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Bryan J. Freedman (SBN i51990) ^ ^[email protected] n , j
Brian E. Turnauer (SBN 214768) t& *- Ibturnauer(5),ftllp.com
^_ v-r~>
FREEDMAN &TAITELMAN, LLPpO'T'^O1901 Avenue of the Stars,
Suite 500Los Angeles, California 90067 (^Tip- f/^/Telephone:
310-201-0005 ^"^ ^Facsimile: 310-201-0045 T)&B{JAttorneys for
Petitioner Collective Digital Studio, LLC
SuperiorCourt 0/lkfanilaCoanry OfLoi Angeles
DEC 23 2014SherriK
By___- *., wwiuyc uiiicei/Clerk
^DeputyMTSP
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF LOS ANGELES
COLLECTIVE DIGITALSTUDIO, LLCa California Corporation
Petitioner,
vs.
DANE BOEDIGHEIMER, an individual;and ANNOYING ORANGE, INC.,
aCalifornia corporation.
Respondents.
Case No. 8S12282(Petition filed: )
(Assigned to: Hon. ;_ )
NOTICE OF PETITION AND PETITION OFPETITIONER COLLECTIVE
DIGITALSTUDIO, LLC FOR APPOINTMENT OFARBITRATOR AND STAY
ARBITRATION;MEMORANDUM OF POINTS ANDAUTHORITIES AND DECLARATION
OFBRYAN J. FREEDMAN IN SUPPORTTHEREO
Date:
Time:Dept.
[Request for Judicial Notice filed concurrently]
TO ALL PARTIES AND TO THEIR ATTORNEYS OF RECORD:
PLEASE TAKE NOTICE that on , at
m x- j> mo < -H om 3 m m*-< n >-oooom-(3>-( X
2> X O ... -I
m i>-n >s>* m
03
aito
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do the following:
(1) Appoint aneutral arbitrator to arbitrate adispute among the
parties; and(2) Stay the arbitration until apending matter
involving the respondents and a third
party is resolved.
The Petition is based upon CCP 1281.6 on the grounds that courts
have the power toappoint a neutral arbitrator where the arbitration
clause in the parties' agreement does notdesignate the arbitrator
ora method for selecting the arbitrator. 0
In the instant matter, the arbitration clause contained in the
April 22, 2013 "OnlineDistribution Agreement" (the "Agreement")
entered into between Petitioner and respondentsDane Boedigheitner
("DB") and Annoying Orange, Inc. ("AO") (collectively, DB and
AOreferred to herein as the "Respondents") (Petitioner and
Respondents will be collectively referredto as, the "Parties") does
not designate an arbitrator, method for selecting the arbitrator
orarbitration venue.
The Agreement, among other things, sets for the terms in which
Petitioner may distributeand produce content for the Annoying
Orange cartoon character ("AO Character"). Respondentsclaim
copyright ownership in the AO Character. Adispute has arisen
between the Parties arisingout ofthe Agreement, including issues
relating to the AO Character.
The Petition is also based upon CCP 1281.2(c) on the grounds
that Respondents arealso aparty to apending court action with a
third party, arising out ofaseries ofrelatedtransactions and there
is apossibility ofconflicting rulings on acommon issue oflaw or
fact, andarbitration is not the optimal forum for the Parties to
address their disputes under the Agreementuntil the pending claims
are litigated. Specifically, Respondents are sued by athird party
in theDistrict Court ofNorth Dakota for copyright infringement over
the AO Character. The District
Court's ruling on whether the AO Character infringes on the
third party's copyrights will have asignificant impact on the
Parties' arbitration proceedings in this matter, including the
claims tobe arbitrated between the Parties.
The Petition will be based upon this Notice, the Petition,
Request for Judicial Notice in
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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Support of the Petition, the Memorandum of Points and
Authorities and Declaration of Bryan J.Freedman, Esq. attached
hereto and upon such evidence as may be presented at the time
ofthehearing on the Petition.
