Filmmakers, Withoutabox
  Not logged in
  • English
  • German
  • French
  • Spanish
18-Apr-2014 6:55pm PDT  

 

Independent Television and Film Festival

9 Annual September 26, 2014 to September 28, 2014

Add to Watchlist Qualify this Project
International
Film
Video
Short
Feature
Competition
Film Market
Submit Online
PO Box 1649
West Dover VT 05356
USA
Phone: 802-780-0031
Fax: 802-780-0031
festival@itvfest.com
http://www.itvfest.com

OPEN CALL FOR ENTRIES • Select a Category of Entry to continue.

Comedy: Webseries
A Comedy:Webseries Submission is a comedic series of episodes made primarily for web-based or multimedia platform distribution.

Submissions in this category must have either:

(1) a minimum of 3 full episodes of any length, or
(2) a minimum of 2 full episodes with a total run time of at least 8 minutes.

You can choose which episodes to submit for consideration.
Documentary: Television
Documentary Television projects are non-narrative and/or non-fiction stories such as biopics, issue pieces or news related stories.

Documentary TV projects should be between 18 and 48 minutes long.
Drama: Television
Drama: Television pilots and projects are for all categories of dramatic television programming. Each entry (excluding its preview trailer) must be of the following length, as applicable (i) between 18-25 minutes in length for a half-hour non-animated program, (ii) between 40-55 minutes in length for an hour-long non-animated program. All genres welcome EXCEPT horror/slasher.
Drama: Webseries
A Drama:Webseries Submission is a fictional dramatic series of episodes made primarily for web-based or multimedia platform distribution.

Submissions in this category must have either:

(1) a minimum of 3 full episodes of any length, or
(2) a minimum of 2 full episodes with a total run time of at least 8 minutes.

You can choose which episodes to submit for consideration.
Comedy: Television
Comedy: Television pilots and projects are for all categories of comedic television programming. Each entry (excluding its preview trailer) must be of the following length, as applicable (i) between 18-25 minutes in length for a half-hour non-animated program, (ii) between 40-55 minutes in length for an hour-long non-animated program. All genres welcome EXCEPT horror/slasher.
Documentary: Film
Documentary:Film is for biopics, educational, historical and traditional documentary styles. Each entry (excluding its preview trailer) must be between 45-125 minutes in length for documentary films. All genres welcome EXCEPT horror/slasher.
Animated: Television
Animated: Television pilots and projects are for all categories of dramatic and comedic animated television programming. Each entry (excluding its preview trailer) must be of the following length, as applicable (i) between 18-25 minutes in length for a half-hour non-animated program, (ii) between 40-55 minutes in length for an hour-long non-animated program. All genres welcome EXCEPT horror/slasher.
Animated: Webseries
A Animated:Webseries Submission is a dramatic or comedic series of animated episodes made primarily for web-based or multimedia platform distribution.

Submissions in this category must have either:

(1) a minimum of 3 full episodes of any length, or
(2) a minimum of 2 full episodes with a total run time of at least 8 minutes.

You can choose which episodes to submit for consideration. Episodes do not need to be consecutive.

Both new and returning series will be considered.
Short Film
Short Films are projects made primarily for release on film-based or theatrical platforms. Short films can be no longer than 15 minutes. All genres and categories welcome except horror/slasher.
Reality: Webseries
Reality: Webseries is either scripted or non-scripted reality programming made for multimedia or web distribution.

Must submit a minimum of 3 episodes of any length or 2 episodes of a total run time of at least 8 minutes.

Any topics and genres welcome except horror/slasher.
Talk Show: Webseries

MISSION & OBJECTIVE
The Independent Television and Film Festival (ITVFest) was founded in 2006 to encourage changes in conventional television and the growth of artistic expression in television and new media. ITVFest provides local, national and international artistic communities with a public forum for independently produced television pilots, webseries, short films, documentary films and new media.

ABOUT THE FESTIVAL
The Independent Television and Film Festival is a premier festival independently produced, original and unaired television pilots, webseries, short films, documentary films and mobile content.

ITVFest prides itself on being for and about honoring the best content creators. You do not need to have any prior industry status to succeed at ITVFest.

In July 2006 the ITVFest opened for business and began to alter the way the industry views independent production by exploring the creativity that goes into independent television production.

