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GRADSTEIN & MARZANO, P.C.HENRY GRADSTEIN (StateBarNo. 89747)hgradsteinfajgradsteirtcomMARYANN R. MARZANO (State Bar No. 96867mmarzano(q),gradsteui.com6310 San Vicente Blvd., Suite 510Los Angeles, California 90048Telephone: 323-776-3100Facsimile: 323-931-4990

Attorneys for PlaintiffQUINCY JONES

0\ L08 Angeles Superior Con,.

OCT 25 2013

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

BC52 58 0 3QUINCY JONES, an individual and d/b/aQUINCY JONES PRODUCTIONS,

Plaintiff,

v.

MJJ PRODUCTIONS, INC., a Californiacorporation; SONY MUSICENTERTAINMENT, a Delaware generalpartnership; and DOES 1 through 50,

Defendants.

Case No.

COMPLAINT FOR:

(1) BREACH OF CONTRACT DATEDAS OF NOVEMBER 1,1978;

(2) BREACH OF CONTRACT DATEDAS OF DECEMBER 1,1985; and

(3) ACCOUNTING.

DEMAND FOR JURY TRIAL

COMPLAINT

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PlaintiffQUINCY JONES, individually andd/b/aQUINCY JONES PRODUCTIONS,

hereby alleges against Defendants, as follows:

PARTIES

1. PlaintiffQUINCY JONES ("Jones"), individually andd/b/aQUINCY

JONES PRODUCTIONS ("QJP"), is an individualwho, at all relevant times, has resided

in the State ofCalifornia, County of Los Angeles.

2. Jones is informed and believes, and basedthereon alleges, that MJJ

PRODUCTIONS, INC. ("MJJ") is a California corporation withits principal place of

business in North Hollywood, California.

3. Jones is informed and believes, and based thereon alleges, that SONY

MUSIC ENTERTAINMENT ("Sony") is a Delaware generalpartnership with a

principal place of business at 9830 Wilshire Blvd., Beverly Hills, California, and that

Sony was formerly known as CBS RECORDS, INC.

4. The true names and capacities of the Defendants named in this action as

DOES 1 through 50 are unknown to Jones, who therefore sues them by such fictitious

names. Jones alleges, upon information and belief, that such Doe Defendants

participated in the actions ofor conspired with Defendants to commit the wrongful acts

herein, and to the extent that Jones identifies Doe Defendants involved in the transactions

alleged herein,he will amendthis Complaint to set forth their true namesand capacities.

FACTS COMMON TO ALL CAUSES OF ACTION

5. Jones is considered oneof the preeminent superstar producers in the

music industry, with a reputation forproducing the highest quality master recordings and

someof the best-selling records in history. His careerspansover six decades in the

entertainment industry, a record 79Grammy Award nominations, and 27 Grammy

Awards, including a Grammy Legend Award in 1991. Joneshad providedservices as a

producer, arrangerand musician for artists suchas FrankSinatra, Ella Fitzgerald, Dinah

Washington and manyothers. Jonesutilizes QJPto perform his production,

entertainment and/or otherservices and to ownandexploit certain entertainment assets.

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COMPLAINT

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6. MJJ is a music record label founded by Michael Jackson("Jackson").

Jackson wasoneof the mostprominent recording artists of his generation, witha long

track record of some of the best-selling records in history. Jackson's career started in or

about 1964 with the band "The Jackson Brothers," which shortly thereafter became

known as "The Jackson 5." The group has sold over 100 million albums.

7. In or about 1978, Jackson starred in the motion picture adaptation of the

musical entitled "The Wiz." Jones was one of the composers of the music for The Wiz,

and built a relationship with Jackson during the production of this motion picture.

Jackson and Jones were excited to work together. MJJ (as successor in interest to The

Jackson Five, Inc.), furnishing the services of Jackson, entered into an agreement with

Jones d/b/a QJP dated as of November 1,1978 (the "1978 Agreement," a true and correct

redacted copy of which is attached hereto as Exhibit A, and incorporated herein by

reference) for Jones to produce all of the master recordings to be embodied on Jackson's

upcoming fifth studio album (the "OTW Masters") to be released by Sony, which

became the 1979 album entitled "OffThe Wall" (the "OTW Album"). Sony has sold

approximately 20 million copies of the OTW Album.

8. Pursuant to the terms of the 1978 Agreement, Jones had the option to

produce all of the master recordings to be embodied on the next studio album after the

OTW Album featuring Jackson's performances, and Jones timely exercised such option

on October 25,1979. Jones produced all of the master recordings on Jackson's next

album (the "Thriller Masters"), Jackson's sixth studio album entitled "Thriller" (the

"Thriller Album"), which Sony commercially released in 1982. The Thriller Album has

been cited to have sold in excess of66 million albums worldwide, purportedly the

highest selling album ofall time.

9. After the tremendous success of both the Off The Wall Album and the

Thriller Album, Jackson and Jones wanted to continue their incredibly successful

partnership. MJJ, furnishing the services of Jackson, entered into an agreement with

Jones d/b/a QJP dated as of December 1,1985 (the "1985 Agreement," a true and correct

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redacted copy ofwhich is attached hereto as Exhibit B, and incorporated herein by

reference) toproduce all of the master recordings to be embodied onJackson's seventh

studio album (the "Bad Masters") entitled "Bad" (the "Bad Album") for its release by

Sony. Sony commercially released the Bad Album in 1987 and sold approximately 30

million albums worldwide. The Bad Album is cited as one ofthe 20 best-selling albums

of all time.

10. The 1978 Agreement and the 1985 Agreement are individually and

collectively referred toas the "Agreements." The OTW Masters, Thriller Masters and

Bad Masters are sometimes individually and collectively referred toasthe "Masters."

The OTW Album, Thriller Album and Bad Album are individually and collectively

referred to as the "OriginalAlbums."

11. Inorder toprotect and safeguard his reputation, Jones required ineach of

the Agreements the following: (a) that he be given the first opportunity to re-edit and/or

re-mix any of the Masters; (b) that for singles, the coupling ofMasters with other master

recordings required Jones' prior written consent; and (c) that he be given producer credit

for each ofthe Masters. Furthermore, the restriction on re-editing and/or re-mixing the

Masters constituted additional compensation to Jones under each ofthe Agreements: If

MJJ wanted one(1)or more of theMasters re-edited or re-mixed, MJJ would have had to

payJones for such services at his fair marketrate, whichwouldhave included both an

upfront payment and a so-called "backend," consisting ofapercentage ofthe receipts

derived from the exploitation ofthe audio and/or audio-visual works embodying such re-

edited and/or re-mixed Masters (the "Re-Mixing Fees").

12. The Agreements also provide, among other things, that MJJ shall: (a)

pursuant to paragraph 4 of eachof the Agreements, payto Jones royalties for the

commercial exploitation of the Masters inrecords, including, without limitation,

phonorecords; (b) pursuant to paragraph 5ofeach ofthe Agreements, cause Sony to

account direcdy to Jones under Jackson's recording agreement with Sony for the

royalties set forth in paragraph 4ofthe applicable Agreement; (c) pursuant to paragraph

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7ofeach of the Agreements, account toJones for such royalties if Sony does not do so;

(c) pursuant to paragraph 9 of each of the Agreements, grant toJones the right to approve

Jones' likeness andbiographical material in connection with the exploitation of the

Masters; and(d) pursuant to paragraph 12of the 1985 Agreement, payto Jones royalties

for the commercial exploitation of the Masters in audio-visual works.

13. Jones is informed and believes, and based thereon alleges, that Jackson

entered into various exclusive recording agreements with Epic Records, a subsidiary of

Sony (formerly known as CBS Records, Inc.), dated, among others, May 28,1975,

February 25,1981, June20,1985, June 16,1992and April 1,1994, as suchagreements

may have been amended or otherwise modified (individually andcollectively, the

"Recording Agreements").

14. Jones is informed and believes, and based thereonalleges, that the

Recording Agreements provide, among other things, the following (the "Producer

Terms"): (a) Sony shall regularly account and make payments of producer royalties to

the producersof the master recordings subject to the RecordingAgreements(the

"Producers"); (b) Sony shall accord credit to the Producers on record labels, album

jacketsand linernotes, cassette packaging and in all advertising, billboard, printmedia

andtelevision advertising; and (c) Sonyshallgrantthe Producers designated by Jackson

the rightto approve suchProducers' likeness and biographical material.

15. Jones is informed and believes, and based thereon alleges, that Sonyat

least partiallycomplied with the ProducerTerms in connectionwith the Masters

produced by Jones by(a) regularly accounting and making payments of producer

royalties to Jones for theMasters as embodied on eachof theOriginal Albums; (b)

according Jonescreditas the producer of the Masters on physical copiesof eachof the

Original Album's album jacket, liner notes and cassette packaging; and (c) granting

Jones the right to approve his likenessand biographical material used in connection with

the commercial exploitation of each of the Original Albums.

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COMPLAINT

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GRADSTEIN4MARZANO,P.C. 6310SanVicenteBlvd.Suite510 LosAngeles.California90048 Telephone:323-778-3100

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16. Pursuant to California Civil Code § 1559 and California case law, Jones,

as one ofthe Producers, isan intended third party beneficiary ofthe Recording

Agreements, notwithstanding any boilerplate language in the Recording Agreements to

the contrary: The terms ofthe Recording Agreements necessarily require that Sony

confer benefits to the producers ofthe master recordings subject to the Recording

Agreements. Additionally, Sony's performance of the Producer Terms (obligations Sony

had agreed toperform onbehalf ofMJJ) discharges legal obligations MJJ has to

producers, including Jones, under producer agreements, including the Agreements.

17. Jackson diedon June 25,2009. Unfortunately, afterJackson'sdeath,

those in charge ofJackson's entities, including MJJ, began commercially releasing new

audio and audio-visual works without regard to the terms ofeither of the Agreements.

18. On or about October 28,2009, AEG Live and The Michael Jackson

Company, LLC, through their distributor Columbia Pictures, commercially released

worldwide a motion picture entitled "This Is It" (the "Film"). The Film hasbeen cited as

currently being the highest grossing concert movie and documentary in the history of

cinema. The Film has been distributed to theaters, home video renters and retailers,

premium cable television services, anddigital distributors, including over the Internet

and via smartphone or other mobile devices.

19. On or about October 26, 2009, MJJcommercially released a soundtrack

album to theFilm, which was distributed worldwide bySony (the"Film Soundtrack

Album"). The Film Soundtrack Album has been commercially distributed physically to

retail stores and online retailers such asAmazon.com, and digitally toonline retailers

such as Apple iTunes and Amazon MP3.

20. On orabout October 2,2011, Cirque du Soleil premiered the traveling

theatrical audio-visual production entitled "Michael Jackson: The Immortal World

Tour" (the "Immortal Production"). Jones is informed and believes, and based thereon

alleges that the Immortal Production isa worldwide tour that iscurrently scheduled to

perform approximately 336 shows through 2014, atvenues such as The Staples Center in

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Los Angeles. It has derived revenue ofover $300,000,000, has been performed to over 2

million audience members and iscited asthe highest grossing tour inthe United States in

2012.

21. Onorabout November 18,2011, MJJ commercially released a soundtrack

album to the Immortal Production embodying the Immortal Masters, which album was

distributed worldwide by Sony (the "Immortal Soundtrack Album"). The Immortal

Soundtrack Album has been commercially distributed physically to retail stores and

online retailers such as Amazon.com, and digitally to online retailers such as Apple

iTunes and Amazon MP3.

22. Onorabout May 23,2013, Cirque Du Soleil premiered the theatrical

audio-visual production entitled "Michael Jackson: One" at the Mandalay Bay Casino

and Resort in Las Vegas (the"One Production").

23. Jones is informed and believes, and based thereon alleges, that with MJJ,

Jackson or anaffiliate or related entity ofMJJ and/or Jackson (individually and

collectively, the "Jackson Party") secretly entered into a venture agreement with Sony (or

its entities oraffiliates) (the "Sony-Jackson Venture Agreement"), pursuant to which

Sony would distribute the Jackson Party's record label (the "Jackson Label"), and Sony

and the Jackson Label would share the profits from master recordings commercially

released bysuch Jackson Label. Jones is informed and believes, andbased thereon

alleges, that the rights inand to the Masters reverted from Sony to MJJ, subsequent to

which MJJ caused the albums featuring the performances ofJackson to be distributed by

the Jackson Label, instead ofSony, including albums embodying one ormore of the

Masters. Jones is informed and believes, and based thereon alleges, that the Sony-

Jackson Venture Agreement diverts revenues to MJJ inconnection with the reproduction,

use orother exploitation ofthe Masters, disguised such diverted revenues as "profits"

instead of"royalties" (the "Disguised Royalties"). By removing such Disguised

Royalties from the pool of revenues upon which Jones' royalties are calculated, MJJ

purposely reduces the royalties (and of"Net Receipts" as defined in subparagraph

. 6

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12[a][ii] ofthe 1985 Agreement) payable to Jones under both ofthe Agreements.

24. Jones is informed and believes, and based thereon alleges, that Sony (or

its entities oraffiliates) secretly entered into an agreement with the producers ofthe Film

inconnection with the masters used inthe Film (including, without limitation, the OTW

Film Masters, Thriller Film Masters and Bad Film Masters [individually and collectively,

the "Film Masters"]) (the "Sony-Film Agreement"). Jones is informed and believes, and

based thereon alleges, that although the only rights licensed to the Film producers under

the Sony-Film Agreement were the rights to use certain master recordings owned and/or

controlled by Sony inthe Film (including, without limitation, the Film Masters), the

Sony-Film Agreement divides the compensation payable toSony into one portion

designated for the master use licenses (the "Master Use License Fees") and another

portion paid directly to MJJ (the "Additional Fees"). Jones is informed and believes, and

based thereon alleges, that: (a) all ofthe compensation under the Sony-Film Agreement,

including both theMaster Use License Fees and the Additional Fees, represent the

compensation payable to Sony for the right touse the master recordings (including the

Film Masters) inthe Film; (b) the Master Use License Fees donot represent the fair

market value, negotiated ingood faith, to license the masters used inthe Film (including

the Film Masters) inthe Film and Film Soundtrack Album; and (c) the designation and

payment of Additional Fees purposely reduce the computation ofroyalties (and of"Net

Receipts" asdefined insubparagraph 12[a][ii] ofthe 1985 Agreement) payable to Jones

under the Agreements.

25. The Sony-Jackson Venture Agreement and the Sony-Film Agreement are

sometimes individually and collectively referred to as the "Clandestine Agreements."

