Concept Disclosure Agreement


1. Inventor understands and acknowledges that, when submitting any concept, idea, suggestion, invention, or other material (hereinafter, collectively, the "Concept") to the Company through the Portal:

(A) The Concept meets the requirements delineated in the Checklist, located at:

(B) Once submitted, the Concept will initially be subjected to computer analysis designed to determine if the Concept is of a type that the Company may wish to evaluate further, and that in the event it is rejected via such computer analysis, Inventor will be so notified via return letter or email message (hereinafter, "Notification"). While Good Sport will not advance such Concept to the evaluation stage outlined in Section (C) below, Good Sport may nonetheless retain a copy of such rejected Concept (hereinafter, "Rejected Ideas") and any related Notification for its records.

(C) Concepts not constituting Rejected Ideas shall then be evaluated by the Company's Inventor Relations team so as to make a determination whether (i) to accept those Concepts for broader internal review, which may include internal presentation, discussion, and/or evaluation of possible development into products or services to be offered for sale pursuant to a license or other agreement to be negotiated between Inventor and the Company, with such step to be made contingent on Inventor’s signature of its standard Agreement to Hold Confidential or other agreement(s); or (ii) to advise Inventor that the Company is no longer considering the Concept and has elected not to pursue a license for its use. Once this determination has been made, Good Sport will advise Inventor of the decision via a return letter or email message (hereinafter, the "Decision Notice").

2. During the period of confidentiality specified in Paragraph 8 below, the Company and Inventor agree to the following:

(A) The Company agrees to handle, preserve, and protect the information pertaining to the Concept disclosed by Inventor with the same degree of care which the Company normally affords its own confidential information, including taking efforts (equivalent to those efforts which the Company uses to protect its own confidential information) to avoid disclosure to any third party except as expressly permitted by, and in accordance with this Agreement; provided, however, that such obligation shall only apply to information that has been disclosed in writing through the Portal related to the Concept and shall not apply to Rejected Ideas or Entertainment Concepts, as defined below. (such identified information being referenced hereinafter as "Information").

(B) The Company will review the Concept and Information and reserves the right to require that any Information be supplemented by additional detail or otherwise modified to more accurately describe the unique qualities, if any, of the Concept disclosed. The Company assumes no obligation of confidentiality or in any other respect with regard to the Concept, Information or a submission related to (i) Rejected Ideas or (ii) digital game and content concepts, video games, computer games, mobile apps, scripts, screenplays, storylines, plots, characters (including the appearance thereof, as well as any unique and identifying combination of character traits assigned thereto), and motion picture, television, and other entertainment programming concepts (collectively, "Entertainment Concept").

(C) Inventor hereby waives any claim or action whatsoever against the Company, officers, directors, agents, representatives and employees in the event that it nonetheless chooses to submit any Entertainment Concept, including but not limited to claims of misappropriation and copyright infringement. The Company has no obligation to compensate Inventor for any loss or damage which may occur in shipment of materials related to the Concept or the Entertainment Concept.

(D) Without limiting the foregoing, the Company may disclose the Concept as well as such Information to its officers, directors, agents, representatives, and employees, as well as representatives of its customers, for the purpose of enabling Company to determine its interest in licensing the Concept and Information from the Inventor.

(E) The Company acknowledges that, during the period of confidentiality, as specified by Paragraph 8 below, it shall not Use any of the Information for Commercial Purposes without the consent of the Inventor. "Use" shall mean conscious and deliberate consideration and implementation of the Information in connection with development and/or design of a product or service. "Commercial Purposes" shall mean the Use of the Information in products or services that the Company intends to offer for sale or license.

(F) Inventor acknowledges that similar concepts may be independently developed by the Company or received from other parties, and that the adoption by the Company of any alternative submission, whether received before or after the Concept and Information, may be due to market conditions at the time at which such alternative submission is received by the Company and/or the positioning of the similar concepts suggested by the party making the submission (and the strength of the third party’s presentation thereof), as well as to the relative inherent merit of the Concept and the similar submissions. Selection by the Company of alternative submissions, or use of its own development work, shall be without obligation to Inventor.

