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CONFORMED COpy
ORIGINAL FILED
LAW OFFICES OF
BARRY K. ROTHMAN
SUITE 370
UI:.C 17 2015
Shel'fi R. Carter, EX6c;urive Officet/CIllrk
5 2Q 18
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Nancy New~W
SUPERIOR COURT OF THE STATE OF CALIFORNIA
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1111 E. TV NETWORKS, INC., a Delaware corporation)
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qualified to do business in the State of California,
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Plaintiff,
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vs.
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IDRIS ABDUL WAIDD, pka PEEDA PAN, an)
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SC125148
CASE NO.
(UNLIMITED CIVIL CASE)
COMPLAINT FOR:
INDUCING BREACH OF
l.
CONTRACT;
2.
INTENTIONAL
INTERFERENCE WITH
CONTRACTUAL
RELATIONS;
3.
CIVIL CONSPIRACY;
CONVERSION;
4.
5.
ACCOUNTING; AND
6.
INJUNCTIVE RELIEF.
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Defendants.
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COMMON ALLEGATIONS
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1.
Networks") is and, at all times mentioned herein, was a Delaware corporation qualified to do
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COMPLAINT
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business in the State of Califomi a, with offices in the City ofBeverly Hills, County of Los Angeles,
State of California.
2.
E. TV Networks is informed and believes and based on such information and belief
alleges that Defendant Idris Abdul Wahid, professionally known asPeeda Pan, is and, at all times
mentioned herein, was an individual and personal manager ofKeith Cozart, professionally known
as ChiefKeef.
3.
E. TV Networks is informed and believes and based on such information and belief
alleges that Defendant Brandon Zehrer is and, at all times mentioned herein, was an individual and
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informed and believes and based on such information and belief alleges that Defendant Brandon
z ~.... 1rll 'Zehrer resides arid, at ali times mentioned herein, reslded-in-Snerman Oaks,California.
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alleges that Defendant Brandon Balsz is and, at all times mentioned herein, was an individual and
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alleges that Defendant Xavier Dotson, professionally known as Zaytoven, is and, at all times
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E. TV Networks is informed and believes and based on such information and belief
mentioned herein, was an individual and record producer. E. TV Networks is also informed and
believes and based on such information and belief alleges that Defendant. Xavier Dotson resides
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6.
E. TV Networks is informed and believes and based on such information and belief
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alleges that Defendant Leland Wayne, professionally known as Metro Boomin, is and, at all times
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mentioned herein, was an individual and recordproducer. E. TV Networks is also informed and
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believes and based on such information and belief alleges that Defendant Leland Wayne resides
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7.
E. TV Networks is informed and believes and based on such information and belief
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alleges that Defendant Sonny Corey Uwaezuoke, professionally known as Sonny Digital, is and,
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at all times mentioned herein, was an individual and record producer. E. TV Networks is informed
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and believes and based on such information and belief alleges that Defendant Sonny Corey
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COMPLAINT
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Uwaezuoke, professionally known as Sonny Digital, is and, at all times mentioned herein, was
associated in some way with Universal Music Publishing Group located in Santa Monica,
California.
8.
alleges that Defendant DJ Holiday is and, at all times mentioned herein, was an individual and
record producer.
9.
alleges that Defendant Born Leaders Entertainment is and, at all times mentioned herein, was an
10.
E. TV Networks is informed and believes and based on such information and belief
11
alleges that Defendant Paramount Recording Studios is and~ at all times mentioneaherein, was a
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California corporation with offices at 6245 Santa Monica Boulevard, Hollywood, California 90038.
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E. TV Networks is informed and believes and based on such information and belief
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E. TV Networks is informed and believes and based on such infonnation and belief
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E. TV Networks is informed and believes and based on such information and belief.
alleges that Defendant Encore American Studios is and, at all times mentioned herein, was a
California business, form.unknown, with offices in North Hollywood, California, anciJor Burbank:,
California, engaged in the recording industry.
12.
.E: TV Networks is informed and believes and based on such information and belief
alleges that Defendant Gl0 Gang, also known as Glo GangMusic Publishing, LLC, is and, at all
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E. TV Networks is informed and believes and based on such information and belief
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a California corporation with offices in Los Angeles, California, engaged in the business of
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. 14.
E. TV Networks does not presently know the names and capacities ofthe defendants
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sued herein as Does 1 through 10, inclusive. E. TV Networks will seek leave of court to amend
26
this Complaint to allege said defendants' true nam.es and capacities as soon as E. TV Networks
27
ascertains them. Each of the Doe defendants is responsible in some manner for the occurrences
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COMPLAINT
15.
2
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E. TV Networks is infonned and believes and thereon alleges that, at all times
herein alleged, each of the Defendants named in these claims was the agent,employee, partner, co
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venturer, and/or co-conspirator ofeach ofthe remaining Defendants, and, in doing the things herein
alleged, was acting within the course and scope ofsuch agency, employment, partnership, venture,
and/or conspiracy, each with the pennission, consent, or ratification of each of the other
Defendants.
16.