FIRST CAUSE OF ACTION

(Breach ofWritten Contract dated as of November 1,1978

Against MJJ and Does 1-25)

26. Jones repeats and realleges, and incorporates herein by reference, the

allegations set forth inparagraphs 1through 25 above, as though fully set forth herein.

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27. The 1978 Agreement is a valid,enforceable contractbetween Jones d/b/a

QJP and MJJ (as successor-in-interest to The Jackson Five, Inc.), which provides the

following:

(a). Paragraph 2 states, in pertinent part:

"Weshall provide thatEPIC [Sony] shall nothave anyotherperson re-mix or re-edit any Masters produced byyou [Jones]hereunder without first providing you [Jones] with a reasonableopportunity to perform such re-mixing and/or re-editing as EPIC[Sony] shall require."

(b). Additionally, subparagraph 4(a)(iii) states:

"Theroyalties payable to you[Jones] hereunder shall otherwise becalculated, prorated and reduced [] in the samemanner as theroyalties payable to Artist with respect to such sales aresoprorated, calculated and reduced. We shall provide you[Jones] withthe applicable provisions of the Recording Agreement regardingthese matters. Notwithstanding theforgoing, if any Masterhereunder is embodied on a single with other master recordings(which coupling shall require your [Jones'] prior written consent),you [Jones] shall receive theotherwise applicable royalty ratehereunder, whichshall not be reduced by such other masterrecordings."

(c). Thirdly,paragraph 8 provides:

"We shallcause EPIC [Sony] to insure that you [Jones] receiveappropriate production crediton record labels, album jacketsandliner notes andin all advertising, including trade advertising,billboards, television and print media..."

28. Jones has performed allorsubstantially all ofhis contractual obligations

under the 1978 Agreement, orwas prevented orexcused therefrom by the actions of

Defendants.

29. MJJ has breached the 1978 Agreement inconnection with the Film, the

Film Soundtrack Album, the Immortal Production, the Immortal Soundtrack Album, the

One Production, the Sony-Jackson Venture Agreement and the Sony-Film Agreement, as

follows:

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This Is It

30. Jones is informed and believes, and based thereon alleges, that the

following Masters from the OTW Album, which were subject to the terms ofparagraph 2of the 1978 Agreement, were re-edited and re-mixed, and, as subsequently modified, areembodied in the Film and/or the Film Soundtrack Album (the "OTW Film Masters"): (a)"Don't Stop TilYou Get Enough;" and (b) "She's Out OfMy Life."


following Masters from the Thriller Album, which were subject to the terms ofparagraph2of the 1978 Agreement, were re-edited and re-mixed, and, as subsequently modified,

are embodied in the Film and/or the Film Soundtrack Album (the "Thriller Film

Masters"): (a) "Wanna Be Startin' Somethin';" (b) "Thriller;" (c) "Beat It;" and (d)"Billie Jean."

32. Jones is informed and believes, and based thereon alleges, that the OTW

Film Master entitled "Don't Stop 'Til You Get Enough" was re-mixed and re-edited for

the Film and/or the Film Soundtrack Album by: (a) sampling and combining this OTW

Film Master as part ofthe master recording entitled "Shake Your Body (Down To The

Ground);" (b) removing the vocal tracks and performing this OTW Film Master as an

instrumental work mixed with backing vocalists singing the chorus; and (c) other

alterations thatwill beproven at trial.

33. Jones is informed and believes, and based thereon alleges, that the Thriller

Film Master entitled "Wanna Be Startin' Something" was re-mixed and/or re-edited for

the Film and/or the Film Soundtrack Album by: (a) editing out the third verse; (b)

making anew recording ofthe first verse; (c) adding new lyrics from adifferent song byJackson in atransposed key; (d) removing the vocal tracks and adding live vocals; and

(e)other alterations thatwill beproven at trial.


Film Master entitled "Thriller" was re-mixed and/or re-edited for the Film and/or the

Film Soundtrack Album by: (a) embodying samples from other master recordings; (b)

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removing the intro from the Master; (c) removing one or more of the Vincent Price rap

verses; (d) removing the vocal tracks and adding dubbed vocals; and (e) other alterations

that will be proven at trial.


Film Master entitled "Beat It" was re-mixed and/or re-edited for the Film and/or the Film

Soundtrack Album by: (a) editing out various parts of the Master, including, without

limitation, the second verse; (b) removing the vocal tracks and adding live vocals; and (c)other alterations thatwill beproven at trial.


Film Master entitled "Billie Jean" was re-mixed and/or re-edited for the Film and/or the

Film Soundtrack Album by: (a) removing the vocal tracks and adding both dubbed

vocals from other demo versions ofthis Master and live vocals; and (b) other alterations

that will be proven at trial.

37. Jones isinformed and believes, and based thereon alleges, that the Thriller

Film Master entitled "Smooth Criminal" was re-mixed and/or re-edited for the Film

and/or the Film Soundtrack Album by: (a) editing out the first and third verse; (b)

making anew recording ofthe first verse; (c) adding new lyrics from adifferent song by

Jackson in a transposed key; and (d) other alterations that will be proven at trial.

38. MJJ materially breached its obligations under the 1978 Agreement by

permitting each of the OTW Film Masters and Thriller Film Masters to bere-mixed

and/or re-edited by third parties for commercial release and exploitation in connection

with the Film without first providing areasonable opportunity to Jones to perform suchre-mixes and/or re-edits.


permitting each of the OTW Film Masters and Thriller Film Masters to be re-mixed


with the Film Soundtrack Album without first providing areasonable opportunity toJones to perform such re-mixes and/or re-edits.

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40. Jones is informed and believes, and based thereon alleges, that MJJ

materially breached the 1978 Agreement by failing to accord Jones producer credit as

required pursuant to the 1978 Agreement for each ofthe OTW Film Masters and Thriller

Film Masters inconnection with the exploitation ofthe Film.


materially breached the 1978 Agreement by failing to account and pay to Jones all

royalties otherwise payable under the 1978 Agreement for each ofthe OTW Film

Masters and Thriller FilmMasters in connection with the Film.



royalties otherwise payable under the 1978 Agreement for each of the OTW Film

Masters and Thriller Film Masters inconnection with the Film Soundtrack Album.

Michael Jackson: The Immortal World Tour

43. The following Masters from the OTW Album, which were subject to the

terms ofparagraph 2ofthe 1978 Agreement, were re-edited and re-mixed, and, as

subsequently modified, are embodied in the Immortal Production and/or the Immortal

Soundtrack Album (the "OTW Immortal Masters"): (a) "Get On The Floor;" (b) "Rock

With You;" (c) "Bum The Disco Out;" (d) "Workin' Day and Night;" and (e) "Don't

Stop 'Til You Get Enough."

44. The following Masters from the Thriller Album, which were subject to the

terms ofparagraph 2ofthe 1978 Agreement, were re-edited and re-mixed, and, as

subsequently modified, are embodied in the Immortal Production and/or the Immortal

Soundtrack Album (the "Thriller Immortal Masters"): (a) "P.Y.T. (Pretty Young

Thing)";" (b) "Baby Be Mine;" (c) "Wanna Be Startin' Somethin';" (d) "Human

Nature;" (e) "Thriller;" (f) "Beat It;" and (g) "Billie Jean."

45. Jones is informed and believes, and based thereon alleges, that each ofthe

OTW Immortal Masters and Thriller Immortal Masters was re-mixed and/or re-edited to

create new pre-recorded music to accompany the Immortal Production (most ofwhich

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are also embodied in the Immortal Soundtrack Album) by, among other things: (a)overlaying multiple songs together and editing them in away as to connect them for

medley sequences; (b) changing tempo; (c) changing pitch; (d) adding or removing

verses; (e) adding additional musical elements; and (f) other alterations that will be

proven at trial. The OTW Immortal Masters and Thriller Immortal Masters were re-

edited and/or re-mixed without Jones' consent.

46. MJJ commercially released each ofthe OTW Immortal Masters and

Thriller Immortal Masters embodied on the Immortal Soundtrack Album as asingle,

available for purchase as asingle through various digital distribution retailers, including,without limitation, Apple iTunes.

47. Notwithstanding the terms ofsubparagraph 4(a)(iii) ofthe 1978

Agreement, MJJ commercially released as a single the Thriller Immortal Master entitled

"Human Nature" coupled with the master recording entitled "Speechless." MJJ never

asked for nor obtained the prior written consent ofJones for the coupling ofthe "Human

Nature" Thriller Immortal Master with the master recording entitled "Speechless."

Additionally, notwithstanding the terms of subparagraph 4(a)(iii) of the 1978 Agreement,

Jones' royalty rate for such Thriller Immortal Master was reduced by the coupling withtheother master recording.


Agreement, MJJ commercially released as a single the Thriller Immortal Master entitled

Beat It" coupled with the master recording entitled "State ofShock" and the Bad

Immortal Master entitled "Bad." MJJ never asked for nor obtained the prior written

consent ofJones for the coupling ofthe "Beat It" Thriller Immortal Master with either

the master recording entitled "State ofShock" orthe Bad Immortal Master entitled

"Bad." Additionally, notwithstanding the terms ofsubparagraph 4(a)(iii) of the 1978

Agreement, Jones' royalty rate for such Thriller Immortal Master was reduced by thecoupling with the other master recordings.

///

12

COMPLAINT

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I Is IUJ S w x»- 5 a a

Qoiol-_S3

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Agreement, MJJ commercially released the master recording entitled "Immortal

Megamix" as asingle, which coupled various master recordings together, including,

without limitation, the OTW Immortal Master entitled "Don't Stop 'Til You Get

Enough" and the Thriller Immortal Master entitled "Billie Jean." MJJ never asked for

nor obtained the prior written consent of Jones for the coupling ofeither the "Don't Stop

Til You Get Enough" OTW Immortal Master or the "Billie Jean" Thriller Immortal

Master as part of the master recording entitled "Immortal Megamix." Additionally,

notwithstanding the terms ofsubparagraph 4(a)(iii) ofthe 1978 Agreement, Jones'

royalty rates for both such OTW Immortal Master and Thriller Immortal Master were

reduced by the coupling with the other master recording.


permitting the OTW Immortal Masters and the Thriller Immortal Masters to bere-mixed


with the Immortal Production without first providing areasonable opportunity to Jones to

perform such re-mixes and/or re-edits.


permitting the OTW Immortal Masters and the Thriller Masters to be coupled with other

master recordings aspart ofcommercially released singles.


reducing Jones' royalties on Masters coupled with other master recordings.



required pursuant to the 1978 Agreement for each ofthe OTW Immortal Masters and

Thriller Immortal Masters in connection with the exploitation ofthe Immortal

Production.



13

COMPLAINT

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_£ $?3

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royalties otherwise payable under the 1978 Agreement for each ofthe OTW Immortal

Masters and Thriller Immortal Masters in connection with the Immortal Production.



royalties otherwise payable under the 1978 Agreement for each ofthe OTW Immortal

Masters and Thriller Immortal Masters in connection with the Immortal Soundtrack

Album.

Michael Jackson: One

56. The following OTW Masters, which were subject to paragraph 2ofthe

1978 Agreement, were re-edited and re-mixed, and, as subsequently modified, are

embodied in the One Production (the "OTW One Masters"): (a) "Workin' Day andNight;" and (b) "Don't Stop 'Til You Get Enough."

57. The following Thriller Masters, which were subject to paragraph 2of the

1978 Agreement, were re-edited and re-mixed, and, as subsequently modified, are

embodied in the One Production (the "Thriller One Masters"): (a) "Beat It;" (b) "Human

Nature;" (c) "Wanna Be Startin' Somethin';" (d) "Billie Jean;" and (e) "Thriller."


permitting each ofthe OTW One Masters and Thriller One Masters to be re-mixed

and/or re-edited by third parties for commercial exploitation in connection with the One

Production without first providing areasonable opportunity to Jones to perform such remixes and/or re-edits.



required pursuant to the 1978 Agreement for each ofthe OTW One Masters and Thriller

One Masters in connection with the exploitation ofthe One Production.



royalties otherwise payable under the 1978 Agreement for each ofthe OTW One Masters

14

COMPLAINT

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and Thriller One Masters in connection with the One Production.

Clandestine Agreements

61. Jones is informed and believes, and based thereon alleges, that MJJ hasmaterially breached the 1978 Agreement and violated the covenant ofgood faith and fairdealing implied in all contracts by means ofthe Sony-Jackson Venture Agreement.Specifically, through the Sony-Jackson Venture Agreement, Jones is informed and

believes, and based thereon alleges, that MJJ disguised "royalties" as "profits," anddiverted the Disguised Royalties to itself, which Disguised Royalties should have been

included in the pool of revenues upon which Jones' royalties under the 1978 Agreementwere based. Jones is informed and believes, and based thereon alleges, that MJJ diverted

such Disguised Royalties for its own gain, for the purpose ofreducing the computationofroyalties payable to Jones under the 1978 Agreement.

62. Jones is informed and believes, and based thereon alleges, that MJJ has

materially breached the 1978 Agreement and violated the covenant ofgood faith and fair

dealing implied in all contracts by means of the Sony-Film Agreement. Jones is

informed and believes, and based thereon alleges, that MJJ is athird party beneficiary ofthe Sony-Film Agreement. Specifically, through the Sony-Film Agreement Jones is

informed and believes, and based thereon alleges, that MJJ caused Sony to divert theAdditional Fees to MJJ, which Additional Fees should have been included in the pool ofrevenues upon which Jones' royalties under the 1978 Agreement were based. Jones is

informed and believes, and based thereon alleges, that MJJ caused Sony to divert theAdditional Fees for MJJ's own gain, for the purpose ofreducing the computation ofroyalties payable to Jones under the 1978 Agreement.