Dated: December23, 2014 FREEDMAN & TAITELMAN,LLP
ByBryan J. PfeemanBrian E. Tumauer
Attorneys for Petitioner Collective Digital Studios, LLC
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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PETITION FOR APPOINTMENT OF NEUTRAL ARBITRATOR
AND TO
STAY ARBITRATION PENDING THE OUTCOME OF ANOTHER MATTER
Petitioner Collective Digital Studio, LLC ("Petitioner" or
"CDS") hereby states asfollows:
1. On or about April 22, 2013, Petitioner entered into an
"Online Distribution
Agreement" with respondents Dane Boedigheimer ("DB") and
Annoying Orange, Inc. ("AO")(collectively, DB and AOreferred to
herein as the"Respondents") dated April 22,2013 (the"Agreement"). A
true and correctcopyof the Agreement is attached heretoas
Exhibit"A" to theDeclaration of Bryan J. Freedman, Esq.. ("Freedman
DecL") and incorporated as though fully setforth herein.
2. The Agreement, in part, sets forth terms for the Petitioner
to be the "on-line
distributor" for, among other things, the Annoying Orange
cartoon character ("AO Character"),as well as the producerof
certain content includingcontent pertaining to the AO
Character.
Respondents claim to own the copyright and trademark in the AO
Character.
3. A dispute has arisen between the Petitionerand Respondents
(collectively, the"Parties") arisingout of the Agreement, including
issuesrelating to the AO Character.
4. The Agreement contains an arbitration provision at paragraph
14c. which states:
c. Arbitration; Choiceof Law. Anyand all such disputes
arisingunder this
Agreement shall be governed by the laws of the State of
California without
regard to conflicts of laws and be settled by binding
arbitration.
See Agreement, f 14. Paragraph 14 does not specify an arbitrator
or arbitration provider.
5. On November 26, 2014, Respondents filed a "Statement of
Claims and Demand
for Arbitration" ("Demand for Arbitration") with ADR
Services.
6. On or about December 19, 2014, counsel for Petitioner wrote
to counsel for the
Respondents. He informed Respondents' counsel that the Agreement
does not name ADR
Services as the administrative body to govern
arbitrationproceedingsbetween the Parties. He
1
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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requested an in person meeting with Respondents' counsel for the
week of December 22, 2014,
to discuss the parameters for arbitration between the Parties,
including the selection of an
arbitrator and arbitration venue. A copy of theDecember 19, 2014
letter is attached to the
Freedman Dec!, as Exhibit "C," and incorporated by this
reference,
7. Counsel for the Parties have been unable to come to an
agreement on the selection
or an arbitrator, arbitration forum or arbitration rules.
8. On December 22,2014, counsel for Petitioner filed an
objection to the Demandfor Arbitration with ADRServices on the
grounds that ADRServices is not namedas the
administrative body to govern thearbitration proceedings and
therefore ADRServices hasno
authority to act. A copy of Petitioner's objection is attached
to the Freedman Decl. as Exhibit"D," and incorporated by this
reference.
9. Pursuant to CCP 1281.6, the Court is empowered to appoint a
neutral arbitratorwhen the parties' arbitration agreement does not
provide a method for appointing an arbitrator or
arbitration forum.
10. Pursuant to CCP 1281.2(c)(4), the Court is also empowered to
stay thearbitration proceeding if a partyto the arbitration
agreement is also a partyto a pendingcourt
action with a third party, that arises out of the same
transaction or series of related transactions,
and there is a possibility of conflicting rulings on a common
issue of law or fact.
11. On or about March 5, 2013, thirdparty H2M, Inc.,a North
Dakotacorporation
("H2M"), filed a lawsuit in the District Courtof North Dakota,
Southeastern Division, againstDB, AO, Annoying Orange, LLC and
SpencerGrove, alleging claims for Federal Copyright
Infringement (17 U.S.C. 501(a)), Seizure and Impounding (17
U.S.C. 503) andUnjustEnrichment, case number 3:13-cv-00031-KKK (the
"Pending Federal Action"). H2M claimscopyright ownership in the
Talking Orange cartoon character and allegescopyright
infringement
by the AO Character. H2M is seeking damagesand an injunction to
prevent the Respondentsfrom profitingoff of their product, the
Talking Orange cartooncharacter.
