/or evaluate unsolicited material unless the party submitting such material has signed an agreement similar to this Agreement.

2. Submitter warrants and represents that Submitter has the exclusive right and authority to submit the Material to Company upon the terms and conditions stated in this Agreement, and that all of the important features of the Material are summarized above. Submitter will defend (with counsel acceptable to Company), indemnify, and hold Company harmless from and against any and all claims, obligations, losses or liabilities (including reasonable attorney's fees and court costs) that may be asserted against and/or incurred by Company at any time in connection with Submitter's submission of the Material to Company, or any use of the Material by Company in accordance with this Agreement. Submitter agrees that Submitter must give Company written notice by certified or registered mail at Company's address (as set forth above) of any claim arising in connection with the Material and/or arising in connection with this Agreement within 30 days after Submitter acquires knowledge of the facts constituting the basis for such claim.

3. Submitter recognizes that Company has access to and/or may create and/or has created literary materials and ideas which may be similar and/or identical to the Material in theme, idea, plot, format and/or other respects. Submitter agrees that Submitter will not be entitled to any rights in, or compensation in connection with, such similar and/or identical material, and that the Company's acceptance of the Material shall not be deemed to limit any rights Company may have as a member of the general public with respect to public domain material or otherwise. SUBMITTER ACKNOWLEDGES THAT NO CONFIDENTIAL, FIDUCIARY AND/OR AGENCY RELATIONSHIP AND/OR IMPLIED-IN-FACT CONTRACT NOW EXISTS BETWEEN SUBMITTER AND COMPANY AND THAT NO SUCH RELATIONSHIP IS ESTABLISHED BY SUMITTER'S SUBMISSION OF THE MATERIAL TO COMPANY HEREUNDER.

4. Any dispute in connection with the Material and/or this Agreement shall be submitted to arbitration, and such arbitration shall be binding. The only issues to be determined during the arbitration are: (a) whether this Agreement has been breached; and (b) the fair market value of the use made, if any, of the Protected Portions of the Material. In no event shall Submitter be entitled to any remedy other than monetary damages, if any, for the fair market value of the use made, if any, of the Protected Portions of the Material. Submitter specifically waives and releases any right Submitter may have to injunctive relief, specific performance and other equitable remedies. The arbitration shall be conducted in the New York City, County of New York, State of New York and shall be governed by the laws of the State of New York and the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator. The arbitrator(s) must be experience in copyright and media law, as well as business practice. Judgment upon the award of the arbitrator may be enforced in any court of competent jurisdiction.

5. Company may assign Company's rights and benefits under this Agreement to any party. It is agreed that this Agreement shall inure to the benefit of and be binding on the parties hereto and their heirs, successors, representatives, assigns and/or licensees, and that any such heir, successor, representative, assign and/or licensee shall be deemed a third-party beneficiary under this Agreement.

6. It is agreed that any provision and/or part of any provision in this Agreement which may be void and/or deemed unenforceable shall be deemed omitted, and this Agreement (with such provision and/or part omitted) shall remain in full force and effect. This Agreement shall at all times be construed so as to carry out the purposes stated herein.

7. Submitter has retained at least one copy of the Material, and Submitter releases Company from any liability for loss of, or damage to, the copies of the Material submitted herewith.

8. Submitter has read and understands this Agreement, and Submitter acknowledges that no oral representations of any kind have been made to Submitter. This Agreement states the entire understanding between the parties with reference to the subject matter of this Agreement. Any modification and/or waiver of any of the provisions of this Agreement must be in writing and signed by the parties hereto.

9. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York applicable to agreements executed and to be wholly performed herein.

10. SUBMITTER ACKNOWLEDGES THAT COMPANY AGREES TO ACCEPT, READ AND CONSIDER THE MATERIAL ONLY IN RELIANCE ON SUBMITTER EXECUTING AND DELIVERING THIS AGREEMENT TO COMPANY, AND THAT COMPANY HAS ENCOURAGED SUBMITTER TO SEEK THE ADVICE OF A FRANCHISED LITERARY AGENT OR ATTORNEY BEFORE SO EXECUTING AND DELIVERING THIS AGREEMENT, AND SUBMITTER WARRANTS SUBMITTER HAS HAD THE OPPORTUNITY TO DO SO.

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If the above is acceptable to the Submitter, please fill out the form below and we will email you directly to submit your material.