63. As adirect and proximate result of all of the foregoing, Jones has been

damaged in an amount that is not as yet fully ascertained, but which Jones believes

exceeds $10,000,000, according to proofat trial, including, without limitation, for thefollowing:

15

COMPLAINT

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5£S5(D > ui J

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(a) All ofthe unpaid royalties towhich Jones isentitled under the

1978 Agreement from the exploitation ofthe OTW Film Masters and Thriller

Film Masters in the Film and/or the Film Soundtrack Album, without deduction

ofany kind, including, without limitation, for re-mixers or for coupled master

recordings, and including, without limitation, Jones' share ofthe Disguised

Royalties under the Sony-Jackson Venture Agreement and the Additional Fees

under theSony-Film Agreement;

(b) Re-mixing Fees that would otherwise have been paid to Jones had

Jones been engaged to re-edit and/or re-mix the OTW Film Masters and Thriller

Film Masters as required under the 1978 Agreement;

(c) Loss of the value ofcredit Jones would have received had Jones

re-edited and/or re-mixed the OTW Film Masters and Thriller Film Masters in the

Film;

(d) Allof the unpaid royalties Jones is entided under the 1978

Agreement from the exploitation ofthe OTW Immortal Masters and Thriller

Immortal Masters in the Immortal Production and/or the Immortal Soundtrack

Album, without deduction ofany kind, including, without limitation, for re-

mixers or for coupled master recordings, and including, without limitation, Jones'

share of the Disguised Royalties under the Sony-Jackson Venture Agreement;

(e) Re-mixing Fees that would otherwise have been paid to Jones had

Jones been engaged to re-edit and/or re-mix the OTW Immortal Masters and

Thriller Immortal Masters as required under the 1978 Agreement;

(f) Loss ofthe value ofcredit Jones would have received had Jones

re-edited and/or re-mixed the OTW Immortal Masters and Thriller Immortal

Masters;

(g) All of the unpaid royalties Jones is entided under 1978 Agreement

from the exploitation ofthe OTW One Masters and Thriller One Masters in the

One Production, without deduction ofany kind, including, without limitation, for

16

COMPLAINT

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re-mixers or for coupled master recordings, and including, without limitation,Jones' share of the Disguised Royalties under the Sony-Jackson VentureAgreement;

(h) Re-mixing Fees that would otherwise have been paid to Jones had

Jones been engaged to re-edit and/or re-mix the OTW One Masters and Thriller

One Masters as required under the 1978 Agreement; and

(i) Loss ofthe value ofcredit Jones would have received had Jones

re-edited and/or re-mixed the OTW One Masters and Thriller One Masters.

SECOND CAUSE OF ACTION

(Breach ofWritten Contract as ofDecember 1,1985

Against MJJ and Does 1-25)

64. Jones repeats and realleges, and incorporates herein by reference, the

allegations set forth in paragraphs 1through 25 above, as though fully set forth herein.

65. The 1985 Agreement isa valid, enforceable contract between Jones d/b/a

QJP and MJJ, which provides the following:

(a). Subparagraph 2(a) states in pertinent part:

"We [MJJ] shall not and shall not permit CBS to have any personother than you [Jones] re-mix or re-edit any Masters produced byyou [Jones] hereunder without first providing you [Jones] with areasonable opportunity to perform such re-mixing and/or re-editingas we [MJJ] or CBS shall require. In connection with your [Jones]rights as set forth in the immediately preceding sentence (and as ameans ofeffectuating your such rights), we [MJJ] shall requireCBS Records (hereinafter referred to as "CBS") to comply with therelevant provisions ofthe recording agreement between CBS andus [MJJ] regarding the recording services ofArtist (the "RecordingAgreement"), which provisions grant us [MJJ] the aforesaid right."(b). Additionally, subparagraph 4(a)(iii) states the following:"The royalties payable to you [Jones] hereunder shall otherwise becalculated, pro-rated and reduced [] inthe same manner astheroyalties payable to Artist with respect to such sales are so prorated, calculated and reduced. We [MJJ] shall provide you [Jones]with the applicable provisions ofthe Recording Agreementregarding these matters.... Notwithstanding the forgoing, ifanyMaster hereunder isembodied on a single with other master

17

COMPLAINT

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2 2 « HLU > w XP 5 § Si

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recordings (which coupling shall require your [Jones'] priorwritten consent), you [Jones] shall receive the otherwise applicableroyalty rate hereunder, which shall not be reduced by such othermaster recordings; provided, however, that ifCBS shall couplemaster recordings without your [Jones'] consent as provided in theforgoing portion ofthis sentence, such coupling shall not constituteabreach hereof (and you [Jones] shall in any event receive your[Jones'] applicable royalty thereon as set forth herein)."

(c). Thirdly, paragraph 8 provides:

"We [MJJ] shall require CBS to comply with the provisions oftheRecording Agreement relating to credit to be accorded toproducers such that you [Jones] receive appropriate production []credit on record labels, album jackets and liner notes, cassettepackaging and in all advertising, billboards, print media, and (onlyto the same extent, ifany, as you [Jones] received credit intelevision advertising, ifany, for the album entitled "Thriller")television advertising ..."

66. Jones has performed all or substantially all ofhis contractual obligationsunder the 1985 Agreement, or was prevented or excused therefrom by the actions ofDefendants.

67. MJJ has breached the 1985 Agreement in connection with the Film, the

Film Soundtrack Album, the Bad 25 Album, the Bad 25 Single, the Immortal Production,the Immortal Soundtrack Album, the One Production, the Sony-Jackson Venture

Agreement and the Sony-Film Agreement as follows:

This Is It


following Masters from the Bad Album, which were subject to the terms ofsubparagraph2(a) of the 1985 Agreement, were re-edited and re-mixed, and, as subsequently modified,are embodied in the Film and/or the Film Soundtrack Album (the "Bad Film Masters"):(a) "Smooth Criminal;" (b) "The Way You Make Me Feel;" (c) "I Just Can't StopLoving You;" and (d) "Man in TheMirror."

69. Jones is informed and believes, and based thereon alleges, that the Bad

Film Master entitled "The Way You Make Me Feel" was re-mixed and/or re-edited for

the Film and/or the Film Soundtrack Album by: (a) slowing down the introduction; (b)

18

COMPLAINT

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moving the first verse to be performed after the intra; (c) removing the second verse; (d)adding new and lower pitched vocals; (e) adding new sound elements; and (f) otheralterations that will beproven at trial.


Film Master entitled "I Just Can't Stop Loving You" was re-mixed and/or re-edited for

the Film and/or the Film Soundtrack Album by: (a) containing an acappella portion ofthe Spanish version "Todo Mi Amor Eres Tu;" (b) including vocals from Judith Hill, abackup vocalist; and (c) other alterations that will be proven at trial.


Film Master entitled "Man In The Mirror" was re-mixed and/or re-edited for the Film

and/or the Film Soundtrack Album by: (a) displaying astripped down version with

dubbed vocals (i.e., newly recorded backing vocals); and (b) other alterations that will beproven at trial.


permitting each ofthe Bad Film Masters to be re-mixed and/or re-edited by third parties

for commercial release and exploitation in connection with the Film without first

providing areasonable opportunity to Jones to perform such re-mixes and/or re-edits.


permitting each of the Bad Film Masters to be re-mixed and/or re-edited by third partiesfor commercial release and exploitation in connection with the Film Soundtrack Album

without first providing areasonable opportunity to Jones to perform such re-mixes and/orre-edits.



required pursuant to the 1985 Agreement for each ofthe Bad Film Masters in connectionwith the exploitationof the Film.



. 19

COMPLAINT

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royalties and "Net Receipts" otherwise payable under the 1985 Agreement for each ofthe Bad Film Masters in connection with the Film.

76. Jones is informed and believes, and based thereon alleges, that MJJmaterially breached the 1985 Agreement by failing to account and pay to Jones all

royalties and "Net Receipts" otherwise payable under the 1985 Agreement for each of

the Bad Film Masters in connection with the Film Soundtrack Album.

Bad 25 Album

77. On or about September 14,2012, MJJ commercially released the album

entitled "Bad (25th Anniversary Edition)" (the "Bad 25 Album"), which album wasdistributed worldwide by Sony.

78. The Bad 25 Album was sold in various packaging, but each had at least

one set ofthe original Masters from the Bad Album and one set of"Bonus Materials."

Included in the "Bonus Materials" of the Bad 25 Album are the following master

recordings (the "Bad 25 Masters"): (a) "Todo Mi Amor Eres Tu" (a Spanish re-mix of

the Master entitled "IJust Can't Stop Loving You"); (b) "Je Ne Vuex Pas La Fin De

Nous" (a French re-mix ofthe Master entitled "I Just Can't Stop Loving You"); (c) 2

different re-mixes of the Master entitled "Bad" (one by the producer Afrojack featuring

Pitbull entitled "Bad [Afrojack Re-mix/DJ Buddha Edit]" and one by the producer

Afrojack entitled "Bad [Afrojack Club Mix]"); and (d) are-mix by the producer Nero oftheMaster entitled "Speed Demon."

79. The Bad 25 Master entitled "Bad featuring Pitbull [Afrojack Re-mix (DJ

Buddha Edit)]" was commercially released on or about August 4, 2012 as adigital singleprior to the release of the Bad 25 Album.

80. Around the same time ofthe Bad 25 Album's commercial release, MJJ

commercially released as asingle the Bad Master entitled "I Just Can't Stop Loving

You" coupled with the yet unreieased master recording entitled "Don't Be Messin'

Round" (the "Bad 25 Single").


20

COMPLAINT

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permitting each of the Bad 25 Masters to be re-mixed and/or re-edited by third parties forcommercial release and exploitation in connection with the Bad 25 Album without first

providing areasonable opportunity to Jones to perform such re-mixes and/or re-edits.


coupling the Master entitled "I Just Can't Stop Loving You" with the master recording

entided "Don't Be Messin' Round" on the Bad 25 Single, without Jones prior writtenconsent.



required pursuant to the 1985 Agreement for each of the Bad 25 Masters inconnection

with the exploitationof the Bad 25 Album.



royalties otherwise payable under the 1985 Agreement foreachof theBad 25 Masters in

connection with the Bad 25 Album.



royalties otherwise payable under the 1985 Agreement for the applicable Bad 25 Master

inconnection with the Bad 25 Single.

Michael Jackson: The Immortal World Tour

86. The following Masters from the Bad Album, which were subject to the

terms of subparagraph 2(a) ofthe 1985 Agreement, were re-edited and re-mixed, and, as

subsequently modified, are embodied inthe Immortal Production and/or the Immortal

Soundtrack Album (the "Bad Immortal Masters"): (a) "Dirty Diana;" (b) "The Way You

Make Me Feel;" (c) "Smooth Criminal;" (d) "Another Part ofMe;" (e) "Man In The

Mirror;" (f)"Speed Demon;" and (g) "Bad."

87. Jones is informed and believes, and based thereon alleges, that each ofthe

Bad Immortal Masters was re-mixed and/or re-edited to create new pre-recorded music

: 2i

COMPLAINT

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to accompany the Immortal Production (most ofwhich are also embodied in the.

Immortal Soundtrack Album) by, among other things: (a) overlaying multiple songstogether and editing them in away as to connect them for medley sequences; (b)changing tempo; (c) changing pitch; (d) adding or removing verses; (e) adding additionalmusical elements; and (f) other alterations that will be proven at trial. The Bad ImmortalMasters were re-edited and/or re-mixed without Jones' consent.

88. MJJ commercially released each ofthe Bad Immortal Masters embodied

on the Immortal Soundtrack Album as asingle, available for purchase as asingle throughvarious digital distribution retailers, including, without limitation, Apple iTunes.

89. Notwithstanding the terms of subparagraph 4(a)(iii) of the 1985

Agreement, MJJ commercially released the master recording entitled "The Immortal

Intro" as asingle, which coupled various master recordings together, including, withoutlimitation, the Bad Immortal Masters entitled "Bad," "Smooth Criminal," "Another Part

of Me" and "The Way You Make Me Feel." MJJ never asked for nor obtained the prior

written consent ofJones for the coupling any of these Bad Immortal Masters as part of

the master recording entitled "The Immortal Intro." Additionally, notwithstanding theterms ofsubparagraph 4(a)(iii) of the 1985 Agreement, Jones' royalty rate for such Bad

Masters were reduced by the coupling with the other master recording.


Agreement, MJJ commercially released the master recording entitled "The Mime

Segment" as asingle, which coupled various master recordings together, including,without limitation, the Bad Immortal Master entitled "Another Part ofMe" and the Bad

Immortal Master entitled "Speed Demon." MJJ never asked for nor obtained the priorwritten consent ofJones for the coupling ofeither these Bad Immortal Masters as part ofthe master recording entided "Mime Segment." Additionally, notwithstanding the termsofsubparagraph 4(a)(iii) ofthe 1985 Agreement, Jones' royalty rate for such Bad

Masters were reduced by the coupling with the other master recording.


. 22

COMPLAINT

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Agreement, MJJ commercially released as asingle the Bad Immortal Master entitled "IJust Can't Stop Loving You" coupled with the master recording entitled "You Are NotAlone." MJJ never asked for nor obtained the prior written consent ofJones for thecoupling of the "I Just Can't Stop Loving You" Bad Immortal Master with the master

recording entitled "You Are Not Alone." Additionally, notwithstanding the terms ofsubparagraph 4(a)(iii) ofthe 1985 Agreement, Jones' royalty rate for such Bad Masterwas reduced by the coupling with the other master recording.


Agreement, MJJ commercially released as asingle the Bad Immortal Master entitled

"Bad" coupled with the master recording entitled "State ofShock" and the Thriller

Immortal Master entitled "Beat It." MJJ never asked for nor obtained the prior writtenconsent ofJones for the coupling ofthe "Bad" Bad Immortal Master with either the

master recording entitled "State ofShock" or the Thriller Immortal Master entitled "Beat

It." Additionally, notwithstanding the terms ofsubparagraph 4(a)(iii) of the 1985

Agreement, Jones' royalty rate for such Bad Master was reduced by the coupling withthe other master recordings.


Agreement, MJJ commercially released as asingle the Bad Immortal Master entitled

"Bad" coupled with the master recording entitled "Remember The Time." MJJ never

asked for nor obtained the prior written consent ofJones for the coupling ofthe "Bad"Bad Immortal Master with the master recording entitled "Remember The Time."

Additionally, notwithstanding the terms of subparagraph 4(a)(iii) of the 1985 Agreement,Jones' royalty rate for such Bad Master was reduced by the coupling with the othermaster recording.

94. MJJ materially breached its obligations under the 1985 Agreement bypermitting the Bad Immortal Masters to be re-mixed and/or re-edited by third parties forcommercial release and exploitation in connection with the Immortal Production without///

23

COMPLAINT

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first providing areasonable opportunity to Jones to perform such re-mixes and/or re-edits.

95. MJJ materially breached its obligations under the 1985 Agreement bypermitting the Bad Immortal Masters to be re-mixed and/or re-edited by third parties forcommercial release and exploitation in connection with the Immortal Soundtrack Album

without first providing areasonable opportunity to Jones to perform such re-mixes and/orre-edits.

96. MJJ materially breached its obligations under the 1985 Agreement bypermitting the Bad Immortal Masters to be coupled with other master recordings as partofcommercially released singles.