In addition to being able to showcase, creative people can also get notoriety through their independent television efforts. Pilotmakers at the ITVFest have gone on to get script deals with NBC, web deals with Ziddio.com, development deals with Starz!, representation from UTA, 3 Arts and others. In the past ITVFest has been able to award thousands of dollars in cash and prizes.

Now in its 9th year the ITVFest stands poised to once again serve as catalyst for change in the ever-evolving television industry. Creativity is paramount at the ITVFest. The festival provides the people who need to see your work the opportunity to do so.

The Festival will run from September 26-28th in Dover, Vermont.

ORGANIZERS
Philip Gilpin ; Philip Gilpin

GENERAL RULES
The Independent Television and Film Festival (“ITVFest”) “Festival Competition” (the “Competition”) begins on September 26th, 2014 and ends on September 28th, 2014. To be considered for “Festival Competition” all entries must be postmarked to ITVFest no later than 11:59 PM on July 15th, 2014.

Each person or entity (hereinafter referred to as either “entrant” or “participant”) seeking to enter the Festival Competition must create either: (i) a pilot or sample episode that follows the conventional format for either one-half hour or, (ii) one hour-long television programs in terms of content and length as further described below (a “Pilot”), or (iii) a comedic, dramatic or animated web series as described in the category rules, or (iv) a film of original content as described in the category rules. Each entrant’s project shall be referred to in these Official Entry Rules as an “entry.”

By entering this Competition, entrants agree to these Official Entry Rules and acknowledge that the decisions of Jurors shall be binding and final in all matters relating to this Competition.

Eligibility for Participation

The Competition is open to individuals who are 18 years of age or older, as well as entrants under the age of 18 whose entries are accompanied by written parental consent to the terms of these Official Entry Rules. ITVFest reserves the right to verify and confirm such consent and disqualify any entrant under 18 without valid consent. Any individuals who have, within six (6) months prior to the start date of the Competition and thereafter, been employed by or performed services for ITVFest or any other person or entity responsible for sponsoring, administering, advertising or promoting the Competition, and/or their respective parent, subsidiary, affiliated and successor companies, including but not limited to employees, consultants, independent contractors, interns, immediate family and household members of such individuals, are not eligible to win the Competition but may enter their projects for consideration in the out-of-competition category. Programs created or funded by broadcast networks, cable networks or studios are likewise ineligible to compete in the Competition but may be submitted to the ITVFest for consideration as a special screening.

Indemnity and Hold Harmless

By entering the Competition, the participant(s) agree to indemnify, defend, release, discharge and hold harmless ITVFest, its affiliates, sponsors, jurors, employees, officers, directors, licensees, heirs, successors, heirs, and assigns from any and all claims, judgment of liability for damages to persons or property from legal proceedings of any kind, anywhere, for any cause of action, including but not limited to, negligence, claims based on rights of privacy, rights of publicity, false light, defamation, breach of express or implied contract, breach of confidence, breach of confidential relationship, conversion, misrepresentation, fraud, intentional interference with business relationships, or misappropriation. By entering this Competition all entrants grant ITVFest the non-exclusive right to use their respective names, photographs, likenesses, voices, and/or biographical information for ITVFest programming, publication, publicity, advertising and all other promotional purposes without compensation, review or approval unless otherwise prohibited by federal, state law, or other applicable law.

Additional Entry Regulations

If ITVFest has reason to believe that an entry contains any material that may infringe or violate the rights of a third party, in its sole discretion, ITVFest may immediately disqualify such entry and take any and all other measures ITVFest may deem appropriate. And using its sole discretion, if ITVFest determines that any entry contains any content deemed indecent, inappropriate, morally objectionable or otherwise unfit for dissemination or broadcast, such entry will be immediately disqualified. Moreover, entries not meeting stated running time requirements may likewise be disqualified at ITVFest’s own discretion. Entries not satisfying Competition’s Official Entry Rules, in any respect, may also be disqualified.