Keef (hereinafter referred to as "ChiefKeef;), entered into a written Artist And Record Company
.Multiple Rights Agreement (hereinafter sometimes referred to as "the Agreement"), a true and
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correct copy of which is attached hereto as Exhibit A and which is incorporated herein by this
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."Entertainment Services" ahd Chief Keef accepted such engagement and agreed to render such
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services exclusively in the "Territory" to E. TV Networks during the "Tenn" of the Agreement.
"EntertainmentServices" was defined as the exclusive services of Chief Keef, including but not
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limited to, recording, publishing, merchandise rights, and live performances. The "Term" of the
Agreement is two years, with options, and the "Territory" is the World. As set forth in Paragraph.
32 on Page 17 of the Agreement, the Agreement was entered into in the State ofCalifomia and is
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required it to do, except for those it was excused from doing. E. TV Networks has perfonned all
conditions, covenants, and promises required on its part to be performed under the Agreement.
22
18.
All conditions required by the Agreement for the perfonnance of Chief Keefhave
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19.
Since May 2015, Chief Keef has breached the Agreement by arbitrarily and
2511 capriciously recording, writing, selling merchandise, and perfonning outside of the Agreement.
26
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COMPLAINT
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1
20.
511 contained in Paragraphs 1 through 19 above, as fully as though set forth at length herein.
21.
Defendants, and each of them, knew of the Agreement~ and knew that the
7 II Agreement was and is a valid written contract between E. TV Networks and Chief Keef.
22.
Despite their knowledge oftheAgreement, after May 1,2015, Defendants, and each
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and-eachoIlliem,
produced recordings embodying the performances ofChief-Keefoutside ofthe
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b.
Rollin 2", a recording embodying a performance by Chief Keef and including 19 compositions by
Chief Keef;
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c.
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d.
Defendants Idris Abdul Wahid and Brandon Zehrer, and each of them,
. .:. .._-.- ----19 .' .rendered personal mart-agernentsetvices to' Chief Keef in regard to performances and-recurdings
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and each of them, recorded Chief Keef compositions and performances done outside of the
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Agreement;
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f.
g.
Defendant Glo Gang released and distributed "Finally Rollin 2" and
2711 "Nobody Part 2", recordings by ChiefKeefdone outside of the Agreement, and distributed Chief
2811 Keefmerchandise outside of the Agreement; and
5
COMPLAINT
h.
23.
conceived and designed byDefendants, and each of them, to induce Chief Keef to breach the
Agreement.
24.
alleged above, Chief Keef breached the Agreeinent as set forth above in Paragraph 19 above by
arbitrarily and capriciously recording, writing, selling merchandise, and performing outside ofthe
Agreement.
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allegectab-ove, Plaintiff E. TV Networks has been damaged in that it has lost income, revenue,
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royalties, and fees that it would have received for the Chief Keef recordings, rrierchandise;and
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performances under the Agreement, all to Plaintiffs damage in an amount of not less than
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26.
Defendants, and each of them, acted with oppression, fraud, and malice.
The. conduct of
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Defendants, and each ofthem, as alleged above was willful, intentional, malicious, and despicable,
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done with intent to harm and damage E. TV Networ):cs and with conscious disregard of the rights
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27.
25111 . contained in Paragraphs 1 through 18 above, as fully as though set forth at length herein.
26
28.
Defendants, and each of them, knew of the Agreement, and knew that the
2711 Agreement was and is a valid written contract between E. TV Networks and Chief Keef.
28
29.
Despite their knowledge ofthe Agreement, after May 1,2015, Defendants, and each
6
COMPLAINT
of them, intentionally acted to induce a disruption of the Agreement and the contractual relations
a.
and each of them, produced recordings embodying performances of Chief Keef outside of the
Agreement;
b.
Rollin 2", a recording embodying a performance by Chief Keef and includmg 19 compositions by
Chief Keef;
c.
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rendered personal management services to Chief Ke~f in regard to performances and recordings.
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- and each of them, recorded Chief Keef compositions and performances done outside of the
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Agreement;
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"NobodyPart 2", recordings by Chief Keefdone outside ofthe Agreement, and dismbuted Chief
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25 11 conceived and designed by Defendants, and each of them, to disrupt the contractual relations
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2811 alleged above, the contractual relations between E. TV Networks and Chief Keef under the
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COMPLAINT
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Agreement have been disrupted and ChiefKeefhas arbitrarily and capriciously recorded, written,
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alleged above, Plaintiff E. TV Networks has been damaged in that it has lost income, revenue,
royalties, and fees that it would have received for the Chief Keefrecordings, merchandise, and
performances under the Agreement, all to Plaintiffs damage in an amount of not less than
$1,000,000.00.
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Networks and Chief Keef as alleged above, Defendants, arid each ofthem, acted with oppression,
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fraud, and malice. The conduct of Defendants, and each of them, as alleged above was willful,
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-intenfional~ malicious,
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with conscious disregard of the rights of E. TV Networks under the Agreement. Said conduct
justifiesthe awarding of punitive damages.
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TIllRDCAUSE OF ACTION
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- -19 coiitamed in Paragraphs 1 ilirougli 33ao6ve; asfu1ly a~nho\igl:i serf6rth-at length herein.
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35.