97. MJJ materially breached its obligations under the 1978 Agreement byreducing Jones' royalties on Masters coupled with other master recordings.



required pursuant to the 1985 Agreement for each ofthe Bad Immortal Masters in

connection with theexploitation of the Immortal Production.




the Bad Immortal Masters in connection with the Immortal Production.




the Bad Immortal Masters in connection with the Immortal Soundtrack Album.

Michael Jackson: One

101. The following Bad Masters, which were subject to subparagraph 2(a) ofthe 1985 Agreement, were re-edited and re-mixed, and, as subsequently modified, areembodied in the One Production (the "Bad One Masters"): (a) "Bad;" (b) "Smooth

. . 24

COMPLAINT

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Criminal;" (c) "Dirty Diana;" (d) "The Way You Make Me Feel;" (e) "I Just Can't StopLoving You; and (f)"Man In the Mirror."

102. Jones is informed and believes, and based thereon alleges, that at least twoof the Bad One Masters, "Bad" and "Smooth Criminal," were used in so-called "Sneak

Peek" videos commercially released over the Internet to promote the One Production.


permitting each ofthe Bad One Masters to be re-mixed and/or re-edited by third partiesfor commercial release and exploitation in connection with the One Production without

first providing areasonable opportunity to Jones to perform such re-mixes and/or re-edits.



required pursuant to the 1985 Agreement for each ofthe Bad One Masters in connection

with.theexploitationof the One Production.




the Bad One Masters in connection with the One Production, including, without

limitation, for the Bad One Masters used inthe "Sneak Peak" videos for the One

Production.

Clandestine Agreements


materially breached the 1985 Agreement and violated the covenant ofgood faith and fair

dealing implied in all contracts by means of the Sony-Jackson Venture Agreement.

Specifically, through the Sony-Jackson Venture Agreement, Jones is informed and

believes, and based tiiereon alleges, that MJJ disguised "royalties" as "profits," and

diverted the Disguised Royalties to itself, which Disguised Royalties should have been

included in the pool ofrevenues upon which Jones' royalties (and "Net Receipts" under

_ 25

COMPLAINT

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the 1985 Agreement) were based. Jones is informed and believes, and based thereonalleges, that MJJ diverted such Disguised Royalties for its own gain, for the purpose ofreducing the computation of royalties and "Net Receipts" otherwise payable to Jonesunder the 1985 Agreement.


materially breached the 1985 Agreement and violated the covenant of good faith and fairdealing implied in all contracts by means of the Sony-Film Agreement. Jones is

informed and believes, and based thereon alleges, that MJJ is athird party beneficiary ofthe Sony-Film Agreement. Specifically, through the Sony-Film Agreement Jones is

informed and believes, and based thereon alleges, that MJJ caused Sony to divert the

Additional Fees to MJJ, which Additional Fees should have been included in the pool of

revenues upon which Jones' royalties under the 1985 Agreement were based. Jones is

informed and believes, and based thereon alleges, that MJJ caused Sony to divert the

Additional Fees for MJJ's own gain, for the purpose ofreducing the computation of

royalties payable to Jones under the 1985 Agreement.

108. As adirect and proximate result ofall ofthe foregoing, Jones has been

damaged in an amount that isnot as yet fully ascertained, but which Jones believes

exceeds $10,000,000, according to proofat trial, including, without limitation, for thefollowing:

(a) All ofthe unpaid royalties and unpaid "Net Receipts" Jones is

entitled under the 1985 Agreement from the exploitation ofthe Bad Film Masters

in the Film and/or the Film Soundtrack Album, without deduction ofany kind,

including, without limitation, for re-mixers or for coupled master recordings, and

including, without limitation, Jones' share ofthe Disguised Royalties under the

Sony-Jackson Venture Agreement and the Additional Fees under the Sony-FilmAgreement;

(b) Re-mixing Fees that would otherwise have been paid to Jones had

Jones been engaged to re-edit and/or re-mix the Bad Film Masters as required

26

COMPLAINT

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under the 1985 Agreement;

(c) Loss ofthe value ofcredit Jones would have received had Jones

re-edited and/or re-mixed the Bad Film Masters in the Film;

(d) All of the unpaid royalties Jones isentided under the 1985

Agreement from the exploitation ofthe Bad 25 Masters in the Bad 25 Album

and/or the Bad 25 Single, without deduction ofany kind, including, without

limitation, for re-mixers or for coupled master recordings, and including, without

limitation, Jones' share ofthe Disguised Royalties under the Sony-JacksonVenture Agreement;

(e) Re-mixing Fees that would otherwise have been paid to Jones had

Jones been engaged to re-edit and/or re-mix the Bad 25 Masters as required under

the 1985 Agreement;

(f) Loss of thevalue of credit Jones would have received had Jones

re-edited and/or re-mixed the Bad 25 Masters;

(g) All ofthe unpaid royalties and unpaid "Net Receipts" to which

Jones is entided under the 1985 Agreement from the exploitation ofthe Bad

Immortal Masters inthe Immortal Production and/or theImmortal Soundtrack

Album, without deduction ofany kind, including, without limitation, for re-

mixers or for coupled master recordings, and including, without limitation, Jones'

share ofthe Disguised Royalties under the Sony-Jackson Venture Agreement;

(h) Re-mixing Fees that would otherwise have been paid to Jones had

Jones been engaged to re-edit and/or re-mix the Bad Immortal Masters as

required under the Agreement;

(i) Loss ofthe value ofcredit Jones would have received had Jones

re-edited and/or re-mixed the Bad Immortal Masters;

(j) Ail ofthe unpaid royalties and unpaid "Net Receipts" to which

Jones is entitled under the 1985 Agreement from the exploitation ofthe Bad One

Masters in the One Production, widiout deduction ofany kind, including, without

27

COMPLAINT

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limitation, for re-mixers or for coupled master recordings, and including, withoutlimitation, Jones' share of the Disguised Royalties under the Sony-JacksonVenture Agreement;

(k) Re-mixing Fees that would otherwise have been paid to Jones hadJones been engaged to re-edit and/or re-mix the Bad One Masters as requiredunder the Agreement; and

(I) Loss ofthe value ofcredit Jones would have received had Jones

re-edited and/or re-mixed the BadOne Masters.

THIRD CAUSE OF ACTION

(For an Accounting against MJJ, Sony and Does 26-50)

109. Jones repeats and realleges paragraphs 1through 109 above, as thoughtheywerefully set forth herein.

110. Jones is informed and believes, and based thereon alleges, that MJJ, Sonyand/or their other entities or assigns have and are continuing to receive substantial

payments from the reproduction, use or other exploitation ofthe Masters embodied in the

Film, the Film Soundtrack Album, the Bad 25 Album, the Bad 25 Single, the ImmortalProduction, the Immortal Soundtrack Album and the One Production.

111. Jones does not precisely know how much money has been earned by MJJ,Sony or their other entities and assigns through the improper use of the Masters and

through the failure to account properly to Jones for all of the royalties and "Net Receipts"(as defined in subparagraph 12[a][ii] of the 1985 Agreement) owed to Jones pursuant tothe Agreements, nor has he seen all of the agreements that may affect the amount of suchroyalties and "Net Receipts."

112. Additionally, Jones does not precisely know how much money has beenearned by MJJ, Sony or their other entities and assigns from the exploitation of the Film,the Film Soundtrack Album, the Bad 25 Album, the Bad 25 Single, the ImmortalProduction, the Immortal Soundtrack Album and the One Production in order to

calculate the amount of the Re-Mixing Fees that Jones should have been paid in, 28

COMPLAINT

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connection therewith, since the Re-Mixing Fees would have been inclusive ofaso-called"backend," consisting ofapercentage of the receipts derived from the exploitation of theaudio and/or audio-visual works embodying such re-edited and/or re-mixed Masters.

113. Jones is informed and believes and based thereon alleges, that the

Clandestine Agreements were put into place surreptitiously to reduce the royalties andthe "Net Receipts" (as defined in subparagraph 12[a][ii] of the 1985 Agreement) payableto Jones under the Agreements. An accounting is necessary in order to determine the

exact amount ofall monies, revenues, profits and property and the proceeds thereof

received by Defendants and owed to and owned by Jones by reason of the foregoing actsin breach ofsaid Defendants' contractual, equitable and other obligations.

114. Because MJJ has materially breached the Agreements by not providing

any information to Jones as to any agreements (other than the Agreements) related to the

Masters (including, without limitation, the Clandestine Agreements), and in view of

MJJ's actions in appropriating for itself to the detriment ofJones, Jones is entitled to a

full, and complete accounting from MJJ (and any MJJ affiliates or related entities) as to

all monies received from the Film, the Film Soundtrack Album, the Bad 25 Album, the

Bad 25 Single, the Immortal Production, the Immortal Soundtrack Album and the One

Production, and copies ofall agreements entered into that relate to any of this income.

115. Because Jones is athird party beneficiary of the Recording Agreements,

as evident by, without limitation, Sony agreeing and partially performing the Producer

Terms with respect to Jones, Jones is entitled to afull and complete accounting fromSony as to all monies received from the Film, the Film Soundtrack Album, the Bad 25

Album, the Bad 25 Single, the Immortal Production, the Immortal Soundtrack Album

and the One Production, and copies ofall agreements entered into that relate to any ofthis income.

///

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29

COMPLAINT

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PRAYER

WHEREFORE, Plaintiffprays for Judgment against Defendants, and each ofthem,as follows:

On The First Cause of Action For Breach of Written Contract dated as «f

November 1.1978 against MJJ and Does LIS-

1. For damages according to proof but, in any event, in the amount ofat least $10million;

On The Second Cause of Action For Breach of Written Contract dated as „f

December 1.1985 against MJJ and Does 1-25.

1. For damages according to proofbut, in any event, in the amount ofat least $10million;

OnThe Third Cause ofAction For An Accounting against MJJ.Sony and Does 26-

50:

1. For afull and complete accounting by Defendants ofall sums ofmoney and

revenue which Defendants received in connection with the reproduction, use or

other exploitation ofthe Masters, including, without limitation, from the

exploitation ofthe Film, the Film Soundtrack Album, the Bad 25 Album, the Bad

25 Single, the Immortal Production, the Immortal Soundtrack Album orthe One

Production, and what wasdone withsuchrevenue.

2. For copies ofall agreements entered into by any ofthe Defendants that relate to

the reproduction, use or other exploitation of the Masters, including, without

limitation, in connection with the Film, the Film Soundtrack Album, the Bad 25

Album, the Bad 25 Single, the Immortal Production, the Immortal Soundtrack

Album orthe One Production, and what was done with such revenue.

On All Causes of Action:

1. For such fees and costs incurred herein as permitted by law;///

///

30

COMPLAINT

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2. For prejudgment interest at the legal rate; and

3. For such other and further relief as the Court deems just and proper.DATED: October25,2013 GRADSTEIN & MARZANO, P.C.

HENRY GRADSTEINMARYANN R. MARZANC

By:

31

COMPLAINT

afiry GradsteinAttorneysfor Plaintiff QUINCYJONES

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DEMAND FOR JTTRY TRIAL

Plaintiff QUINCY JONES, individually and d/b/a QUINCY JONES

PRODUCTIONS, demands atrial by jury of the claims for relief alleged in thisComplaint.

Dated: October 25,2013 GRADSTEIN & MARZANO, P.C.HENRY GRADSTEINMARYANN R. MARZANO

32

COMPLAINT

lenry GradfstetnAttorneysfor Plaintiff QUINCYJONES

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THE JACKSON FIVE, .INC. * ' *6255 Sunset Boulevard ' . ' .

SixitW 1023 /. '*'Los Angelesv California. 90028;

As -of .November 1, 1ST78

Mr. Quiney Jones;d/b/a Qaiiney dories Productionsc/6 A & M Records1416 North La Brea AvenueHollywood, California 50028

Pear Mr. Jones:

Ws will confiria your arid our understanding withre«pect.jo your prod^cirig for us master recordings embodyingthe performances of Michael Jasxison (hereinafter referred toas the •Artist"} as followst

... ** ¥°a sfeall produce for us master recordings ofmusical sfelectipns-eittbodîhg the performances- of•Artist ""(hereinafter sometimes ihdividjiaily referred to -as a•Master* and sometimes collectively referred: to to as.•Masters*) sufficient to constitute one twelve (12) inch33^1/3 rpm long playing phonograph record, (hereinafter the

LP ). The time and place of recording such Masters,^f;"?—eW'on.^ficottpo^tioins to ^/'embodied' thereon, andall individoais rendering services in connection with therecording of the Masters shall be mutually agreed upon bvyou and Artist. ' *•'

.. 2;v Vo/U' shall receive' in respfect of your produe-tion services hereunder the ;nohvret^^nable sum of

payable one-half (1/21upon commencement of the recording sessions for the Mastershereunder (receipt of which is hereby acknowledged) andone^half (1/2) upon your delivery o* th* LP and acceptance«£«*l_f ^' —^ BeeordSr liie% (êremiafter referred to as

EPIC ) as^to be satisfactory in accordance with the termsand provisions of the recording agreement between EPIC andus .regarding the recording services of Artist (hereinafterreferred to as; .the ^Recording agreement"). Said sum shallbe one-half (1/2) recoupable and one-half (1/2) hori-^^"P3^^ We *M»a!l provide that EPIC shall hot have anyOther person re-mix or re-edit any Masters^'produced by youhereunder without first providing you with a reasonableopportunity to perform such re-mixing arid/or reêditing asEPIC shall require,*

ELL:eg12/11/78*12/18/78 ££.h

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r_^«^4— 3" ;A11 union contract forms and report forms forrecording ~«<°nS hereuftder< »« bills pertaining to such«ithl__ ?<!?* t?°S' a?? a11 Wro11 forffis (including,_irS?nfii"i***10!.' a11 W-4 a«d other withholding tlx forms)Sou !„ ™!rt0 SUCh reCordin* sessions shall be submitted by™,*S< «s.«oon as reasonably possible after eachr___[fM?nrSfl°ând-in accordance with the rules andîî °fuail unlons havin* jurisdiction over payroll££!„?' s° thafc EPIC sh*H °« able to make all payrollpayments without penalty for late payment,

r_™*-- _*_ . (a) We sha11 P*y ** y°u in respect of«2£ X •"bodying Masters hereunder the following royaltiesupon the terms and conditions hereinafter set forth:

««k _ • _, _. (i) with respect to sales of recordsembodying Masters hereunder for which Artist is entitled to* !t fovalty in accordance with the terms and conditions

of the Recording Agreement, a royalty at the rate ofMm_ -.* , _ °f *he su99«sted retail list price from time totime of such records (hereinafter "basic royalty rate") orits wholesale price equivalent based on EPIC's wholesaleprice to its distributors (hereinafter "wholesale royaltyequivalent"), it is specifically agreed that you shallreceive a full royalty in respect of records sold in theunited States and Canada,

. * . (ii) The royalties payable to youhereunder shall be based upon one hundred percent (100%) of*™?a for whica Parent has been received or credited toepic s account? provided, however, in the event and to theextent the Recording Agreement provides for payment toArtist on less than one hundred percent (100%) of net sales,the royalties payable to you hereunder shall be based onsuch other percentage of net sales as Artist is paid.