Associated Releases and Permits

At the request of ITVFest, each entrant, at his/her/its own expense, agrees to obtain from all necessary third parties, all releases, permissions and other written documents, in a form acceptable to ITVFest, as may be required by ITVFest and any of its affiliates or sponsors so as to confirm, record and/or perfect all of the rights involved in the particular entry. Without limiting the possible requirement to obtain the aforementioned releases, entrant acknowledges and agrees that upon ITVFest’s request, he/she/it shall provide to ITVFest all necessary written releases and permissions pertaining to on-camera talent, writers, composers, and any other third parties providing any services or materials in connection with such entrant’s entry to Competition.

Rules regarding other contests and competitions

In the event that an entry has been submitted previously to another contest or competition, entrant represents that the contest will not take place at the same time as ITVFest.

Ideas, stories, themes, plots, titles, concepts, and confidences

Entrant further acknowledges that the ITVFest and its affiliates, employees, officers, directors, licensees, assigns, and/or sponsors (referred to collectively as the “Designated Entities”) as a part of their business may routinely engage, and may have previously engaged in, extensive activities in connection with developing, writing, acquiring, publishing, disseminating and broadcasting literary, artistic, and other materials, including stories, ideas, themes, plots, titles, screenplays, teleplays, treatments, formats, and concepts (collectively referred to as the “Materials”). In submitting an entry to ITVFest, each entrant acknowledges and understands that any Materials that the Designated Entities may hereinafter use or exploit may have originated with the Designated Entities themselves or may have been already acquired from the Designated Entities’ employees or other parties, and that if such Materials duplicate, parallel or resemble the entrant’s entry for the Competition, such occurrence may be a mere coincidence.

By submitting an entry, entrants acknowledge that they understand and agree that the Designated Entities’ use of Materials containing features and elements similar to or identical with those contained in the entrant’s entry shall not entitle the entrant to any compensation where such Materials’ were not created or originated by the entrant. As an inducement to ITVFest to accept the entrant’s entry into the Competition, each entrant hereby waives any claim or right of legal action against any of the Designated Entities or their successors and assigns in connection with the Designated Entities’ use of any features or elements similar or identical to Materials (or any portions thereof) where Designated Entities can prove to entrant, prior to the institution of any legal proceeding, that Materials were developed before entrant’s Materials came into existence and/or derived from a source other than entrant’s Materials. By submitting an entry, entrants acknowledge that they understand and agree that the Designated Entities’ do not accept entrant’s submissions in confidence.

Competition Specifics

The official panel of Jurors, consisting of representatives selected at the sole discretion of the ITVFest, will judge the entries based on the following criteria: (i) writing (ii) acting (iii) concept (iv) originality and creativity, (v) production and (vi) adherence to and appropriateness for a particular format. Selected entrants may be required to submit requested information, including but not limited to additional releases and permissions from necessary parties, to assist in the Jurors’ due diligence research. An interview with the entrant, conducted at the sole discretion of the Jurors, may also be required prior to the Jurors’ decision.

The Jurors will select finalists to screen in each category (as listed below) in late July. The finalists will be notified by telephone and/or e-mail. The Jurors will then select a potential winner in each category (as listed below) on or about September 28th. The winners will be announced at the ITVFest Awards Gala. Potential winners may be required to sign and return within five (5) business days of receipt an Affidavit of Eligibility, Release and Indemnification, as well as other documents that ITVFest may reasonably require.

If any potential winner does not reply to any notification by ITVFest within five (5) business days, such potential winner may be disqualified in the discretion of ITVFest and an alternate potential winner may be selected. This process may continue until a winner is selected. ITVFest shall not be responsible in any way for any missed notification or an entrant’s failure to receive a communication from ITVFest. The winner in each category shall be announced at an awards ceremony to occur following the close of the Competition.

Publicity

Some or all of the Finalists and Winners of the Competition may be required to participate in a reasonable number of customary promotional and publicity activities [including press junkets, telephone interviews, sending press packages, and public appearances (appearance expenses would be paid for by ITVFest)] to promote the Independent Television Festival and the Competition. If an entrant is not willing or unable to participate in such promotional activities at the time of the announcement of the winners, ITVFest reserves the right to select another winner.