After May 1,2015, Defendants, and each of them, agreed and plotted to induce
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ChiefKeef to breach the Agreement and/or disrupt the contractual relations between E. TV
22
23
24
36.
After May], 2015, Defendants, and each of them, did the following acts in
25
a.
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and each of them, produced recordings embodying the performances of Chief Keef outside of the
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Agreement;
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and each of them, recorded Chief Keef compositions and performances done outside of the
Agreement;
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rendered personal managerrient services to Chief Keef in regard to performances and recordings
done outside ofthe Agreement;
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Defendant Glo Gang released and distributed "Finally Rollin 2" and
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''Nobody Part 2", recordings by Chief Keef done outside of the Agreement, and distributed Chief
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37.
As a proximate
result
of the conspiracy by, between, and among
Defendants,
and
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each ofthem, as alleged above, and ofthe acts by Defendants done in furtherance ofthe conspiracy,
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PlaintiffE. TV Networks has been damaged in that it has lost income, revenue, royalties, and fees
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that it would have received for the ChiefKeefrecordings, merchandise, and performances under
22
the Agreement, all to Plaintiff's damage in an amount of not less than $1,000,000.00.
23
38.
In forming the conspiracy as alleged above and in performing the acts in furtherance
24
ofthe conspiracy as alleged above, Defendants, and each ofthem, acted with oppression, fraud, and
25
malice. The conduct of Defendants, and each of them, as alleged above was willful, intentional,
26
malicious, and despicable, done ~th intent to harm and damage E. TV Networks and with
27
conscious disregard of the rights ofE. TV Networks under the Agreement. Said conduct justifies
28
COMPLAINT
FOR CONVERSION
. 39.
611 contained in Paragraphs 1 through 39 above, as fully as though set forth ~t length herein.
40.
On and after May 1, 2015, E. TV Networks had a right to possess the income,
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property ofE. TV Networks, the specific identifi-able income, revenue, royalties, and fees arising
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frQm and derived from the recordings, writing, merchandise, and performances of ChiefKeef, by
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E. TV Networks did not consent to the interference by Defendants with the property
ofE. TV Networks, the specific identifiable income, revenue, royalties, and fees arising from and
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derived from the recordings, writing, merchandise, and performances of Chief Keef.
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43.
181 1 above, PlaintiffE. TV Networks has been damaged in that it has lost income, revenue, royalties;
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2111 $1,000,000.00.
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above, Defendants, and each of them,- acted with oppression, fraud, and malice. The conduct of
24
Defendants, and each ofthem, as alleged above was willful, intentional, malicious, and despicable,
25
done with intent to harm and damage E. TV Networks and with conscious disregard of the rights
26
ofE. TV Networks under the Agreement. Said conduct justifies the awarding ofpunitive damages.
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II
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COMPLAINT
FOR ACCOUNTING
45.
contained in Paragraphs 1 through 44 above, as fully as though set forth at length herein.
46.
of them, have received income, revenue, royalties, and fees arising from and derived from the
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Defendants, and each ofthem, owe the income, revenue, royalties, and fees arising
from and derived from the recordings, writing, merchandise, and performances- of ChiefKeef they-'
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have received after May 1, 2015, to E. TV Networks. An accounting of the income, revenue,
royalties, and fees arising from and flowing from the recordings, merchandise, and performances
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of Chief Keef received by Defendants based on Chief Keefs services after May 1, 2015, is
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. necessary to determin~ the exact sum owing from. Defendants, and each of them, to E. TV
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Networks.
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to make and submit a true and correct accounting of all monies arising frOm and derived from the
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49.
26 II contained in Paragraphs 1 through 48 above, as fully as though set forth at length herein.
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50.
E. TV Networks has complied with Civil Code section 3423 by paying the minimum
COMPLAINT
51.
a.
b.
Chief Keef;
c.
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arising from and derived from the recordings, writing, merchandise, and
peifOrrilances of Chief Keef based upon the services of Chief Keef after
May 1, 2015, which are owing to Plaintiff under and pursuant to the
Agreement;
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The legal remedies ofE.TV Networks are inadequate, and E. TV Networks will
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suffer irreparable harm in tl1at, without injunctive relief, Defendants' wrongful acts as alleged
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above will continue unabated, and E. TV Networks will continue to incur damages from the loss
24
of income, revenue, royalties, and fees rightfully belonging to E. TV Networks under and pursuant
25
to the Agreement.
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53.
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COMPLAINT
b.
Chief Keef;
c.
arising from and derived from the recordings, writing, merchandise, and
performances of Chief Keef based upon the services of Chief Keef after
May 1, 2015, which are owing to Plaintiff under and pursuant to the
Agreement;
d.
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Receiving any sunis arising from and derived from the recordings,
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them, as follows:
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$1,000,000.00;
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3.
COMPLAINT
$1,000,000.00;
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For.an Order requiJjng Defendants, and each of them, to make and submit a true
and correct accounting of all monies arising from and flowing from the recordings, .
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merchandise, and performances of Chief Keef which they have received on and
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10.
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them, from:
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a.
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b.
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Chief Keef;
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c.