- . (ill) The royalties payable to youhereunder shall otherwise be calculated, prorated andreduced (with respect to packaging charges, free goods,budget records, etc.) in the same manner as the royaltiespayable to Artist with respect to such sales are so prorated, calculated and reduced. We shall provide you withf?f aPPlicable provisions of the Recording Agreement regard-m_1- u* aiat5ers! Notwithstanding the foregoing, if anyMaster hereunder is embodied on a single with other master™! Z?9S (whifh coupling shall require your prior writtenconsent), you shall receive the otherwise applicable royaltyrate hereunder, which shall not be reduced b? such othermaster recordings.

(b) All royalties payable to you hereunder

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S??1! be PaYable uPor» the recoupment by EPIC, at the com-rnv;^r°yaity rate pay*We t6 v*u hereunder and Artist^r^ninLI e !* ?rovid?d in th* Recording Agreement, of thelarefmiSfi C?StS U2 f*ld tem is defined ln the RecordingAgreementl incurred in connection with the Masters hereunder, retroactive to the first record sold.

nr«Hn-__4- k, (C>« .l!\ the event any of the Masters areaIH. ? w?y_y°U? jointly or separately, with another pro-!??f (™ch 3omt or separate recording shall require yourprior written consent) to whom we or EPIC shall be obligatedto pay a royalty (which royalty shall be subject to yourprior written consent) then, the royalty payable to youhereunder with respect to such Masters shall be reduced byan amount equal to the royalty payable by us or EPIC to suchother producer,- provided, however, it Is Specificallyunderstood and agreed that if you are unable, pursuant toparagraph 2 hereof, to perform re-mixing and/or re-editingof the Masters as EPIC shall require, and we or EPIC arethereby-required to employ another person to render suchservices, our or EPIC'S employment of such other personshall not reduce any monies payable to you hereunder.

5. We agree to cause EPIC to account directly toyou with respect to the payment of royalties set forth inparagraph 4 above.

6. Statements as to royalties payable to youhereunder, together with payment therefor, shall be sent byus to you on or before the 30th day following our receipt ofstatements from EPIC with respect to sales of recordsembodying Masters hereunder. Notwithstanding the foregoing,in the event that EPIC shall account directly to you pursuant to paragraph 5 above, then statements and payments asto royalties payable hereunder shall be sent at such time asis provided for in the Recording Agreement.

7. in the event EPIC does not account directlyto you, we agree that you shall have the right to examineand make extracts of all accounting statements rendered tous xn connectionwith records embodying Masters hereunder,we further agree that in the event We shall conduct an£"32?? Jn °f fUdit °f the books and *'•«>-*». o* EPIC, thenwe shall furnish to you all information gathered by uspursuant to such examination or audit which pertains to themanufacture and sales of records embodying Masters hereunder. Furthermore, if, as a result of such examination orf^fii** sball discover an error resulting in additional£yfiS.!2-or _!*_*? sums becoming payable to us with respectto records embodying Masters hereunder, then you shallreceive a portion of such additional royalties or other sums

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e2"aitt0 V°ur proportionate share of royalties payable bvEPIC in respect of such records. P«*yaoie Dy

-_-_,,-, ?* We shall cause EPIC to insure that youreceive appropriate production credit on record labels,album jackets and liner notes and in ail advertising,nrfiffS- trade advertising, billboards, television andprint media, in a form as follows: "Produced by QuincyJones for Quincy Jones Productions". ••*.-. *

. , ., ?*L You agree that we and our designees shallw??h *k_ ti9htJt? "sf y°ur ftame and likeness in connectionwith the record label, album jacket and liner notes ofrecords embodying the Masters and in connection withadvertising as set forth in paragraph 8 above; provided,however, that no such use shall be in the nature of anendorsement or other commercial exploitation, we shallff2SK-EPIC -1? 9Jve you the rl*ht to approve your likenessand biographical material concerning you. to the same extentas we shall have the right to so approve any likeness andbiographical material of Artist.

10. All notices to be given to either partyhereto and all statements and payments to be submitted orgiven to you hereunder shall be addressed to the appropriateparty at the address set forth on page 1 hereof, or at suchother address as either party shall* from time to time,designate in writing to the other. A courtesy copy of allnotices given to you shall be sent to John E. Mason, Jr.,Esq., Mason and Sloane, 9200 Sunset Boulevard, Suite 505,Los Angeles, California 90069. All notices shall be inwriting and shall be served by registered or certified«*._«_<IetU£? receiPt requested, or telegraph, all chargesprepaid. The date of the signed return receipt or depositin the telegraph office, all charges prepaid, shall b<kdeemed the date of service.

•.*___ -, _B* U& shall use our best efforts to provide inthe Recording Agreement that within seven (?) months (•Determination Period") after the initial release if the LP iiTthe2 SLSFRSj y°w fhfU hawe the option to Produce the next+1 Jk_ * iP I embodyin9 the performances of Artist subjectto the following terms and conditions:

«**.,-. * _. . âJ If any single from the LP released byf^f<i« !:heKt,n!t5d ****** during the Determination Periodthf->_o- bf f SJ^0n °f rtl"**r ^hirty <30> or above onthe pop charts of either Record World. Cashbox or Bill-tfStT'h^r^^^f1 p5?mptiy "otify you m writing and-youSSLhave_5orty-five (45) days from receipt of our writtennotice to exercise your option to produce the Next LP by

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further written notice to usw

.. (bl II you elect to exercise-your richt toproduce the :Next LP, you agree to commence recording within a reasonable time after our receipt of your written

„fltf. r„ w M. T*e commencement of the recording of theNext LP may be postponed for a reasonable period of time bvmutual agreement* *?•••• v*«- vy

.«.- _. >_?* thif foregoirtg correctly reflects your and ourunderstanding with respect to the Subject matter hereof,please so indicate by signing In tie space indicated below^

Very truly yours,

THE JAGKSON FIVE, INC.

GO**#¥ JONES 6^b/alulncy Jones Productions

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MJJ PRODUGTliNS,. __»&,c/o; Ziffreri, Brifetenham & Branca

2049 Century Park EastSuite 2350

_os Angeles^ .£aiifbr_iia

Attn: John &., Branca:, Esq^

;0atedii As ©f December L, 1955Mr. Quiney Jonesd/b/a Quiney Jones Productionsc/o Donald S. Passman, Esq:.Gang, Tyre & Brown6400 Sunset BuildingHollywood; California $0Qi8

Dear Mr. Jones:

This will cpnflrirr your and our ^derstanding. with respectto your prpducino for us master recordings' embodying the perf©romances of Michael Jackson thereinafter referred to'âs the"Artist":) as follows:

, ., .,. ,1- ••^°-_' fhall produce for us; waster reeprdings: cf musicalselections embodying the performances of Artist (hereinaftersometimes individually referred to; as 'a ••Master" and sometimescollectively referred to as •'Masters"! sufficient to constituteone (1) twelve (12) inch 33-1/3 rpm long-playing phonographrecord (hereinafter the '%P"). The time and place of recordingsuch Masters, the selection; of compositions to be embodiedtpereon, all individuals rendering services in. connection withthe recording of the Masters, arid all other creative elements ofthe recording of -the Masters shall be mutually agreed upon by youand Artist; provided, however, that in connection therewith, youand Artist shall be reasonable and shall not frustrate 'the production of the _P in accordance with the provisions hereof.Notwithstanding anything fep the contrary contained herein, it isunderstood and agreed that Artist may -co-produce the Masterscomprising the Lp and. if Artist shall actually co-produce suchMasters^, Artist shall be entitled fefr appropriate co-producer credit in connection with suoh Masters co-produced by Artist "ift- alllocations where such credit is accorded to you ('arid in• s si-ze. and.Prominence to, be mutually determined by you arid Artist, except

-v, tnai; Artistes such credit shall be not less than seventy-five^ percent (75$J of the size of the credit accorded to you.). Unlessu; otherwise advised by you and Artist, the applicable: credit in.... respect of .Masters produced by you hereunder and GO-produced byK, Jrtist shall be in substantially the following form: •'Produced By- Quiney Jones for Quiney Jones Productions (with your logo'V;tn Co-Prpd^ced By Michael Jacksph" (on the lineI Below the credit-. accorded to you)*

u} MJ1218.1 DH;121&85*6)

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-~ •• 2' _. ^ _*aa- an*J:l receive;, In respect of: your productionservices hereunder an advance (the. "Advance"), equal to•_ ' payable promptly after the executionnJvSf: ,ThS Adrnee !faa11 be recpupable from all royaitie.payable to: you hereunder. We shall' not-andshall, not permit CBSto have any person other than Wu ;re-mix .or re4dit anf MasteSproduced by you .hereunder without first :providing you with areasonable opportunity to. perform such re-mixing'and/or re-editpg .as. we pr CBS shall require, in connection with yourK! „2_!!S*!* J*rt£ X_--the: Mediately.,preceding sentence (and asthe means of effectuating: ypur;such, rights),, we fshali require CBSPecprds^ thereinafter referred to;jas *CBS«) to comply with the-Teleyant:provisions of the recording agreement between CBS ^nd usregarding the recording services iof Artist ('ê >F^co#dirigAgreement")., which provisions graot. us the:;af6resaid bright.;

*:_- r-K ^ ^b* Commencing with the sfart of pre>-productidri forthe LP .and. extending through the :deiivery of the 'LP and acceptance thereof by CBS as satisfactory in .accordance; with the termsand provisions of the Recprding .Agreemeht (it being understoodthat the Kecording(Agreement provides that a Master will be considered satisfactory if it;is technically satisfactory to'CBSforCBS manufacture and sale of phonograph .recdrds> arid if it embodies performahces that are, ••'first; class> {a§'that -term isunderstopd, in the recording industry] a^d are"It"least of thequality of Artistes prior- recording- performances \for CBS) 7 you'?£a.M .render your services relating; to the; production of records^lus^vely for us, Notwithstanding the ôregoingy ".if"the"XP-"'"''?na..i.l not be delivered toâiid accepted' by. £-3 prior'to the dateIS^yJ60) days after theV'Lj? Delivery Date?* referred to in '" ""paragraph 2(c) below,, then, cciimencirig as"of the date sixty (60)my? after; the LP ^livery Deêvoybu -shall''drily;"be^tired' to.""render your services relating to^ the- production of records "for us^freêr °n a so-called; ^frrst call" basis after such sixty "(60)day period;., " ••

(c) You shall commence pre^prbductibh for the i_P onor about January .15 y 1986'i Ybu shall commence Actual' productionof the.LP bn or about February 1, 1986*. "JYoushall^ subject tofactors not reasonably within your control, render your"'serviceshereunder in, 'such a manner' .as to enable' a: ^single" recbrd'"embodying two (2:) Masters; (the "First Single":) to :be delivered tog.nJ?.-*c<?eptea by CBS dri or befpr<e April 1> 198'6y'(the "first ".Single Delivery Date!'-); arid In such a 'mat>herras ttferiabiej the' LP

w Ko-6,!^4??^ ^-^nd a?cepted by CBS on ^r' b^bre-April 30, ':1?.8,?. tthe 'LP Delivery Date") arid you warrarity represent arid

0;e^ree...that the First Single shall ;not/'as: a'resuit of factors:_ reasonably within your control; be'delivered- after the'First/Single Delivery Date, and that the -LP.'shall :nbt;'."as"-a'"result :ofv;fa?^ri3 reasonably within "your control, be delivered' after the LPyi pelivery .Date. ' - " :""- -'•'•

,., MJ1218.-2 Dfi; 121885(6)

(d) If, as a result of factors reasonably within•_SSrn^f^^r^*11 n0t b* «êre^ to and accepted%CBS prior to the LP Delivery Date, then we: may, at <our electioncharge against your .royalties hereunder interest <m the AdvancS'i5_*.«_S fame rfte^°|vinter?9i:< if a«y» as:shali actually becharged, to us by CBS),, such interest to be: computed commencing asof the date^CBS^commeiices charging; such interest, but not earlierthan the date of payment of the,Advance.. If the XP shall "bedelivered after the LP Cielivery Date as a result of factorsreasonably within your control,; then, we shall not penalize youfor such late delivery except by the accrual of interest underthis subparagraph 2(d).

3. All union contract forms and report forms: forrecording sessions hereunder, all bills pertaining to suchrecording sessions, and all payroll forms (including, withoutlimitation, all WR4 and other withholding tax forms) pertainingto such recording sessions shall be submitted by you to CBS as.soon as reasonably possible after each recording session inaccordance with the rules and regulations pf jail unions havingjurisdiction oyer payroll payments, so that CBS shall be able tomake all payroll payments without ^penalty for late payment. Ifany penalties shall be incurred as a. result; of your failure tocomply.with: the provisions of this paragraph you shall be responsible for them.

4, (a) we shall pay to you-In respect of recordsembodying Masters hereunder the following royalties upon theterms and conditions; hereinafter set,forth (it being understoodin any event, that your such royalties snail not be reduced orpro-rated as a result of Artist's co-production of any Mastershereunder):

(i) [A] With respect to net saiesMof long-playing record albums embodying solely Masters •produced by you hereundW through cSs* normal retail,channels^ in the, United States for which Artist isentitled: to a .full royalty in accordance with the'terms and conditions of the Recording Agreement("USNEC Net Sales?'), a rpy/alty at the 'rate of

Of the applicable wholesale, royaltybasse price utilised by ;cBS for•the computation ofroyalties under the Recording Agreement for such.records {hereinafter *basic royalty, rate") bt suchequivalent price as CBS':may utilize for the computation bf our royalties-.under the FfecbrîridAgreement., it is specifically agreed that your basic.royalty rate shall be: the -same in"respect"lot'redordssold in the United States:arid Canada,, but there shallIn no event be any escalations in your basic royaltyrate for Canada;.

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fB] Notwithstanding anythinq to the coni-rAt-,7contained herein, the basic royalty rate fo? USNRCNet Sales shall increase to nni„on USNRC -Net Sales in -excess of , units andin;relseCto°ValtV "*** f°r USNRC Net Saies *8aU£STIn excess of uni?^ £ SSStTshall beh_ff^th°8;Kap|aiCi?ble t0 dSNRC ** SalesoaJior^h _f!??e?i_Y the Provis^ns of this subparagraph 4(a)(i)[Bj..