3.1 The obligations of the Company with respect to the Concept and/or Information as set forth in this Agreement are not applicable to any Rejected Ideas or to any Concept or Information that:

(A) was demonstrably known to the Company prior to the date of the disclosure thereof to the Company by the Inventor; or

(B) was known to the public or generally available to the public prior to the date of the disclosure to the Company by the Inventor; or

(C) becomes known to the public or generally available to the public subsequent to the date of disclosure to the Company through no act of the Company contrary to the obligations imposed by this Agreement; or

(D) is or was disclosed by the Inventor to any third party without an obligation from the third party to maintain confidentiality; or

(E) is or was independently developed by the Company or one of its subsidiaries, divisions, or parent or affiliated companies without any breach of this Agreement; or

(F) is received in good faith by the Company from a third party and is not subject to an obligation of confidentiality owed by said party to the Inventor.

3.2 Failure by the Company to disclose the existence of any of the conditions listed in subparagraphs (A) through (F), above, or to identify a submission as an Entertainment Concept, at the time of disclosure or thereafter, shall not be deemed a representation that such conditions do not exist or constitute a waiver by the Company of the exclusion of such Concept from its confidentiality obligations or of its right to assert the existence of such conditions. Inventor understands and acknowledges that although one employee, group, or division of the Company is legally entitled under this Agreement to share the Information with another employee, group, or division, there shall be no presumption of such sharing and, specifically no presumption against independent development solely by virtue of prior disclosure of the Concept and/or Information to one or more employees, groups, or divisions of the Company.

3.3 A disclosure shall not be deemed to violate this Agreement if it is:

(A) disclosed by the Company, or by a person(s) for whom the Company is responsible or who provides professional advice to the Company pursuant to an obligation of confidentiality, without the Inventor's informed authorization despite the exercise of the degree of care which the Company affords its own confidential information; or

(B) required to be disclosed by judicial or governmental action; or

(C) disclosed in a judicial or governmental proceeding subject to a protective order.

4.1 Inventor represents and warrants:

(A) that Inventor is at least eighteen (18) years of age and above the age of majority in the jurisdiction in which the Inventor resides; and

(B) that (i) Inventor is the sole owner of the Concept and all Information disclosed to Company and all related intellectual property rights and that Inventor's disclosure thereof or any grant of rights thereto to Company shall not violate the rights of any third party; or (ii) if a third party has ownership of, or a claim to, all or any part of the Concept or Information, then by virtue of an arrangement with any such third party (hereinafter, collectively, "Contributors"), Inventor has the unqualified right to disclose the Concept and Information to Company and the sole right to grant licenses related to use of the Concept and/or Information, and that the Contributors have been informed of the terms of this Agreement and agree to be bound by them. Inventor promises and represents that, within ten (10) days of the date of any Decision Notice, any and all such each Contributor will execute (and Inventor shall provide the Company with a copy of) a hand-signed confirmation of consent to such terms, stating substantially the following:

"I, [NAME OF CONTRIBUTOR], have collaborated and/or are collaborating with [INVENTOR'S NAME] ("Inventor") on the project known as "[CONCEPT NAME]" ("Idea"), which was submitted through the  Good Sport online portal. I have agreed to permit my work to be included in the Idea and submitted to Good Sport per the Concept Disclosure Agreement (available on the  Good Sport website), and I agree that my work may be included as part of the licensed property in any license agreement negotiated for its use. I further agree that I am of capacity and age to confirm the statements in this document, and that Inventor is fully authorized to negotiate and grant a license for use of the Idea and confirm my understanding that any agreement related to the Idea shall be between Good Sport and Inventor, and that I am solely responsible for any agreement with Inventor regarding my share of any royalties or other compensation to be paid by Good Sport on use of the Idea."

4.2 Notwithstanding anything herein to the contrary, it is hereby agreed that, apart from disclosures made to third parties referenced in Paragraph 4.1(B) above, Inventor shall not disclose to any third party during or after the confidentiality period any terms in or related to this Agreement or the terms of any proposed or executed agreement with Company, nor any information concerning the Company’s product line, future product plans, or other business plans. Furthermore and subject to Paragraph 8 below, Inventor shall not disclose the Concept or Information to any third party during the confidentiality period unless or until Inventor receives notice from Company that such Concept and/or Information is deemed a Rejected Idea or a Decision Notice stating that Company will not pursue a license for the Concept and/or Information. If Inventor shall violate the terms of this Paragraph, the Company's obligations of confidentiality hereunder, as well as its promise under Paragraph 2(E) to refrain from use of the Information, shall cease forthwith and be void and of no effect.