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arising from and derived from the recordings, writing, merchandise, and
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performances of Chief Keef based upon the services of Chief Keef after
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May 1, 2015, which are owing to Plaintiff under and pursuant to the
14
COMPLAINT
Agreement;
d.
and ChiefKeef;
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Receiving. any sums arising from and derived from the recordings,
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Forsuch other an<;l further relief as the Court deems just and proper.
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By
B~arry-~Hf/r:;f-o-;'thm-an-,T"E,--sq-.------.--
Attorney
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COMPLAINT
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-l!..1f1i---. 2015 by and between E.. 1V Networks, Inc. ("Company") and M&B
Global Solutions for the services of Keith Cozart p/l<la Chief Keef ("Artist") with respect to
Artist eXclusively rendering Artist's entertainment services ("Entertainment Services") for
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Company. during the term ("Tenn'') of this Agreement.
1. ENGAGEMENT:.Company hereby engages Artist to render such exclusive
Entertainment Services and Artist hereby accepts such engagement and agrees to
render such services eXclusively in the Territory, to Company during the Term of this
Agreement.
2. TERM AND OPTIONS: The term of this Agreement shall commence as of the date
hereof and shall continue for two (2) years. ("Initial Period"). Artist hereby irr~vocably
.conditionsof the Initial 2.eriod fOLflVej~))..further consec.utive r:ene~al peri0qs of one (1)
year each ("Option Periods") (the Initial Period or Option Period may be referred to
generally as a "Contract Period").. Each Option Period shall be exer.cised auforriatiCQlly.
unless Company gives written notice to Artist within thirty (30) days prior to the date that
the Contract Period would otherWise expire l that Company does not intend on exercising
its right to extend this Agreement ,under the respectiVe Option. Company agrees to
release worldwide f'the Territory") one (1) LP Album rE!corded by Artist hereunder for
sale ("Release'1during each year of the Contract Period ("Release Deadline"). If the
end of the Release Deadline occurs between October and December 31, then the
Release Deadline Jor the Territory shall b~ extended to the end of March of the following
year. CQmpariywiIl'release Audio Products forsC\le in Digital Fonnal
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4. RECORDING REQUtREMENTS: During the Initial Period and each year of any
subsequent Option Periods, ArisI agrees to produce one (1) long playing album
formatted master recording comprised of no less than ten (10) Masters for a total of ten
(10) recorded songs, embodying Compositions not heretofore recorded by Artist
("AI bum~)- anc:LconsistenLwith_ths_ styl.e.an.clmanner. of .the, masters. previously recorded
by Artist.
The first album produced by Artist and to be delivered to Company
concurrently upon execution of this Agreement is entitled "Bang 3", which has been
previously approved as technically and commercially satisfactory by Company.
5. RECORD PRODUCTION AND EXPENSES:
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Artist
Initia(~
Initial:~
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Composition's to be recorded, the producers and studio to be used for the Recording
Sessions, the amount of money to be spent on recording the Masters and the dates and
times to record the Masters ("Pre-Production Process"). Company shall have the right
and opportunity to have a representative attend each Recording Session and each
Master shall be subject to Company's approval as technically and commercially
satisfactory for the sale of Audio Products. The time for completion of the Pre-Production
Process and Recording Sessions for any Masters recorded hereunder ("Album
Recording Process") shall be by mutual agreement. Artist agree to use its best efforts to
complete the Album Recording Process, under this Agreement in a consecutive three (3)
month period the beginning of which shall be mutually agreed by the parties and subject
to Artist's touring schedule. For purposes of clarification, the Album Recording Process
shall. consist of the process of recording master quality recordings for mixing, master and
release on Audio ProdlJcts and shall not consist of the process writing compositions or
recording' demo quality recordings. The deCisions regarding all matters under this
paragraph 5 shall be by mutual agreement, however in the event of a disagreement. the'
decision of Company shall control. Artist shall be solely responsible for the payment of
---~~~,alLLEt.CQrdiog_~1~,jD.9luC!iD9
. ..m' monies ~able to the J~!:-odu~~ of Master Recordings
hereunde~
. .
b. All royalty rates in this Agreement are "all-in" rates, Which is to say that they
all royalties due to Artist as well as any other artist, producer, engineer, or other
third parties of any kind. If Company accepts a letter of direction from Artist regarding the
services of any person or company providing production services' for Artist on the
Masters whereby the person is to receive a royalty, any such payment shall be deducted
from Artist's royalty payable hereunder.
~nclude
c. Advance:
2
050115.MTVNerworks.1.dooc
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compa~y Inltial:~
Artist Inltlal:~
'--'---'---'--'h._._8.-.MASTER & VIDEO OWNERSHIP: All Masters and Videos as described herein,
tfiereln;-snall, ftom the itR:eption of their creation; be entirely the property.of Company- in
perpetuity, throughout the Territory,. free of any claim Whatsoever by Artist or by any
persons deriving any rights or interests from Artist For the purposes hereof, all such
Masters and Videos shall be work$ made for hire under the United States Copyright
Law. In the event such works are deemed not to be works made for hire, then pursuant
. to this Agreement Artist hereby tr~nsfers Artist's rights to the copyrights in the Masters.