Additional Conditions of Participation

If for any reason the Competition cannot be administered or completed as planned, the ITVFest reserves the right, at its sole discretion, to terminate, modify and/or suspend the Competition and to determine the winners by having the judges evaluate all eligible entries received prior to the action taken, or as otherwise deemed fair and equitable by the ITVFest. ITVFest reserves the right to terminate, modify or suspend this Competition due to any of the following reasons: act of God; unavoidable accident; epidemic; fire; blackout; act of public enemy; war, riot or civil commotion; enactment, rule, order or act of government or governmental instrumentality or tribunal; strike, lockout or other labor dispute; inclement weather; the recapture of any time period scheduled for the live telecast of a program for an event of national importance or emergency; failure of technical facilities; failure of essential production, or technical personnel to appear or be available for production or broadcast; or other cause beyond its control. By entering, each entrant agrees that should this Competition be terminated for any such reason(s) entrant irrevocably waives any right to seek rescission, an injunction, or other equitable relief.


Mediation and Arbitration of any Disputes

In the unfortunate event entrant makes a claim against ITVFest based upon this Application the parties will first attempt to resolve said claim in good faith by mediation through a single mediator to be mutually agreed upon. Each party shall pay one-half of the mediator’s fees. If said claim is not resolved through mediation, it shall be resolved by binding arbitration in accordance with the rules of California Code of Civil Procedure § 1280 et seq. The arbitrator shall be empowered to order the losing party in the arbitration to reimburse the prevailing party for all expenses incurred in connection with the arbitration, including without limitation the arbitrator's fees and reasonable attorney fees and costs. By agreeing to arbitration entrant acknowledges that:

• the parties would be waiving their right to a jury trial and to seek remedies available in court proceedings;
• pre-arbitration discovery is generally more limited than and different from court proceedings;
• the arbitrator's award is not required to include factual findings or legal reasoning; and
• any party's right to appeal or to seek modification of the award is strictly limited and the award is final and binding on the parties.

Miscellaneous Provisions

The entrant and ITVFest further agree as follows.

Relationship. This Application between the parties does not constitute a joint venture or partnership of any kind.
Cumulative Rights and Remedies. All rights, remedies, undertakings,
obligations, covenants, privileges and any property granted herein shall be cumulative, and ITVFest may exercise or use any of them separately or in conjunction with any one or more of the others.
Waiver. A waiver by either party of any term or condition of this Application in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.
Severability. If any provision of this Application as applied to either party shall be adjudged by a court of competent jurisdiction to be void and unenforceable, the remainder of this Application shall remain in full force and effect shall be construed as if the unenforceable provision had not been in this Application, unless the absence of the unenforceable provision shall substantially destroy the business purpose of this Application.
Governing law and Venue. This Application shall be construed in accordance with the laws of the state of California and any dispute, claim, mediation, arbitration, or legal proceedings of any kind arising under Application shall be resolved solely in the state or federal courts of the state of California counties of Los Angeles and/or Orange, or other county of California if an appeal requires such. Each party shall submit to the jurisdiction and venue of such courts and the Licensor is designated as the agent for the service of process in any such action.
Entire Agreement. This Application is intended to be the final expression of the parties and thus contains the entire understanding of the parties relating to the subject matter. This Application cannot be changed except by written agreement executed by the party to be bound.