*fr»lii* ki:iii-•^rec' ^£#ie^^yaMe; to-.you; %reutfe-shall, ;Je. based,iUppn; QRe ,;h^ndredjiplercertt-,(1^%^ ôi net'pal|S3 for »:h*eh. parent#as,m^mmBm or Neddie! tp.extent, the-Recjard;_.ng Agreement, iiro-vldes. f,or parent toAr|ist- ;on. less:: than, jpne: tendfeed,-percent,'.l|i#':':o|' net'"'sate|> the royalties; payable: tp:ryp.u: thereunder shal_;' bebased;. en such;ether ;PJtreentage. $£ net; sales'as. Arl#st -is

4_v._n -u (lii* _The royalties payable to you hereunderSoiL?^wise be calculated, pro-rated and reduced (withrespect to foreign sales, singles,, club and any otherreduced-rate sales, budget records, .packaging charges,tree goods, etc.) in the same manner as the royaltiespayable to Artist with respect to such sales are so prorated, calculated and reduced. We shall provide- you withthe applicable provisions of the Recording Agreementregarding these matters (although we .need not provide youwith our actual royalty rates .under the RecordingAgreement). Notwithstanding the foregoing, i£ any Masterhereunder is embodied on a single with other master recordings (which coupling shall require your prior writtenconsent), you shall receive the otherwise applicableroyalty rate hereunder, which shall not be reduced by suchother master recordings; provided, however,that if CBSshall couple master recordings without, your iisi'lhn•*ai_|S_W^ consent as provided in* the" foregoing portion ofthis sentence, such coupling shall hot constitute a breachhereof (and you shall in, any event receive your appli

cable royalty thereon as set forth herein)'.

r*-„*Ki_ „«. ibL No rov?1_ties Payable to you hereunder shall be£™£i_ * X S6 rec<_uP*ent by- CBS; at the combined royalty rate?S£ S_I *S ^"^Hnder and Artist's royalty rate as provided Inthe Recording Agreement, of the recording costs (as said terS isS?2_S*.xn *£* RecoîJ>9 Agreement) incurred in connection withw_^_M^teirS 5er?un<?er (exclusive of the advance payable to youhI^Sd!Land fny infce_est Qharcfed therein pursuant to thl termshereof and exclusive of any advances paid to Artist), -after which

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L^P S ^4thf recouPR,ent of any amounts recpupable from voursuch royalties) your royalty account hereunder shall be credited(on the next regular accounting date hereunder) with SirSord'solfYable tQ y°U ****»"** retroaGtive to the first

,,t,i~u ^ In the event any of the Masters with respect tnwi i_ShfSn«er Pr°dUff°n secviees hereunder Jr^JJooSSfb/0Artist !whichio?n?anatI_y' Wfth anotS?r -*<*««« other than *artist (wnich _cmt or separate recording shall require vou-Si°« mit\tn r?**^ to whom »e or CBS9shall be obligated topay a royalty (which royalty shall be subject to your prior written consent), then the royalty payable to you hereunder withrespect to such Masters shall be Educed by an amount equll tothe royalty payable by us or CBS to such other producer? pro-vided however, it is specifically understood and agreed that ifyou are unable, pursuant to subparagraph 2(a) hereof to Derformre-mixing end/or re-editing of the Masters as CBS shaU rlqui?er»L»? °r £BS 3re thereby re<2îred to employ another person to '3Sf? J£Cl1 JerviGes< <Wf or CBS' employment of such other personsnail not reduce any monies payable to you hereunder.

^ +-»,__ f' w<r.aQ:ree to require CBS to comply with the previsionsSLmlS*.Recordin9 Agreement pursuant to which CBS agrees to makepayment cf prpducer royalties on pur behalf and account directlyto you with respect to the payment of royalties set forth inparagraph 4 above. To the extent CBS shall make such directaccounting and payment, we shall be relieved of any obligation to

6. Statements as to royalties payable to you underEf,ra-!r?P 4 abOVe' _.°ietner with payment therefor, shall be sentby us to yoM on or before the 30th day following our receipt ofstatements from CBS with respect td sales of records embodyingthlt^tZ^fT' ^^tanaing the foregoing, in the eventIv^L ?k I account directly to you pursuant to paragraph 5above, then statements and payments as to royalties payable underin'the^Lo^r^^311 bt S6nt ^>uch: time as is provided fPr *m the Recording Agreement.

_,Z*_. Ih the €Vent CBS ^Pes not account directly to vou weagree that you shall have the right tp examine and make ex?ractsrtZl*acc°untln9 statements rendered to us in connection withrecords embodying Masters hereunder, Furthermore, if you Shallnot secure the right to audit CBS directly in respect of theJSS^f hereunder, we further agree that in the event we shall?h£n Si !L?fTna^\°r aaait of ***' DOGks ™* records of CBS,then we shall furnish to you all information gathered by us pursuant to such examination or audit which pertains to the sale ofrecords embodying Masters hereunder. Furthermo?J, if, as a

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,MJ1218.5 DH:121885(6)

result of such examination or audit, we shall discover an ^rmrresulting in additional royalties or ether s^sêcolSnq ofvabLto. us with respect to records embodying Masters hereSIr* thenyou shall receive a portion of such additional royalties or otherS^n^fi *°.yQr prPtioil«fe âre of SSiSâble byCBS in respect of such records (after deduction ©£V™^Tm^JFlV^^™ 0i-^ aGtUai ^^" of securing*.w -, 8' _,.We sh^11 require CBS to comply with the provisions ofS™?;CQraKnfv,A?reement r<rlatin9 to credit to be a^co?ded?2 producers such that Ym receive appropriate production (or, ifappropriate, co-production) credit on. record labels, albumjackets and liner notes, cassette packaging and in all advertising, billboards;, print media, and (only to the same extent ifany, as you received credit in television advertising, if anyvfor the album, entitled "Thriller") television advertising; plodded, however, that an inadvertent failure by CBS to accord youcredit in accordance with the provisions hereof shall not constitute a breach hereof (although we shall use best 'efforts to causeany such failure to be cured).

• u*. *?f You a9ree that we and our designees shall have theright to use your name and likeness in connection with the recordlaeei, album jacket and liner notes of records embodying theMasters and in connection with advertising as set forth inparagraph 8 above? provided, however, that, no such use shall bein the nature of an endorsement or othfer commercial exploitation{except for exploitation of Masters hereunder).'. We shall requireCBS to give you the right to approve your likeness and biographical material concerning you; to the same extent as we shall havethe right to so approve any likeness and biographical material ofArtist. Any inadvertent failure by CBS to comply with the provisions of the immediately preceding; sentehee by failing to secureyour approval in. any particular instance shall hot constitute abreach hereof (although we shall use our best efforts to causeany such failure to be cured). ...........

10. All notices to' be given to either party heretoshall be addressed to the appropriate party at the address setfor^V Q. -P*9-®.1 hereqf,; Pr at such pther address as either partyshall, from time to time, designate in writing tp the Other. Allstatements and payments to be submitted pr given to yoii shall beaddressed to you in care of Breslauer, ijacebsen& Rutmah, 10880Wilshire Boulevard, Suite 2110, Lbs Angeles; California 90024?r to.fVch other address as you Shall from time to time designate

- Xw VrXKin? usJmd CBSv All notices shall be in writing and%_ shall be served by registered or certified mail, return receipth;S_? t Sr telegraph, all charges prepaid. The date h£ thevsigned return receiptor deposit in the telegraph office, all^charges prepaid, shall be deemed the-date,"of'Service,.

^MJ1218.6 !>H:121885(6;)

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and we "i theUo?her°h«n?efthat-aS b<^ween you< on the °^ hand_?„«_' _ ??her hand' from inception, we shall be the exclusive owner of: (1) the results and proceeds of all yoSr producerservices hereunder, including master recordings? all tapes andother physical devices embodying performanceHade at ^cordingtKri?nS here"nde^ a?d Phonograph records manufactured 9cont?ol°m^ft:f,-ShalKhave thVerpetual and exclusive right totherein"'fhrL^ ?*?l°Xt S?T and the Performances embodiedas wS in 9 f $* W°f-d' uP°e.such terros ^d in such formsmL SoorovS L3 ^ f^-fû (sub>ect to the provisions hereof)may approve and to permit others to any or all of the foregoing.r*Lr*t J^Lf,-9"^ S0U?d reôrdihg copyright in phonogfaphrecords embodying the results and proceeds of your services,including the exclusive right to copyright same as "sound recor-

9S_ fu Gu!_ narne' t0 renew and extend such copyrights (it beingagreed that for this purpose you are deemed our employee forhire), and to exercise all rights of the copyright proprietorthereunder or we may authorize CBS to any or all of the foregoingin its name. To the extent, if any, that you may be deemed a_author of such "sound recordings," you grant to us and to ourdesignees a power of attorney, irrevocable and coupled with aninterest, for you and in your name to apply for and obtain, onobtaining same, to assign to us or to our designee all suchrenewal copyrights,

«. • j I2' *(a) Notwithstanding anything to the contrary contained herein, if any Master hereunder is utilized in any audiovisual production embodying Artist's performances (a "Videoshow")which is commercially exploited by us or by our authority, then,in lieu of any other payment to you in connection therewith, yourroyalty account hereunder shall be credited in accordance withthe foregoing:

(i) There shall be credited to your royaltyaccount hereunder an amount equal to Our Net Receipts (asdefined in subparagraph 12(a)(ii) below) in respect ofsuch commercial exploitation of such Videoshow multipliedby a fraction, the numerator of which is one-half (1/2) ofyour basic royalty rate hereunder (without regard to anyescalations in such rate) and the denominator of which isour royalty rate under the Recording Agreement whichcorresponds to your basic royalty rate hereunder (withoutregard to any escalations in such rate).

M . n . (ii> As used in this paragraph 12 the termNet Receipts means the amount actually received by us inrespect of commercial exploitation of any Videoshow afterthe payment or recoupment from such amount of anyInvestment Costs (as hereinbelow defined) paid, borne orincurred by us or otherwise charged against us in connec-

-, tion with such Videoshpw, and after deduction of any por-

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tion^bf such amount (determined on an arm's lehath isa<*i*Swhich shall be payable to any person or entity who shall5fdLKpen-ed Investme«t Costs in connection with suchVideoshow in respect of such person's or entity's expenditure of such Investment Costs. The Net Receipts tertoroSal??9; £*%"*.«»itrtio5* *«y advanbes agai^s? ^SSKJ^|aid,°f credited to us or Artist orArtist | affiliates (except to the extent such advancesare in fact recouped) and any amounts paid or credited tous, Artist or any of Artisfs affiliates in respect ofmusic publishing rights granted by us, Artist or any of^fc LafflU?teS' With *he exception of payments ?o

copyright proprietors or unions and, taxes, rbyaltvSf^1GJpat^2S fcu ttir_( ?arti*s <<-___, directors or produ-ttl Z£ \videoshow) shall not. be deducted for purposes ofthe computation of Net Receipts. As used herein, the term•?uSSent Costs m6ans aU amounts expended in connection

with the preparation or production of a Videoshow or inconnection with the distribution or exploitation thereofm order to clear rights therein or avoid, satisfy or makeunnecessary any claim for payment in connection therewith(___Sj_/ payments to copyright proprietors, taxes, paymentsto unions, union-related trust funds or pension plans).There shall be no "double recoupment" of Investment Costs.

(iii) Notwithstanding any of the foregoing, asto the commercial exploitation of any Videoshow embodyingany Master hereunder together with other material, yourotherwise applicable royalty rate hereunder shall be computed by multiplying the royalty rate otherwise applicable by a fraction, the numerator of which is the amountof playing time of the Master(s) hereunder as embodied inthe applicable Videoshow and the denominator of which isthe total playing time of the applicable Videoshow(including the playing time of the Master[s] hereunder asembodied therein); provided, however, that [A] as to a one-song customary MTV-type Videoshow embodying a Masterhereunder (including any non-musical material therein) (aSong Video"), there shall be no pro-ration based on the

foregoing portion of subparagraph 12(a)(iii)? "(#_.' as to aVideoshow containing any portion of a Song Video as wellas other material, one hundred percent (100%) of the dura-ti?n'.of__such Portion of the applicable Song 'Video shall beutilized as part of the numerator described above for purposes of the pro-ration computation under the foregoingportion of this subparagraph; 12(a) (111); and [Cl as to aVideoshow containihg any particular Song Video, whichvideoshow has in its title the title of such particularsong Video or has as its central theme and subject mattersuch particular Song Video, two hundred percent (200%) ofthe duration of such particular Song video shall be uti-

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lnrt1r^fJhtJt0~Xttion computation under the foregoing?nr fS?2f thlS su!Paragraph 12(a) (iii) and the denomina-eouaf th!Uto?;?9n?J ?uc\F°-ration computation shall??î\^ 2u L ?laYin9 tim;e of the applicable Videoshow(including the.playing time of the Master[s] hereunder asembodied therein) plus one hundred perbent lOoJ? of theduration of such particular Song Video.

..„, -£!._. J1* We shall furnish you with, statements as toXLEu* •?_ Payable to You pursuant to this paragraph 12together with payment of any such royalties which, lay be 'due to you hereunder, semi-annually within ninety (90)days after each June 30 and each. December 31 of eachcalendar year. Unless specifically otherwise requested bvyou in writing, no statement shall be required to be furnished in respect of any particular semi-annual, period asto which no royalties are payable to you under thisparagraph 12. At any time within two (2) years after anystatement is rendered to you under this paragraph. 12 youshall have the right to give us written notice of yourintention to examine our books and records with respect tosuch statement. Such examination shall be commencedwithin thirty (30) days after the date of such notice, atyour sole cost and expense, by any certified publicaccountant designated by you provided he is not thenengaged in an outstanding examination of our books andrecords on behalf of any person or entity other than you.Such examination shall be made during our usual businesshours at the place where we maintain the books and recordswhich relate to you and which are necessary to verify theaccuracy of the statement or statements as specified byyou in your notice to us and your examination shall belimited to the foregoing.