Videos to Company. Artisf agrees to execute any documents to fulfill the transfer of
copyright to-the Masters and Videos upon request by .Company. Company shall have
'-the right to secure registration of the copyright in and to the Masters and Videos in
. Company's name as the owner and author thereof and to secure any and all renewals of
such copyright Nevertheless, Artist shall, upon Company's request, execute and deliver
to Company any assignments of copyright (including renewals and exte'nsions thereof) in
and to such Masters, and Videos as Company may deem necessary. Company (and its
Licensees) shall have the sole and exclusive right to use the 'Masters and Videos
throughout the Territory or any part thereof in any manner it sees fit, including, without
Iimitation,_thasoJe. ande~GI~siv~ right in_~etuity and throughout the Territory:
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termination of the Agreement Company shall be obligated to enter into good faith
negotiations to do so.
9. DISTRIBUTION:
a. In the event the terms of this Agreement is in conflict with Company's
distribution agreements ['Distribution Agreement") with its Distributors of Audio
Products, the Distribution Agreements terms shall control only as to those terms
inconsistent and in conflict with the terms of this Agreement. However in no event shall
the terms of the Distribution Agreements affect Artist's Royalty on Audio Products...
...
..
- ..- - - .
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b. Artist:s na.me shall .not appear in larger size type than any other side artist on
any -finer o'r inserrS;=--==-'=-=-~=-=-- ~.-.
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c. Artist shall not record on more than 2 recordings during th.e Initial Term or any
Option Period without Company's written consent.
d. Artist shall not render a solo performance without the prior written consent of
Company, and Company shall receive a courtesy credit which states that Artist appears
courtesy of Company; and
11_ MECHANICAL LICENSE: All musical compositions or material recorded pursuant to
this Agreement, which are written or composed, in whole or in part, or owned or
controlled directly or indirectly by Artist or any producer of Masters subject thereto
(herein "Controlled Compositions;') appearing on the Masters and released on Audio
Products hereunder, shall be and are hereby perpetually licensed to Company for the
Territory for Controlled Compositions appearing on Audio Products released by
Company. Company shall be responsible for paying any mechanical royalties owed to
third parties for a composition ("Composition"), including co-authors of co-written
Comp,"y
0501 I 5.MTVNetwotl<s. l.docx
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IOitiat~
Artist Initial:
PUBLISHING
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Artist Injlial:~
Company
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hereunder and delegate any of its obligations hereunder to, any persons, firms or
corporations in the Territory.
LIVE PERFORMANCES
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Artist
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Receipts to be paid to Company, any Tour Expenses paid to Artist, or on Artist's behalf,
shall first be repaid to Company from the Gross Receipts collected from the respective
performance or Tour, after which Company shall pay Artist, Artist's share of Net
Performance Receipts as set forth in paragraph 19 of this Agreement. In the event the
Tour Expenses are not recouped from the Gross Receipts collected by Company or by
Artist assoeiated with a specific Live Performance or Tour, Company shall have the right
to collect the outstanding Tour Expenses and retain its percentage of Net Performance
Receipt from any Gross Receipts derived from subsequent Live Performances or Tours
of Artist, until such time as its Tour Expenses are paid back, even if Company does not
provide Tour Expenses for the subsequent Live Performances or Tours. Notwithstanding
the foregoing, If Company recoups the Tour Expenses expended at any time during any
particular Tour for which Company is providing Tour Expenses, Company shall collect
Company's share of Net Performance Receipts for the remaining Live Performances
associated with the particular Tour.
b. Artist represents it will cooperate with publicity and promotional efforts of the
--.. Gompany-to-supp0J:Lsales-of-i\udio.Eroducts_by~appearin~oLp_ect:o.rmjog.fr.om:Jime..to _.. __ .
tfm~ _a~ requested by Company. After the completion of, but prior to the release 0 any
Album underthisAgreement, Artist and Company shall consult regarding the support of
the release of the Album through Live Performances. and appearances by the Artist.
Artist shall cooperate with Company to plan a series of Live Performances and
appearances during each Contract Period C'Album Support Period"). Artist shall
cooperate and use its best efforts to book, or authorize its booking agent, Artist's
manager, to book sufficient Uve Performances during the Album Support Period and by .
agreeing to appear at those Live -Performances booked during the Album Support
Period.
GENERAL PROVISlONS
18. COLLECTION OF INCOME: During the Terrri of this Agreement and in perpetuity
thereafter, unless specifically set forth otherwise, Company shall receive and collect:
_._ ..
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b. except for collection and distribution of the performance royalties as set forth in
this Agreement, all Gross Receipts derived from advances, royalties or fees paid to
Artist for publishing income derived from the exploitations and licenses of the Controlled
Compositions;
c_ all Gross Receipts derived from advances, royalties or fees payable for sales
of Merchandise derived from the exploitations and licenses of Merchandising Rights or
Special Licenses issued by Company;
d. all Gross Receipts derived from advances, royalties or fees paid for the Live
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considered a
vi. Payments made for Mechanical Royalties under this Agreement are
Advance.