TERMS AND CONDITIONS

Entire Agreement: This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and it supersedes all prior and contemporaneous oral and written agreements and discussions. Severability in the Event of Partial Invalidity: If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. Choice of Law and Venue: This application/agreement shall be governed and construed in accordance with the substantive laws of the State of Vermont without regard to any choice of law provisions. And any legal proceedings arising out of this application/agreement shall have as its venue the State or Federal Courts in the County of Windham. Article I: Definitions Section 1.0. Defined Terms. Terms defined in this Article I, and parenthetically elsewhere, shall throughout the Agreement have the meanings here and there provided. Defined terms may be used in the singular or plural. Section 1.1. “Copyrightable” means that the material submitted to Licensee comprises an “expression” that could be successfully registered at the United States Copyright office if it were submitted to that organization, but such materials have not been so submitted. Section 1.2. “License” is the grant of authority to use the copyrighted or copyrightable Material pursuant to the terms of this Agreement. Section 1.3. “Materials” means the pilot, trailer, and any other copyrighted or copyrightable matter submitted to Licensee so as to participate in the festival. Section 1.4. “Pilot” and/or "Film" means a presentation of sound and moving pictures that are contained in a tangible fixed medium or media that embodies the literary work. Section 1.5. “Trailer” means an excerpt of the “pilot” containing the same footage from the pilot but shorter excerpts that may appear in any order. Section 1.6. “Webseries” means a presentation of at least 3 individual webisodes, content made specifically for the web, that are contained in a tangible fixed medium or media that embodies the literary work. Section 1.7. “MobiFest” means a presentation of at least 2 individual mobisodes, content made specifically for mobile distribution, that are contained in a tangible fixed medium or media that embodies the literary work. Article II: Delivery Section 2.1. Licensor shall deliver to Licensee the Materials in the following form and content: include three (3) copies of your entry in DVD format (or, if an international entry, in DVD formatted for multi-zone or Zone 1 [North America]), with labels indicating contact information for the producer, director and/or production company. Each entry (excluding its preview trailer) must be of the length designated in the category rules Article III: Title and Risk Section 3.1. Title to the Materials, including ownership of all copyrights, mask work rights, trademarks, trade secrets and all other intellectual property rights subsisting in the Materials or adaptations shall at all times remain with Licensor, unless otherwise specifically provided in this Agreement. Section 3.2. Except to the extent expressly authorized in this Agreement. Licensee shall make no claim of any ownership interest in the intellectual property rights, including without limitation, copyright and trademark, or any adaptations, in the Materials thereof. Article IV: Consideration Section 4.1. Licensor promises to 1) pay the application fee to Licensee, and 2) grant Licensee a worldwide royalty-free non-exclusive license to use Licensor’s copyright and copyrightable information regarding the Materials in return for Licensee allowing Licensor to participate in Licensee’s festival. Article V: License Terms Section 5.1. Upon and subject to the terms and conditions of this Agreement and subject to Licensee’s acceptance of Licensor as an official participant at the 2010 Independent Television Festival Competition, Licensor hereby grants to Licensee a nonexclusive license to use the Materials for all purposes granted by the rights contained in the United States Copyright Act, including but not limited to broadcasting, disseminating, copying, displaying, and distributing in all geographical locations that Licensee deems appropriate. Where applicable, Licensor agrees not to restrict Licensee’s aforesaid rights of use in this section by way of asserting any moral rights (“droit moral”) provided by any foreign law, jurisdiction, treaty or compact. Section 5.2. Licensee acknowledges that the only rights in the Materials granted by Licensor to Licensee are those specified in this Article V and that such rights are granted only to Licensee. Licensee shall have no rights other than those granted by this Article V to use any of the Materials. Article VI: Due Diligence Section 6.1. Licensor shall notify Licensee of the name and of the direct dial telephone number and back-up number of the Licensor, or Licensor’s employee, who is responsible for delivery and Licensor shall advise Licensee of any changes in such contact. Section 6.2. Licensor shall: 6.2.1. make available to Licensee any information necessary for, or likely to aid in, the successful use of Materials; 6.2.2. at and upon all reasonable times be available for discussion and consultation with Licensee and staff of Licensee affected or likely to be concerned with in any way the subject Materials; 6.2.3. make timely decisions when required in order to avoid delay or unnecessary expenditure of time, effort, or money by the Licensee. Article VII: Licensor’s Warranties Section 7.1. Licensor represents and warrants to Licensee that: 7.2.1. it is the owner of the entirety of the rights in the licensed Materials and that it has the full authorization and authority to enter into this Agreement and grant the licenses herein. The Licensor further represents and warrants that the Materials are original and do not constitute infringement of any valid and subsisting copyright and/or moral right and that Licensee’s use of the Materials will not infringe upon any rights of privacy or publicity, or of any other rights of any kind or nature of any third party anywhere in the universe. Moreover, that the Materials have not been previously broadcast or otherwise distributed or disseminated (except for previous dissemination in connection with another contest or competition) and that the Materials are not in the public domain. 