(ii) if we conduct an audit of the books andrecords of a third party which is commercially exploitingany Videoshow and if such third party shall not accord youdirect audit rights, then we shall furnish to you ailinformation gathered by us pursuant to such examinationwhich pertains to your royalties, under this paragraph 12.Furthermore, if. as a result of such audit, we shalldiscover an error resulting in additional royalties orother sums becoming payable to us with respect toVideoshows hereunder (which additional royalties or othersums include amounts in which you are entitled to sharehereunder), then ypu shall receive a portion of such additional royalties or other sums equal to your proportionateshare thereof (after deduction of a corresponding, proportionate share of the actual cost of securing such additional royalties or other sums).

;MJ1218.9 DFT:121885:(6)

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-._»-«*>i_ • (iii* _our S?ê right to examine our books andrecords in connection with royalties which may ;be payableto you under this paragraph 12 shall be as"set forth inthis subparagraph. 12(b),%nd we shall have no obJlgStiSnto produce such books andi records more than once withrespect to each statement rendered to^you mo more thanSeSJrfnJ119 Hhcalendar;year. Without limiting thegenerality of the foregoing, we shall have no obligationto furnish you with any records that do not specificallyshow commercial exploitation of Videoshows as to whichroyalties shall be payable to you under this paragraph 12.Unless notice shall have been given to ,us as providedabove in this subparagraph 12(b), each royalty state-7fS\re"dered te;.you by us .pursuant to this subparagraph12(b) shall be final, conclusive and binding on you andshall constitute: an account stated. You shall beforeclosed from maintaining any action, claim or .proceeding against us in any forum or tribunal in respect ofany statement or accounting due under this paragraph 1_unless such action, claim or proceeding is commenced^gainst us in a court of 'Cpmpeterit jurisdiction withinthree (3) years after the date of the applicable statementpr accounting is rendered .tp ypu.

(iy) in the event that any third partyexploiting any Videoshow hereunder shall account directlyto you for _any royalties payable to you under thisparagraph 12, then statements and payments as to suchroyalties shall be provided at the same time as ourcorrespondihg statements :from such third party. To theextent any such third party shall make such; directaccountihg and payment, we shall be- relieved of any obligation to do so. * "

.._ ('$•) . In. respect of your share of all musical compositions written, owned or controlled in "whole or in part by you'and/or any person or entity affiliated with you or in which youor any person or entity affiliated with you have a direct' or "'indirect interest which are empodied' in any Masters hereunder(Controlled Compositions";)..., we and bur •designees are hereby:granted :a worldwide non-exclusive license at ho cost to embodyand^rePfoduGe such Controlled Compositioris in any Videoshows-andV° dlstfibute and perform arid otherwise exploit such..Videdshowsin any.manner and in any media -throughout'the universe ^for iall'"

^Pôôôâl.P^Poses/ and (with .respebt only to any commercial••exploitation by or through CBS for Which a rid-cost-copyrightOlicense is granted in respect of-ahy musical"cbropdsitidh which*. w?_;^_ten' owned or controlled by Artist or-any other person of

>. \îty affiliated with Artist of in. which Artist has a direct or[v indirectînterest) for all commercial purposes; A^ to commercialU, explpitatipn of Videoshows other than as described in the i'mme-

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ffthen= £r^din9 se«tenee,.you ;shail negotiate in good faithwth respecfto anf?nnt^^witn respect to. any Controlled Compositions embodied therein.

than us or Artist with respect tp any •.selection produced bv voSnXfS^,*** *?^dW;On the tp or Jny single^rKeasSd inYcon-ver£ o? the^^M??- >£ ®*:4&* **>• &) years after the |eli-very of the LP. You further warrant and represerit that alltiofirf Wt^ byôu hereurider,; iricludlng^Lhoul iimita-not infrlhS thf^nh?f5?Siti<^ $*m b« original and shallviolate My lawsv ' &m third party rights and .shall not

ana rî4>oel_uWa9E- îndemnify and hpld; ua and CBS and ourand CBS' respective, successors, assigns, agents, distributors

SS L S expe^? (including reasonable; attorneys fees) occasionedby any breach of any agreement, representation; grant or warrantymade or assumed by you hereunder bt otherwise arising -with *respect to the rights granted to us and/br CBS Ihereiri arid theS?IfS1Se 0 —«$ JM*s> . Upon the making or filing of arty such££_?£• *&?? 2* ^raand*„v^ °Zr a^ put direction, CBS oh; our-5alfiu?ha1^ >e.,Bn£**le£ to withhold from any amounts payable?nder. JJVfef agreement, such amouritsj as may be reasonably^necessarv52iK^^ SS'•'•*+ CB?' "** applicable, and as? are reKlIblT Vreiated tothe potential liability in issue, ibu shall be givennotice of all such claims and\sa«ll'-l»v«^fe.fI^'^bsSticipate in the defense thereof with counsel bf your choice atyour own cost and expense, ybu will reiinburse us or CBS / as

TfSif??&•" .at an £W after the date hereof in respect of anyii«„ii^y' ?Sf' damage, cost-br bxpehse'tp which the fbregcirtgindemnity relates. Notwithstaridirig the fbregbing. your indemnityhereunder shall extend, only tb Ssettlembnts bntJIed Sto wltfybur^f^J^^^ °^nt•{m & b* Mhreasbriably withheld? Irid tb "l?df"^s eêred against any person or entity entitled to indem-mfication under this paragraph; -H •

, . 15r .(f); We may assign this agreement or assign OrJSS?S?ia^KG£ quv *'i*!n?» h^^nder: to any firm: or corporationQcontrolled by us or Artist or in which we or Artist may havl a

- nS such aSSio^Sf&*?? nmMm^M^mi' pl^d thatn>hereunder t^k„ P*H r^lievf B? of :any of bu* obligations' hereunder. In the event any person or .entity shall acouire rR^>ui interest in the f^^t»mm^^-%m^M^^î^b

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any of the following contingencies if by reason of such contingencies we and/or C.BS are. materially hampered^ thei^^kl'T^"****' &stributicn-or saiôTrecords or our or?S«M_™?M>W*ne*s operations bebbme commercially imprac-ticabie.- labor disagreements, fire, catastrophe, shortage ofmaterial, or any cause beyond our tor CBS' reasonable control WediatelfbrKSS6^ ?U^W»^ ^*-^V-5^nt SSîrtiS-othb? StiSfiSShiS9 ?*^?Cfi except to the extent that CBS or any'?Wfr applicable ultimate payor of monies derived from theexploitation of Masters hereunder (e,i. >a third^pllty Ixolbitinayideoshows) shall suspend, p^fdrmanceof CBS? WIih\tS^thirdSS£j ^ê?^?W^liî^^'^^:. ft Which eSehFK m# ^suspend the, corresponding obligations hereunder; CBS' failure tbcoris?itutfafb^Jnn-¥& e*<mmh* CBS: her>undlf sna_l"nbt£_«?* J*te..a 5reach of this agreement by us, but we shall use-!IL «v^; * t;?Jcause -any s^ch failure tb be remedied promptlyafter you provide us with written notice therebf,

* -••._;•• J^ ôu aoKnowledge that ybiir services are uniouenaraSri3°5fi?aâ?f $*&' FY $?*%&• ^^ '•#^ » plbvisiSrisi bfparagraph 2(b and 14 hereof cannot he adequately ccmberisated: in2uch9ioviibnsS' m '6^W^"'** 'iMîve- rflieFtf||fbrcb

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between us wifh ^^^Wt^^l^^^MSr"be modified, amended, waived, teriiSterSRiâ?- ^M**^™1*instrument signed by each of us. The valiJitvcotil^ 2***^. agreement shall be governed by theState of California. ^

Very tr.ui

MJJ PRODI

^-ÔINCY JONi d/b/aQUINCY JONES PRODUCTIONS

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MJ1218.13 0H: 12.1885-(6)

ATTORNEYOR PARTY.WITHOUT ATTORNEY (Name 5jHeory Gradstein (SBN 89747);ffiy

GRADSTEIN &MARZANO, P.C.6310 San Vicente Blvd., Suite 510Los Angeles, CA 90048

TELEPHONE NO, (323)776-3100attorney for (Nam}: Plaintiff Quiney Jopes

\r timber, and addm&):.. Marzano (SBN 96867)

FAX NO:

SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS AngelesSTREET ADDRESS: 1}1 North {£.1 g^gjMAILING ADDRESS:

CITYANOZIP CODE:

BRANCH NAME:

CASE NAME:

Quiney Jones v. MJJ Productions, Inc., et ai.

Los Angeles 90012Stanley Mosk Courthouse

FORCOURTUSEONLYCM-010

«-osAn0efils_l£rCounOCT 25 2013

•iDepitySHAl ISLEY"

CIVILCASE COVER SHEET[-J Unlimited (___] Limited

(Amount (Amountdemanded demanded isexceeds $25,000) $25,000 or less)

Complex Case Designation

LJ Counter __] JoinderFiled with first appearance by defendant

(Cal. Rules of Court, rule3.402)

CASE NUMBER:

BPS9.-5fiO-3JUDGE.

DEPT:

Items 1-6 below must be completed (see instructions on page 2).1. Check one box below for the case type that best describes this case:

Auto Tort

• Auto (22)I I Uninsured motorist (46)Other PI/PDfWD (Personal Injury/PropertyDamage/Wrongful Death)TortLZJ Asbestos (04)LJ Product liability (24)LJ Medical malpractice (45)LJ Other PI/PD/WD (23)Non-PI/PO/WD (Other) Tort . • ..^...^cymgii^LJ Business tort/unfair business practice (07) LJ Other real property (26)I I Civil rights (08)I I Defamation (13)CZD Fraud (16)—J Intellectual property (19)— Professional negligence (25)LJ Other non-PI/PD/WD tort (35)Sloyment

Wrongful termination (36)I I Other employment (15)

__K

Contract

|—J Breach of contract/warranty (06)Rule 3.740collections (09)

L—J Other collections (09)— Insurancecoverage (18)L_J Other contract (37)Real PropertyI I Eminent domain/Inverse

condemnation (14)

L I Wrongful eviction (33)Enforcement of Judgment

L_J Enforcement of judgment (20)Miscellaneous Civil Complaint• RICO (27)I—I Omer(XOTplaint(nc* spiffed above) (42)

Unlawful Detainer

I Commercial (31)I I Residential (32)L_l Drugs (38)Judicial Review

I I Asset forfeiture (05)

Provisionally Complex Civil Litigation(Cat. Rules ofCourt, rules3.400-3.403)

I Antitrust/Trade regulation (03)L_J Construction defect (10)L_l Mass tort (40)I 1 Securities litigation (28)1—3 Environmental/Toxic tort (30)I 1 Insurance coverage claims arising from the

above listed provisionally complex casetypes (41)

Miscellaneous Civil Petition

• Petition re: arbitration award(11) R PartnerehiPa^<»ra^tegovernance(21)• Writ of mandate (02) L-' 0,he'P6^" ^ SP«câbove; (43)

• I I Other judicial review (39)

ZSt^SqulrWexcepSl juSal oSSjSlS*"* ^ "** ***** RU,eS °f Cou,t W9" —h«"""«• mark thea. • Large number of separately represented parties d. • Large number of witnessesb' S?^m0fhnr^ raiSi"9 diffiCU,t °r "0Vel *^ Coordina«on «» «*-W actions pending in one or more courtsissues tha w,ll be t,rr,e-consurning to resolve in other counties, states, or countries, or in afederal courtc. LJ Substanbal amount of documentary evidence f. • Substantial postjudgment judicial supervision

3. Remediessoughtêc/ca//ftafapp/y| a.[Z! monetary b.Q nonmonetary; dedaratory or injunctive relief cL__jpuni,ive4 "Number ofcauses ofaction (specify): Four —ipunuive5.GThiscase • is CZJisnot aclass action suit.6. .If there are any known related cases, file and serve anotice of related case. (Yousfiay/sejofm CM/015)Date: October 25, 2013Henry Gradstein, Esq. k

{TYPEOR PRINTNAME)

• File this cover sheet in addition to any cover sheet required by local court rule

I.£xrr;s;et ôf the ca,ifomfca Ruies °f court- ^ •»-—* «*»*** *»*—on a.,«Unless this is acollections case under rule 3.740 or acomplex case, this cover sheet will be used for statistical purposes only"^toMMmUM : ! CIVIL CASE COVER SHEET ==FomiAdoptedforMandatory UseJudicial Council of CaliforniaCM-010[R«v. July 1,2007)

(SIGNATURE OPFARTY OR ATTORNEY FOR PARTY,

Cal. Rules ofCourt, rules 2.30, 3.220. 3.400-3.403, 3.740;'Cal. Standards ofJudicial Administration, std. 3.to

wwwcourtinfo.ca.gov

^

^:

•:rfi\ c j: too

* n „ - a 'v i r

*Plaintiffs and Others FiUng^tS^vouTf(T0 C?MPLETE ™E C0^R SHE^ ™™complete and file, along with your first papeMhe CflSi CoS LJ! ^T• (? eXample' acomPlaint>in a<*N case, you muststatistics about the types and numbers of cases fited YotfrST™? ♦ f*"*? f page 1 This '"Nation will be used tocoZteone box for the case type that best describee <Ke ?thetST^tZL^S*0" *" T 'n item 1" you «"*52check he more specific one. If the case has multiple causes oTaction d£r! to»£lT,lT*?eafic **» ofC8se listed in ««" 1.To assist you in completing the sheet, examples of the cales SwfSfc^SJ!_? ?* ,nd,cates the primafy «"* <* actionsheet must be filed only with your initial paper. Fe^X^S^SiST^J" ftem 1are P™*W Mow. Acoverrts counsel, or both to sanctions under rules 2.30 and mJ£££Z Rutes of Court '" ' dV" ^ may SUbied aPart*<

which property, services, or money was L,uirTo^ SSUfST" fF"8* feeS' ansin9 *om atransaction indamages, (2) punitive damages, (3) reSvery of reafêTTS^âttachment. The identification of acase as a rule 3740 SlectionS,JJS?_TX , P S0"al ""P"*' or (5) a Pigment writ oftime-for-service requirements and case management rufefunfessV^H^l?™ me8nS <hat "Wi" * ^^ from the Qeneralcase win be subject to the requirements for serSanVoS^ p,eadin9- A 3.740 colons

completing the appropriate boxes in items 1 ZO^Sf^S^^St^^ °f °°f'this must* indicated "Vcomplaint on all parties to the action Adefendant mav file anF2Z ™>T .f CWX'the 00V8r Sheet must be **""*with »»Plaintiffs designation, acounterêsignation ha»S 0fjte first prance ajoinder in thethe case is complex Snot comP,ex' or-lf tne Pontiff has made no designation, adesignation thatAuto Tort Con,_ct <*«"PES AND EXAMPLES

Autoj22)-Personal Injury/Property Breach of Contract/Warranty (06)Breach of Rental/Lease