~ecoupable
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Coast ten percent (10%) of Net Receipts that are set forth and enymerated in
paragraphs 19(a), 19(b), 19(c) and 19(d) above, from first monies received by Company,
irrespective of whether Artist has fuJiy recouped any previous advances paid by
Company, or not.
d. It is specifically agreed that Company shall account to Fresh Coast in the
same manner and method that Company accounts to Artist hereunder pursuant to
paragraph 21 below.
21. ROYALTY ACCOUNTING:
a. Statements as to royalties, Artist's Royalties or Mechanical Royalties
(collectively referred to as "Royalties" for this paragraph), payable hereunder shall be
sent by Company to Artist on or before the thirtieth day of September of the semi-annual
period ending the preceding June 30, and on or before the 31st day of March for the
semiannual period ending the preceding December 31st, together with payment of
Comp,"y '""""
Artist
050 115.MTVNe(Y.Qrks. 1.docx
Initial:~
accrued Royalties, if any, earned by Artist hereunder during such semi-annual period,
less all Advances under this Agreement. Except as expressly provided herein to the
contrary, Advances hereunder shall not be recouped from Mechanical Royalties payable
hereunder.
have occurred in the semi-annual accounting period during which such licensees shall
--"---
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-.-_.-._.~-.
c. Royalties in respect of the sale of Audio Products outside of the United States
licensees, shall be credited to Artist's royalty account hereunder at the same rate of
._--.-_.- _..
---_ ... --._ ... _.- .. _---
d. Artist shall be deemed to have consented to all. Royalty statements and all--------------
other accountings rendered byCOmpany hereunder ana each such royalty statement or
other accounting shall be conclusive, final: and binding, shall constitute an account
stated, and shall not be subject to any objection for any reason whatsoever unless
specific objection in' writing, stating the basis thereof, is given by Artist to Company
within two (2) years after the date rendered.
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22.
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a. During the Term of this Agreement and for as long as Company shall be
entitled to the rights granted to it under this Agreement, including the sale of Audio
Products or to sell or distribute Merchandise or exploit Artist's Controlled Compositions,
Artist hereby licenses to Company the exclusive right, and to license others the non
exclusive right, to use Artist's name, approved likeness, voice, approved biographical
material or other identification for use in association with any promotion, marketing or
advertising, in any medium now known and existing or that is created in the future.
However, during the Term of this Agreement, Artist will not license or consent to the use'
of Artist's Name and Likeness for or in connection with the recording or exploitation of
Audio Products under this Agreement by or for anyone other than Company. This
paragraph shall not limit Company's rights it has been granted in this Agreement
regarding Merchandising Rights or Specialty License set forth in this Agreement.
Initia~
Artist Initial:~
Company
b_ Artist shall apply for and obtain in Artist's name, and at Artist's expense,
federal registration of a trademark andlor service mark for Artist's professional name and
lor fogo in connection with the use thereof in all areas of the entertainment industry,
including, without limitation, in connection with the recording and sale of phonograph.
records, the establishment of fan clubs, the rendition of concerts and live performances,
and the sale of clothing and other merchandise. If Artist fails to apply for and obtain
federal registration of any such trademark or service mark, Company shalf thereafter
have the right to apply for and obtain federal registration of any such trademark or
service mark, in Artist's name, for which costs shall be considered an Advance and Artist
hereby appoints Company as its attomey-in-fact, coupled for the purpose of applying for
and obtaining sucli registration. Such authority is coupled with an interest and is
therefore irrevocable.
c. Company or its designees shall have the perpetual and exclusive right to
create and maintain a web site [Web Site") for purpose$ of promoting Artist and the sale
of Artist's Audio Products. Company shalt have the right to Artist's Name ~.nd Likeness in
----.-tIle wenS1te. Comf:lany snalroe tliEfownerof-aJrm-aterials--cnntainin-g-Aliist's-Namtnff'!d---
Likeness.created andincofpQrated into Artist's Web Site subject to the apf:lrqvaJof Artist
asset forth in this Agreement. Company shall have the righttci register as-its own, qny
domain name thqtincorporates or uses Artist's name or any variation of Artist's name.
Company sh~n have the rightto designate any Artist's Web Site as the "offiCial" web site.
Notwithstanding, Artist shall have the right to create one (1) Web Site in connection with
Artist's services as a recording and performing artist. However, Artist shall not be
restricted from creating any humber of social networking sites (I.e. MySpace, FaceBook,
etc.).
.
. .
d. Upon Company's request Artist shall provide his services to establish his
presence on various 'social media sites,topromote both Artist and Company, the identity
of the social media sites and the frequency of "Social. Media Blasts" to be mutually
determined by Artist and Company.
.
e. Upon Company's request Artist shall provide his services to appear in
commercials, paid for by Company, to promote upcoming Artist projects and/or
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I:>~-mutuany- --.
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.- -
23. DEFINITIONS: For the purpose of this Agreement, the following terms shall have
the following meaning: .
." Advance" shall mean a pre-payment of Royalties. Unless other:wise stated
specifically in this Agreement, all Advances are recoupable from Artist's Royalties
payable hereunder.