7.2.2. if any legal action is threatened or taken against the Licensee in respect of any of Licensor’s intellectual property rights, including copyright, moral right, patent, trademark, or similar right in the Materials then it shall immediately inform Licensor and permit Licensor to defend such action. Licensor may, at its own expense, change, modify, or delete all, or any part of the Materials in order to avoid any such infringement, or alleged infringement of copyright, moral right, trademark, or misappropriation. Article VIII: Termination Section 8.1. This non-exclusive license shall be irrevocable and may only be terminated by the following occurrences: 8.2.1. Licensor’s Materials are purchased by a third party and that third party objects, in a writing addressed to Licensee, to Licensee’s continued use of Materials. 8.2.2. Licensee permanently ceases doing business becomes insolvent, makes general assignment for the benefit of creditors, has a receiver appointed for its assets, or an order has been made for its winding-up. 8.2.3. If the license for the Materials is at anytime terminated by its expiration under the terms of this Agreement, Licensee shall forthwith cease to use Materials and shall destroy Materials within 30 business days from the date of termination. Article VIV: Indemnification Section 9.1. The Licensor shall indemnify and hold the Licensee and its employees, directors, officers, shareholders, agents, heirs, successors, assigns, and direct purchasers harmless from any claim, loss, liability, damage or expense, including reasonable attorneys’ fees arising out of any claim, lawsuit or demand which is inconsistent with any of the warranties and representations made in this Agreement. Article X: Force Majeure Section 10.1. Licensee shall not be liable for breach of its obligations under this Agreement to the extent that such breach is caused by industrial disputes, lockouts, power failures, acts of government, war, hostilities, riots, civil disturbance, acts of God or other matters beyond the reasonable control of the party concerned, whether existing at the date of signature of this Agreement or arising thereafter. Section 10.2. If the circumstances set out in section 10.1 shall come into effect then Licensee shall as promptly as practicable notify the Licensor in writing of the intervention and of the cessation of any such circumstances and shall state its intention to invoke section 10.1 in such notice. Article XI: Mediation and Arbitration of Disputes Section 11.1. In the unfortunate event Licensor makes a claim against Licensee based upon this Agreement the parties will first attempt to resolve said claim in good faith by mediation through a single mediator to be mutually agreed upon. Each party shall pay one-half of the mediator’s fees. If said claim is not resolved through mediation, it shall be resolved by binding arbitration in accordance with the rules of California Code of Civil Procedure § 1280 et seq. The arbitrator shall be empowered to order the losing party in the arbitration to reimburse the prevailing party for all expenses incurred in connection with the arbitration, including without limitation the arbitrator's fees and reasonable attorney fees and costs. By agreeing to arbitration Licensor acknowledges that: • the parties would be waiving their right to a jury trial and to seek remedies available in court proceedings; • pre-arbitration discovery is generally more limited than and different from court proceedings; • the arbitrator's award is not required to include factual findings or legal reasoning; and • any party's right to appeal or to seek modification of the award is strictly limited and the award is final and binding on the parties. Article XII: Miscellaneous Provisions Section 12.1.The Licensor and Licensee further agree as follows. 12.2.1. Relationship. This Agreement between the parties does not constitute a joint venture or partnership of any kind. 12.2.2. Cumulative Rights and Remedies. All rights, remedies, licenses, undertakings, obligations, covenants, privileges and other property granted herein shall be cumulative, and Licensee may exercise or use any of them separately or in conjunction with any one or more of the others. 12.2.3. Waiver. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof. 12.2.4. Severability. If any provision of this Agreement as applied to either party shall be adjudged by a court of competent jurisdiction to be void and unenforceable, the remainder of this Agreement shall remain in full force and effect shall be construed as if the unenforceable provision had not been in this Agreement, unless the absence of the unenforceable provision shall substantially destroy the business purpose of this Agreement. 12.2.5. Governing law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to its choice of law provisions. Furthermore, any dispute, claim, mediation, arbitration, or legal proceedings of any kind arising under Agreement shall be resolved solely in the state or federal courts of the state of California counties of Los Angeles and/or Orange, or other county of California if an appeal requires such. Each party shall submit to the jurisdiction and venue of such courts and the Licensor is designated as the agent for the service of process in any such action. 12.2.6. Survival Upon Termination. Notwithstanding any termination under Article VIII, the following sections shall survive and continue to be in full force and effect: 3.1 and 9.1. 12.2.7. Entire Agreement. This Agreement is intended to be the final expression of the parties and thus contains the entire understanding of the parties relating to the subject matter. This Agreement cannot be changed except by written agreement executed by the party to be bound.