CM-010

Damage/Wrongful DeathUninsured Motorist (46) (ifthe

case involves an uninsuredmotorist claimsubjecttoarbitration, check this iteminsteadof Auto)

Other PI/PD/WD (Personal Injury/Property Damage/Wrongful Death)

Asbestos (04)Asbestos Property DamageAsbestos PersonalInjury/

Wrongful DeathProductLiability (norasbestos or

toxic/environmental) (24)Medical Malpractice (45)

MedicalMalpractice-Physicians &Surgeons

Other Professional Health CareMalpractice

Other PI/PD/WD (23)Premises Liability (e.g., slip

and fall)Intentional Bodily Injury/PD/WD

(e.g., assault, vandalism)Intentional infliction of

Emotional DistressNegligent Infliction of

Emotional DistressOther PI/PD/WD

Non-PI/PD/WD (Other) TortBusiness Tort/Unfair Business^. Practice (07)Civil Rights (eg., discrimination,

(•:•; false arrest) (notcivilharassment) (08)

Defamation (e.g., slander, libel)» , d3)Fraud (16)intellectual Property (19)Professional Negligence (25)

•-.. Legal Malpractice. Other Professional Malpractice

K (not medical orlegal).Other Non-PI/PD/WD Tort (35)

EmploymentWrongful Termination (36)Other Employment (15)

CM-OiO(Rev July1,2007)

Contract (notunlawful detaineror wrongful eviction)

Contract/Warranty Breach-SellerPlaintiff (not fraud ornegligence)

NegligentBreach of Contract/Warranty

Other Breach ofContract/WarrantyCollections (e.g., money owed, open

bookaccounts)(09)Collection Case-Seller PlaintiffOtherPromissory Note/Collections

CaseInsurance Coverage (not provisionally

complex) (18)AutoSubrogationOtherCoverage

OtherContract (37)Contractual FraudOther ContractDispute

Real PropertyEminent Domain/Inverse

Condemnation (14)Wrongful Eviction (33)Other Real Property (e.g., quiet title) (26)

Writ ofPossession ofReal PropertyMortgage ForeclosureQuiet TitleOtherRealProperty (not eminentdomain, landlord/tenant, orforeclosure)

Unlawful DetainerCommercial (31)Residential (32)Drugs (38) (if the case involves illegal

drugs, check this item; otherwise,report as Commercial orResidential)

Judicial ReviewAsset Forfeiture (05)Petition Re: Arbitration Award (11)Writ ofMandate (02)

Writ-Vidministrative MandamusWrit-Mandamus on Limited Court

Case MatterWrit-Other Limited Court Case

ReviewOther Judicial Review (39)

Review of Health OfficerOrderNoticeof Appeal-Labor

Commissioner Appeals

CIVIL CASE COVER SHEET

Provisionally Complex Civil Litigation (CalRules of Court Rules 3.400-3.403)

Antitrust/Trade Regulation (03)Construction Defect (10)Claims Involving Mass Tort (40)Securities Litigation (28)Environmental/Toxic Tort (30)InsuranceCoverageClaims

(arising from provisionally complexcase type listed above) (41)

Enforcement of JudgmentEnforcement ofJudgment (20)

Abstract ofJudgment(OutofCounty)

Confession ofJudgment (non-domestic relations)

Sister State JudgmentAdministrative Agency Award

(notunpaid taxes)Petition/Certification ofEntry of

Judgment on Unpaid TaxesOther Enforcementof Judgment

Case

Miscellaneous Civil ComplaintRICO (27)OtherComplaint (not specified

above) (42)Declaratory Relief OnlyInjunctive Relief Only (non-

harassment)Mechanics LienOtherCommercial Complaint

Case (non-tort/non-complex)Other Civil Complaint

(non-tort/non-complex)Miscellaneous Civil Petition

Partnership and CorporateGovernance (21)

OtherPetition (notspecifiedabove) (43)Civil HarassmentWorkplace ViolenceElder/Dependent Adult

AbuseElection ContestPetition for Name ChangePetitionfor ReliefFrom Late

Claim

Other CivilPetition

Page 2 ofi

! if !

SHORT rm.E:

QUINCY JONES V. MJJ PRODUCTIONS, INC, CASE NUMBER

CIVIL CASE COVER SHEET ADDENDUM ANDSTATEMENT OF LOCATION

(CERTIRCATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION)Jhisjo^rêquired pursuant to Local Ru.e 2.0 in a„ new civl, case filings .n the Los Ange.es Superior Court.

Item I. Check the types of hearing and fill in the estimated length of hearing expected for this case:JURYTRIAL? 0 YES CLASS ACT,ON? D y_s LIM.TED CASE? Dy_S T.ME ESTIMATED FOR TR.AL 5 p^^

Item II. Indicate the correct district and courthouse location (4 steps - If you checked "Limited Case", skip to Item ill, Pg. 4):

2?J*T»** C°7|etin9 ^ C,Vil ^ °0Ver Sh6et f0rm flnd the main Civi< Case Cover Sheet heading for yourcase ,n the left margin below, and, to the right in Column A, the Civil Case Cover Sheet case type you selected

Step 2: Check one Superior Court type of action in Column Bbelow which best describes the nature of this case.

SSL? cC°IUmn C' Cirde the reason for the ^^location <*<*» *at applies to the type of action vou havechecked. For any exception to the court location, see Local Rule 2.0. V

Applicable Reasons for Choosing Courthouse Location (see Column Cbelow)i 2?5hfs£?? mus'."? J™*!?in ^ Stan,eV Mosk Courthouse, central district

4. Location where bodily injury, death ordamage occurred5. Location whereperformance required or defendantresides.

6. Location ofproperty orpermanently garaged vehicle7. Location where petitioner resides.8. Location wherein defendant/respondent functions wholly9. Locahon where oneormore ofthe parties reside.

10. Locationof Labor Commissioner Office

Step 4: Fill in the information requested on page 4in Item III; complete Item IV. Sign the declaration.

,| Civil Case Cover'Sheet **> ^^sCategory_No«#. .^ ^ ,*v y_, g jgj__%,._jft

Auto (22)

-W«V_a* *,. *£* _.< ^nlrpeofAcron^ttSi^y "^(Checkorlyone) i«»

D A7100 Motor Vehicle- Personal Injury/Property Oamage/Wrongrul Oeath

iAppicablerReasons*r SeeSlip 3>Abov-e?

1..2..4.a e3 O

< *~Uninsured Motorist (46) OA7110 Personal Injury/Property Damage/Wrongful Death - Uninsured Motorist 1..2..4.

« §o s»

i. > e *a. a

, .- _. *~

UI • £

5 Q

Asbestos (04)

Product Liability (24)

Medical Malpractice (45)

Other

Personal InjuryPropertyDamageWrongful Death

(23)

LACIV 109(Rev. 03/11)

LASC Approved 03-04

D A6070 Asbestos Property Damage

Q A7221 Asbestos - Personal Injury/Wrongful Death

D A7260 Product Liability (not asbestos or toxic/environmental)

• A7210 Medical Malpractice - Physicians &SurgeonsO A7240 Other Professional Health Care Malpractice

D A7250 Premises Liability (e.g., slip and fall)D A7230 Intentional Bodily Injury/Property Oamage/Wrongful Death (e a

assault, vandalism, etc.)

O A7270 Intentional Infliction ofEmotional Distress

O A7220 Other Personal Injury/Property Damage/Wrongful Death

CIVIL CASE COVER SHEET ADDENDUMAND STATEMENT OF LOCATION

1.,2.,3.,4.,8.

1..4.

1., 4.

1..4.

1..4.

1..3.

1..4.

Local Rule 2.0

Page 1 of 4

iflt

lj'1

K'LACIV 109 (Rev. 03/11)'-VLASC Approved 03-04

SHORT TITLE,

QUINCY JONES V. MJJ PRODUCTIONS, INC

u

eco

o

8.sa.

a>c

S

a

_

c3

Breach ofContract/ Warranty(06)

(not insurance)

Collections (09)

Insurance Coverage (18)

OtherContract (37)

Eminent Domain/InverseCondemnation (14)

Wrongful Eviction (33)

Other Real Property (26)

Unlawful Detainer-Commercial(31)

UnlawfulDetainer-Residential(32)

D A6004 Breach of Rental/Lease Contract (not unlawful detainer or wronofuleviction) *

O A6008 Contract/Warranty Breach -Seller Plaintiff (no fraud/negligence)D A6019 Negligent Breach of Contract/Warranty (no fraud)D A602a other ^-ch of Contract/Warranty (not fraud or negligence)

- A6002 Collections Case-Seller Plaintiff

D A6012 Other Promissory Note/Collections Case

D A6015 Insurance Coverage (not complex)

• A6009 Contractual Fraud

O A6031 Tortious Interference

- A6027 Other Contract Dispute(not breach/insurance«raucl/negligence)

• A7300 Eminent Domain/Condemnation Number of parcels

O A6023 Wrongful Eviction Case

• A6018 Mortgage Foreclosure

• A6032 Quiet Title

D A6060 Other Real Property (not eminent domain, landlord/tenant, foreclosure)

• A6021 Unlawful Detainer-Commercial (not drugs or wrongful eviction)

D A6020 Unlawful Detainer-Residential (not drugs or wrongful eviction)Unlawful Detainer-

Post-Foreclosure (34) O A6020F Unlawful Detainer-Post-Foreclosure

Unlawful Detainer-Drugs (38) O A6022 Unlawful Detainer-Drugs

2„5.

1..2..5.

1..2..5.

2., 5,6.

2„5.

1..2..5..8.

1.,2„3.,5.

1.,2.,3.,5.

1(2^3,8.

2„6.

2., 6.

2,6.

2., 6.

2,6.

2., 6.

2,6.

CIVIL CASE COVER SHEET ADDENDUMANDSTATEMENT OF LOCATION

Local Rule 2.0

Page 2 of 4

SHORTTITLE

QUINCY JONES V. MJJ PRODUCTIONS, INC.

s«

Ior

.3_3

Co

—

_

Q.

Eo

o

Toco

_5

Io.

c _!S 41E E

- f_ o

_ -

<o —:

- -2O

..*-\ o _5

" —i Qt

v 8 -_ >

•*'••!•• j )•

Petition reArbitration (11) P A6115 Petiiion to Compet/ConfimvVacate Arbitration

Writ ofMandate (02)O A6151 Writ-Administrative Mandamus

O A6152 Writ-Mandamus on Limited Court Case MatterD A6153 Writ-Other Limited Court Case Review

Other Judicial Review (39) • A6150 Other Writ/Judicial Review

Antitrust/Trade Regulation (03) O A6003 Antitrust/Trade Regulation

Construction Defect (10) • A6007 Construction Defect

Claims Involving MassTort(40) D A6006 Claims Involving Mass Tort

Securities Litigation (28)

Toxic TortEnvironmental (30)

- A6035 Securities Litigation Case

D A6036 Toxic Tort/Environmental

Insurance Coverage Claimsfrom Complex Case (41) • A6014 Insurance Coverage/Subrogation (complex.case only)

Enforcementof Judgment (20)

RICO(27)

Other Complaints(Not Specified Above) (42)

Partnership CorporationGovernance (21)

Other Petitions(Not Specified Above)

(43)

D A6141 Sister State Judgmentn A6160 Abstract ofJudgment

a A6107 Confession of Judgment (non-domestic relations)• A6140 Administrative Agency Award (not unpaid taxes)D A6114 Petition/Certificate for Entry of Judgment on Unpaid Tax° A6112 0tner Enforcement of Judgment Case

O A6033 Racketeering (RICO) Case

- A6030 Declaratory Relief Only

• A6040 Injunctive Relief Only (not domestic/harassment)D A6011 Other Commercial Complaint Case (non-tort/nonômplex)• A6000 Other Civil Complaint (rwn-tort/non-complex)

• A6113 Partnership and Corporate Governance Case

a A6121 Civil Harassment

O A6123 Workplace Harassment

• A6124 Elder/Dependent Adult Abuse CaseD A6190 Election Contest

• A6110 Petition for Change of Name

D A6170 Petition for Relief from Late Claim Lawa A6100 Other Civil Petition

HtACIV 109 (Rev. 03/11)ULASC Approved 03-04

CIVIL CASE COVbR SHEET ADDENDUMAND STATEMENT OF LOCATION

.PP^-a^^______2____Lvlr

2.. 8.

2.

2.

2., 8.

1..2..8.

1..2..3.

1..2..8.

1,2.. 8.

1.,2.,3.,8.

1..2..5.8.

2., 9.

2„6.

2., 9.

2., 8.

2., 8.

2., 8., 9.

1.,2.,8.

1..2..8.

2,8.

1..2..8.

1,2.. 8.

2., 8.

2., 3., 9.

2., 3.. 9.

2., 3., 9.

2.

2„7.

2., 3., 4., 8.

2,9.

Local Rule 2.0

Page 3 of 4

SHORT TITLE:

QUINCY JONES V. MJJ PRODUCTIONS, INC. CASE NUMBER

_______ • ' pr0per reason for filin9in the court location you selected.

uf^, r^ °he?,**a«*,roPrtirt« "exes for the numbers shownmis «se " °r ^ *"•*aCti0n th8t *"hav» «-~*3Z

01. 02. 03. D4. D5. D6. D7. 08. D9. D10.CITY:

Los AngelesSTATE:

CA

ZIP COM:

90012

ADDRESS:

MJJ Productions, Inc.4123 Lankershim Blvd.North Hollywood, CA91602

_=sr^p====srsa-~=-.

Dated: October 25, 2013

oSSSl^^SStS^SSS C°MPLETED AND «AOY TO BE FILED .N ORDER TO PROPERLY1. Original Complaint or Petition.

2. If filing aComplaint, acompleted Summons form for issuance by the Clerk.3. Civil Case Cover Sheet, Judicial Council form CM-010.

4. Civil Case Cover Sheet Addendum and Statement of Location form, LAC.V 109, LASC Approved 0344 (Rev.5. Payment in full of the filing fee. unless fees have been waived.

6- MssnwjMS5_^^

f-.>

</.

h>'LACIV 109 (Rev. 03/11)

W LASC Approved 03-04CIVIL CASE COVER SHEET ADDENDUM

AND STATEMENT OF LOCATION Local Rule 2.0

Page 4 of 4

General Information

Status Open

Court Superior Court of California,County of Los Angeles

Date Filed 2013-10-25 00:00:00

Jones v. MJJ Productions, Inc, Docket No. BC525803 (Cal. Super. Ct. Oct. 25, 2013), Court Docket

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