"Audio Products," shall mean all forms of sound reproductions whether now
known or unknown, on or by which sound may be recorded for later transmission to
listeners, embodying sound, including, without limitation, discs of any speed or size,
vinyl, compact disc, reel-to-reel tapes, cartridges, cassettes, audiovisual recordings,
Digital Formats, Digital Transmissions, etc.
"Audio Visual Recordings" ("Videos") shall mean devices reproducing audio
performances or recording artists together with a visual image for home use or
I
Company ,nitia,:H
Artist
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"Term" shall mean the duration of the Agreement including the Initia! Period and
SUbsequent Option Periods and any extensions or modifications extending the duration
oLthaAgreement.
.
.
.
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- - ---"TourExpense " shall mean the payment of all expenses to .attend or produce a
Live Performance inCluding but not limited to costs for production, promotion or talent
expenses associated with the performance, travel, lodging and per diem expenses to be
incurred by Artist in connection with the Uve Performance.
II
repre~ents
the
a. Artist is not now and during the Term shall not be a party to or bound by any
contract or agreement that will interfere in any manner with the manufacture and
marketing and sale of the Recording by Company. Artist is under no disability, restriction
or prohibition with respect to Artist's right to sign and perform under this Agreement.
-. -- ---.---b.
-The sOI}g.s-and_ perfprmaOC8$_ emb()died in th.e Recordings, and any use
--:--thereof -by Companyof1[i :grantees,licenseoes,- of--asslgnslWiifiiOC\t1oJa.t~LQtJrifringL~"':":~
upon the rights of any third party. Artist has secured all proper licenses for the right to
pertorm and record all or any part of the performances or recording embodied on Artist's
Master including for the use of any third party's recording or composition for use in what
is commonly known as "sampling", "replay", or "interpolation".
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Initjal:~
Artist Initial:
050115.MTVNetworks.l.doCX
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compensation set forth in California Civil Code Section 3423 (the "Code") per fiscal y~ar
required under the law (the "Minimum Compensation'} If any applicable law is hereafter
changed to provide for a different minimum compensation requirement as a requisite for
injunctive relief, then the Minimum Compensation shall be automatically amended to
such new figure as of the effective date of such change with respect to such member(s)
of Artist as Company shall designate. Failure of Company to fail to pay each member of
Artist the minimum amounts guaranteed under the Code, shall not be considered a
breach of contract and Artist's only remedy is that Company is precluded from filing an
injunction against Artist to enforce Company's rights under this Agreement unless
Company pays the necessary amount required by the Code to file the injunction, to the
member of the Artist that Company wishes to enforce the terms of this Agreement
against.
d. During the Term of this Agreement, if required bylaw or any other agreement
that Company may become a party to, Artist shall become and remain a member in
good standing of any appropriate labor union or unions. If Company becomesa party to
-._. ---any-such-anion-agreem eRt, .Company-sbaJl-giv.e.Ar-tisLwdtten.J1oticaoLsucl:1.action_
._.
e. Artist warrants-"that it is the sole owner of its professional name Chief "Keef
and that Artist has the sole and exclusive right to use and to allow others to use the
Artist's professional name in connection with Artist's Entertainment Services.
.
f. Artist understands that the record indUStry and sales of records is speculative
and that Company makes no warranty or representations as to the success of the sales
of Artist's Audio Products distributed and sold hereunder.
.
g: Artist hereby warrants and represents that it has the right to enter into this
Agreement and to grant to Company any rights granted herein, and that the exercise by
Company of any and all rights with respect to the Controlled Compositions will not
violate or infringe upon any common law or statutory rights of any person, firm or
corporation~ including without limitation, contractual rights, copyrights and rights of
privacy. The rights granted herein are free and clear of any claims, demands, liens or
encumbrances.
: - . - - - - - - - .._ . _ - - , .
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limitation, assignments of copyrights, and do all acts necessary to fully effectuate the
terms and provisions of this Agreement. .
25. INDEMNIFICATION: Artist agrees to and does hereby indemnify, save and hold
Company harmless of and from any and all loss and damage (including reasonable
attorney's fees) arising out of or connected with any claim by anyone or more third
parties or any act by Artist which is inconsistent with any of the warranties,
representations, and/or agreements made by Artist herein, and agrees to reimburse
Company on written demand for any reasonable payment made by Company at any
time with respect to any liability or claim to which the foregoing indemnity applies..
Pending the determination of any claim involving such alleged breach or failure,
Company may withhold sums due Artist hereunder in an .amount consistent with such
claim. Any judgments against Company and any settlements by Company of claims
against Artist together with costs and expenses, including counsel fees shall be paid to
Company promptly upon demand and may also be recouped by Company from any
Royalties payable to Artist hereunder.
Company
Inltjal~
Artist I n i t i a l :
05011S.MTVNelwor1<s.1.docx
- .
a. Company reserves the right by written notice to Artist to suspend its obligation
hereunder and/or to extend the expiration date of the then-current Contract Period for
the duration of the following contingencies if by reason of such contingencies it is
materially hampered in the recording, manufacture, distribution or sale of Audio
Products, or its normal business operations become commercially impractical: labor
disagreements, fire, catastrophe, shortage of materials or any cause beyond Company's
control.
b. In the event of any default or breach by Artist in the' performance of any of
Artist's obligation or warranties hereunder, Company, by written notice to Artist, in
addition to any other rights or remedies which it may have at law or otherwise, at its
election, may terminate the Term or may suspehditsobligations hereunder for the
-------~-aurafion of-soch-defaulrorbTeach:-andlor-may-extend-the_expir2tion_data.oUhe_tben-----_
current Contract Periodfor a period eql,Jal t(L~lLor any part of the period of sueh default
or breach.
