NorthAmericaPitchJR

You have indicated that you wish to submit to Viacom Media Networks ("VMN") certain ideas, proposals, marketing or promotional plans, program formats, treatments, artwork or other material (the "Material"). By signing this letter in the space indicated below and returning it to VMN, you confirm that you have read the enclosed VMN policy concerning the acceptance of the Material, for review, and you also accept the terms of this letter agreement (referred to herein as the "Release" or the "Agreement"). The Material should be summarized on the attached Information Sheet submitted with this letter agreement.

The following shall constitute our agreement with respect to the Material:

1. In consideration of your agreement to the terms and conditions set forth below, VMN agrees to cause its appropriate employee having the duty of evaluating material of the type now being submitted by you to review your Material.

2. You acknowledge that there does not now exist, nor has there ever existed, nor will there exist, a fiduciary relationship between you and VMN. You requested this opportunity to submit your Material to VMN and you make this submission voluntarily either on a solicited or unsolicited basis. You and VMN had not yet reached an agreement concerning the use of the Material and you realize that no obligation of any kind is assumed by, or may be implied against, VMN unless and until a formal written contract has been entered into between you and VMN, and then the obligation shall be only as is expressed in the formal written contract.

3. You declare that all of the important features of your Material, and the particular items being submitted by you (e.g., script, outline, drawings, photographs, taped materials, etc.) are summarized on the Information Sheet attached to this Agreement, and you have disclosed no other features to VMN.

   You acknowledge that this Release covers and governs any and all of the Material, whether first submitted to VMN contemporaneously with, or prior to, or following, the execution of this Release, and applies also to any submission of the Material made to VMN by another source, directly or indirectly, by or through you.

   You warrant that the material is original to you, that you are the sole and exclusive creator, author and owner of the Material, and that no one else has any right to the Material. You further warrant that no rights in the Material have previously been granted to anyone nor has the Material otherwise been exploited in any way. You believe your Material and its features to be unique and novel. Further, no third party is required to grant VMN permission for the fulfillment of the terms of this release and the grant of rights.

   However, you cannot and will not assume or infer from the fact that VMN will accept your offer to submit your Material to VMN, that VMN regards your Material, or any part thereof, as novel, valuable or usable. You recognize that other persons including VMN employees may have submitted to VMN or to others or made public, or may hereafter originate and submit or make public, similar or identical material which VMN shall have the right to use, and you understand that you will not be entitled to any compensation because of VMN's use of such other similar or identical material. Subject to the foregoing provisions, VMN will not make any use of any legally protectable portion of your Material unless you and VMN have agreed in a writing signed by both parties concerning your compensation for such use, which compensation shall in no event be greater than the compensation normally paid by VMN for similar Material from comparable sources.

4. Any controversy arising out of or in connection with this Agreement, including without limitation any claim that VMN has used any legally protectable portion of your Material in violation of the terms hereof, shall be governed by the laws of the State of New York, and the parties consent to the jurisdiction of the state and federal courts of New York for the resolution of such matters. In the event of such controversy you agree that you shall assert such claims not later than six (6) months after the date on which you first learned (or reasonably should have been aware) of VMN's use or intended use of any portion of the Material. You further agree that your rights and remedies, if any, shall be limited to an action to recover money damages in an action at law, and without limitation of the foregoing, you expressly agree that you shall not seek to enjoin or restrain the production, exhibition, distribution, licensing, advertising, and/or promotion of any of VMN's programming, promotional or marketing plans, and/or any of the subsidiary rights in connection therewith.

5. You have retained a copy of this Release and of your Material, and you release VMN from liability for loss or damage to the Material. You also acknowledge and agree that VMN is not obligated to return your Material to you and, accordingly, VMN may destroy the Material after it is submitted to VMN, and you release VMN from liability for destruction of the Material. VMN's review of your Material constitutes VMN's acceptance of the terms and conditions set forth herein, and VMN shall have relied upon your agreement herein in considering your Material for review.

6. This Release constitutes our entire understanding and agreement, and supersedes all prior understandings, whether written or oral. Any subsequent modification or waiver of this Release must be in writing, signed by both of us. The invalidity of any provision hereof is not to affect the remaining provisions.

7. You are executing this Release voluntarily, without coercion or undue influence from any source, and do so with complete understanding of all of its terms and effects, and every portion thereof.

8. As used in this Release, the terms "you" and "your" includes and binds the undersigned and any and all legal representatives of the undersigned. As used in this release, the terms "VMN" and "we" includes and inures to the benefit of Viacom Media Networks, Viacom International Inc., and their successors, assigns, employees, officers, directors, licensees, and associated companies and individuals.