TERMS & CONDITIONS AGREEMENT

SUBMISSION AGREEMENT FOR LA KIDS BOOK FESTIVAL IP CATALOG

PLEASE READ THIS SUBMISSION AGREEMENT ("AGREEMENT") CAREFULLY BEFORE SUBMITTING YOUR MATERIALS. BY CHECKING THE BOX  ON THE GOOGLE FORM AND CLICKING "SUBMIT," YOU ("SUBMITTER") AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITH LA KIDS BOOK FESTIVAL ("LAKBF"), A SUBSIDIARY OF THE AMERICAN BORN CHINESE  FOUNDATION (COLLECTIVELY, THE "ORGANIZATION"). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SUBMIT YOUR MATERIALS.

1. GRANT OF RIGHTS & CATALOG LICENSE
Submitter grants LAKBF a non-exclusive, worldwide, royalty-free license for a period of one (1) year from the date of submission to:
a. Reproduce, display, and distribute the submitted intellectual property ("IP"), including but not limited to the title, logline, description, author name, and cover art (the "Materials"), in LAKBF's physical and digital catalogs, guidebooks, and marketing materials.
b. Utilize the Materials for the internal purpose of presenting and promoting the IP to third parties, such as production companies, studios, agents, and buyers ("Third Parties").

2. NO CONFIDENTIAL OR FIDUCIARY RELATIONSHIP
Submitter acknowledges and agrees that:
a. No Confidential Relationship: Submitter is not conveying any Materials in confidence. LAKBF is not required to treat the Materials as confidential or proprietary.
b. No Fiduciary Duty: This Agreement does not create a fiduciary, agency, or representative relationship between the parties. LAKBF is not acting as Submitter's agent, manager, producer, or attorney. This is a non-exclusive submission service, and Submitter is free to submit their IP to any other person or entity at any time.

3. SUBMITTER'S REPRESENTATIONS AND WARRANTIES
Submitter represents and warrants that:
a. Submitter is the sole and exclusive owner of the IP and all Materials submitted, or is fully authorized by all owners to submit the Materials and enter into this Agreement.
b. The Materials are original and do not infringe upon any copyright, trademark, patent, trade secret, or any other intellectual property or proprietary right of any third party.
c. All information provided in the submission form, including but not limited to sales data and prior industry engagement, is complete, accurate, and truthful.
d. There are no existing agreements, liens, or encumbrances that would prevent Submitter from granting the rights in this Agreement.

4. INDEMNIFICATION AND HOLD HARMLESS
Submitter hereby agrees to defend, indemnify, and hold harmless LAKBF, the ABC Foundation, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
a. A breach of any of Submitter's representations, warranties, or covenants in this Agreement.
b. Any claim that the IP or Materials infringe upon the intellectual property rights, rights of publicity, or any other right of a third party.
c. This includes, without limitation, any claim that the Indemnified Parties or any Third Party they introduced to the IP misappropriated, stole, or infringed upon the Submitter's IP or any third party's IP. Submitter bears all risk of similarity and/or misappropriation as a condition of submission.

5. LIMITATION OF LIABILITY & DISCLAIMER
a. No Obligation: LAKBF is under no obligation to provide Submitter with any information regarding whom it has shown the Materials, to provide any feedback, or to facilitate an introduction to any Third Party.
b. AS-IS Basis: Submitter submits the Materials on an "AS-IS" basis. LAKBF makes no warranties, express or implied, regarding the service, including any implied warranties of merchantability or fitness for a particular purpose.
c. Cap on Liability: To the fullest extent permitted by law, the total liability of the Indemnified Parties, for any claim arising out of or relating to this Agreement, shall not exceed one hundred dollars ($100.00).

6. INTRODUCTION FACILITATION & FUTURE DEALINGS
a. Introduction: If a Third Party expresses a bona fide interest in the IP as a direct result of LAKBF's efforts, LAKBF may, at its sole discretion, facilitate an introduction between the Third Party and the Submitter.
b. Facilitation Fee: If, within twenty-four (24) months of LAKBF's introduction, Submitter enters into a definitive agreement with that Third Party for the development, option, purchase, or production of the IP, Submitter agrees to pay LAKBF a facilitation fee of five percent (5%) of all compensation (including but not limited to option payments, purchase prices, and bonuses) received by Submitter under that agreement. This obligation shall survive the termination of this Agreement.
c. Future Collaboration: Any discussion regarding LAKBF acting in a development, production, or management capacity for the IP shall be subject to a separate, mutually agreed-upon written agreement.

7. GOVERNING LAW AND DISPUTE RESOLUTION
a. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
b. The parties agree that any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Los Angeles County, California, and each party hereby consents to the personal jurisdiction and venue therein.
c. The parties specifically intend for California laws concerning intellectual property (including the California Uniform Trade Secrets Act) and media (including California Civil Code § 986 regarding fine art) to inform the interpretation of this Agreement where applicable.

8. MISCELLANEOUS This Agreement constitutes the entire understanding between the parties concerning the subject matter herein. If any provision is found invalid, the remainder of the Agreement shall remain in full force. No amendment is valid unless in writing and signed by both parties.

BY PROCEEDING, I ACKNOWLEDGE THAT I HAVE READ, UNDERSTOOD, AND VOLUNTARILY AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.