..
c. In the event. of any default or breach by Company in the perforrnanceof any of
its obligations 01' warranties hereunder, Artist shall giVe Company written notice of such
defauH. Company shall then have sixty (00) days to <cure such breach before being
declared by Artist to be in breach or defaurt of 'this Agreement
27. AP:PROVAL:
Unless otherwise stated. in thi~ Agreement, wherever in this
Agreement Arti~t's approval or consent is required, Aiiisfs,apprbval shail not be withheld .
unfeasonably' and failure to give such approval or disapproval- within seven [1) days of
. notiee by Company shall be deemed an ,approval by Artist. When such approval is to be
mutual, in the event of a dispute Company's deCision shall-co.ntrol.
28. ASSIGNMENT: Company shall have the right to assign this Agreement or any of
CornpanY's'rights hereunder or to delegate our obligations hereunder or any.part thereof
. ---- h..
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29. SUCCESSOR IN INTEREST: This Agreement shall inure to the benefit of and be
binding upon each of the parties hereto and their respective successor, permitted
assigns, and representatives. Company may, at its election, assign this Agreement or
any of its rights hereunder.
.
30. INVALIDITY OF TERMS: If any clause, sentence, paragraph or part of this
Agreement. or the application thereof to any person, shall for any reason be adjudged by
a court of competent jurisdiction to be invalid, such jUdgment shall be limited and
confined in its operation to the clause, sentence, paragraph or part thereof directly
involved in the controversy in which such judgment shall have been rendered and to the
Company Initial:
Artist
050 115.MTVNelwot1<s. '.dOD:
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person involved.
31. NOTICES: All notices hereunder required to be given to Company shall be sent to
Company at its address at
and all royalty statements
(and payments) and all notices to Artist shall be sent to Artist as Artist's address at
_
' or such other address as each party respectively may
hereafter designate by notice in writing to each other. All notices shall be in writing and
shall be sent by registered mail or certified mail, return receipt requested. The day of
mailing of any such notice shall be deemed the date of the giving thereof. Royalty
statements (and payments) rnay be sent by regular mail. All notices to Company shall
be. copied to Law Offices of Barry K Rothman, 1901 Avenue of the Stars, Suite 370, Los
Angeles, CA 90067.
32. APPLICABLE LAW: This Agreement has been entered into in the State of
California and the validity, interpretation and legal effect of this Agreem~nt shall be
governed by the laws of the State of California applicable to contracts entered into and
---nperformed~enti(ely_w.ithio_the_S.tate_Qf.-CalifomJa,.with..r:e.$p.8e-UQJtLe_determinationof any
claim, dispute or disagreement which may arise out of the interpretation, performance or
~a.chof this Agreement. Any dispute claim, mediation or lawsuit arising out of this -
Agreement shall be filed in Los Angeles County, California.
33. AMENDMENT: This writing sets forth the entire understanding between the parties
with respect to the SUbject matter hereof, and no modification, amendment, waiver
termination or discharge of this Agreement shall be binding upon the Company unless
confirmed by a written instrument signed by an authorized officer of all parties. No
waiver of any provision or any default under this Agreement shall constitute a waiver by
Company of compliance thereafter with the same or any other provision or its right to
enforce the same or any other provision thereafter.
34. MEDIATION: Any claim or dispute arising out of or relating to this Agreement or the
breach thereof shall first attempt to be settled by mediation in Los Angeles, California in
accordance with the rules and regulations of Alternative Dispute Resolution (ADR)
governing single member panels or any other mediation procedure agreed to by the
.----.--'"..---pactLe.s~b.e:e.vent-mediation-oLthep arties hereto 'is notsucc~.$sful the.O eachp-~dY .
..
-'-" "'-'--11ereto shaIITia-ve' fne-rigllrrO- pursue any cfafrii ahsing oucon~lspute'by-anyother-- ------....:...:. ..
legal means available to them within Los Angeles, California.
35. INDEPENDENT CONTRACTOR: Nothing contained herein shall consfitute a
partnership between or a joint venture by Company and Artist. It is specifically
understood that Artist is acting hereunder as an independent contractor.
36. RIGHT TO LEGAL REPRESENTATION: Artist represents and warrants that
Artist has read this Agreement and Artist understands that this is an important
legal document Artist hereby represents and warrants that Artist has .been
advised of its right to seek independent legal counsel in connection with the
negotiation and execution of this Agreement and that Artist has either retained
and has been represented by such legal counselor has knowingly and voluntarily
1/
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Ar1isl
050115.MTVNelwOr1<s.1.docx
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waived its right to such legal counsel and desires to enter into this Agreement
without the benefit of independent legal representation.
e~ment
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