5. In the event of any breach or violation of Paragraph 4.1 or 4.2 above, Inventor shall indemnify and hold completely harmless the Company, its subsidiaries, and its parent or affiliated companies, as well as their respective officers, directors, employees, sublicensees, distributors, customers, and agents, from any claim, loss, costs, or damages (including reasonable attorney fees) against or suffered by any or all of them brought or caused by any party and related to or arising out of any submission made under this Agreement.

6. The parties do not intend that any agency, licensing, or partnership relationship be created between them by this Agreement. In the event that the Company agrees to enter into a licensing agreement with Inventor for the use of the Concept and/or Information, such licensing agreement would provide, inter alia, for a royalty to be paid to Inventor of not more than one and one half percent (1.5%) of the Company’s net sales of products or services utilizing the Concept and/or Information, and such obligation to pay royalties would not extend for more than five (5) years after first offering such products or services for sale. The Company will have the right, but not the obligation, to utilize the name of Inventor and any Contributors in connection with the promotion of any products or services utilizing the Concept and/or Information.

7. This Agreement contains the entire understanding between the parties relative to the protection of any information (including the Information) that may be exchanged or submitted via the Portal, and supersedes any prior or collateral communications and understandings, whether written or oral, between the parties. The terms of this Agreement shall remain in effect notwithstanding any specific legend or statement associated with any particular Information exchanged, and in the event of a conflict between the terms of this Agreement and any such legend or statement, the terms of this Agreement will control. Moreover, no subsequent agreement or modification of this Agreement shall have effect unless put in writing and signed by duly authorized representatives of the parties.

8. The obligation of confidentiality imposed by this Agreement shall extend, with respect to any Concept or Information, for one (1) year from the date of the initial disclosure of any portion of such Concept or Information; provided, however, that the foregoing shall not be construed as preventing the Company from disclosing a portion of the Concept or Information to the public at any time after entering into a binding license agreement with Inventor for the use of that portion of the Concept or Information, and it is recognized that the terms of this Agreement shall not be superseded by the terms and conditions of any such license agreement absent express language to the contrary. Upon the expiration of the stated period the Company shall have no further obligations to Inventor with respect to such Concept or Information.

9.1 This Agreement shall be governed by the internal laws of the State of California, without regard and to the exclusion of California’s conflict of laws rules. The United Nations Convention for the International Sale of Goods is excluded and shall not apply. If any provision of this Agreement is found to be illegal, void, or unenforceable in whole or in part, that portion shall be deemed severed from this Agreement, and the remainder shall be deemed valid and enforceable, such that the Agreement remains in full force and effect.

9.2 (A) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, including all questions of arbitrability, shall be settled by three arbitrators in an arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.

(B) Each Party shall appoint one arbitrator. If a party fails to appoint an arbitrator within twenty-one (21) days of the commencement of the arbitration, such appointment shall be made by the AAA. The two arbitrators appointed in accordance with the preceding sentences shall appoint the third arbitrator, who shall be the chairperson of the tribunal. If the two arbitrators fail to appoint the third arbitrator within twenty-one (21) days of the appointment of the second of the arbitrators, the appointment of the third arbitrator shall be made by the AAA.

(C) The place, or legal seat of arbitration, shall be California, United States  and the language of the arbitration shall be English.

(D) The arbitrators shall issue a reasoned award.

(E) The arbitrators shall have the power to grant any interim or provisional measures that the arbitrators deem appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction as a final award. The arbitrators shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

(F) A party may only bring claims in its individual capacity on its own behalf, and not in any representative capacity, or on behalf of any class or purported class, and no arbitration commenced hereunder may be joined with or include any claims by any other persons, unless both parties consent. Each party shall bear its own arbitration filing fees.

(G) The arbitrators shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorneys or legal fees. Judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction.(H) No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

By submitting the Concept and Information to the Portal, you confirm that you have read and understood this Agreement, which shall be effective as of the date of submission.

Contacting us
If you have any other questions about our terms and conditions, please feel free to write to us:-
Good Sport
1680 Michigan Ave
Suite 700 #302
Miami Beach, FL 33139