12. The District Court's ruling on the copyright
infringementclaim against the AO
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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Character will have asignificant impact on the Parties'
arbitration proceedings in this matter,including the claims to be
arbitrated. Respondents have represented that they own the
copyrightin the AO Character and that they are free to enter into
the Agreement with the Petitioner.However, the District Court's
ruling may say otherwise, thus completely changing the
landscapeofthe Parties' arbitration proceedings in the instant
matter, including the claims to be arbitrated.
13. Trial in the Pending Federal Action isscheduled for June 15,
2015.
14. Acopy ofthe Complaint in the Pending Federal Action
isattached to the
concurrently field Request for Judicial Notice inSupport
ofPetition asExhibit "B," and
incorporated by this reference.
15. Pursuant to CCP 1281.2(c)(4), once this Court appoints an
arbitrator, Petitionerseeks to stay the arbitration pending the
outcome ofthe Pending Federal Action.
Dated: December 23, 2014 FREEDMAN & TAITELMANCELP
Bryan J. FreemanBrian E. Tumauer
Attorneys forPetitioner Collective Digital Studios, LL
PETITION FORAPPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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MEMORANDUM OF POINTS AND AUTHORITIES
Petitioner Collective Digital Studio, LLC ("Petitioner" or
"CDS") hereby submits itsmemorandum of pointand authorities in
support of its Petition to appoint an arbitrator and stay
the arbitration proceedings pending theoutcome of an existing
Federal Courtaction involving a
third party and the same respondents.
I. INTRODUCTION
A. The Agreement Between the Parties.
On or about April 22,2013, Petitioner entered into an "Online
Distribution Agreement"
with respondents Dane Boedigheimer ("DB") and Annoying Orange,
Inc. ("AO")(collectively,DB and AO referred to herein as the
"Respondents") dated April 22, 2013 (the "Agreement").The
Agreement, in part, sets forth terms for the Petitioner to be
the"on-line distributor" for,
among other things, theAnnoying Orange cartoon character ("AO
Character"), as well as theproducer of certain content, including
content pertaining to theAO Character. Respondents
claim toown the copyright and trademark in the AO Character and
have represented to the
Petitioner that they are free to enter into theAgreement as it
pertains to theAO Character free
and clear of any claims by third parties relating to the AO
Character. A true and correct copy of
the Agreement is attached hereto as Exhibit "A" to the
Declaration of Bryan J. Freedman, Esq.
("Freedman Decl.,") and incorporated herein.B. The Parties'
Dispute and Respondents Demand for Arbitration.
A dispute hasarisen between thePetitioner and Respondents
(collectively, the"Parties")arising outof theAgreement, including
issues relating to theAO Character. See Freedman Decl.
T17-8,
The Agreement contains an arbitration provision at paragraph
14c. andstates as follows:
c. Arbitration; Choice of Law. Any and all such disputes arising
under this
Agreement shall be governed by the laws of the State of
California without
regard to conflicts of laws and be settled by binding
arbitration.
See Agreement, %14. However, paragraph 14 does not specifyan
arbitrator or arbitration forum.
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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On November 26,2014, Respondents filed a "Statement of Claims
and Demand for
Arbitration" ("Demand for Arbitration") with ADR Services. See
Freedman Decl. V-C- Respondents AreSued in Federal Court Over
CopyrightInfringement over
the AO Character.
On or about March 5,2013, third party H2M, Inc., aNorth Dakota
corporation ("H2M"),filed a lawsuit in the District Court ofNorth
Dakota, Southeastern Division, against DB, AO,Annoying Orange, LLC
and Spencer Grove, alleging claims for Federal Copyright
Infringement(17 U.S.C. 501(a)), Seizure and Impounding (17 U.S.C.
503) and Unjust Enrichment, casenumber 3:13-cv-00031-KKK (the
"Pending Federal Action"). H2M claims copyright ownershipin the
Talking Orange cartoon character and alleges copyright infringement
by the AO CharacterH2M is seeking damages and an injunction to
prevent the Respondents from profiting off oftheirproduct, the
Talking Orange cartoon character. Trial in the Pending Federal
Action is scheduledfor June 15, 2015. Acopy ofthe Complaint in the
Pending Federal Action is attached to theconcurrently field Request
for Judicial Notice in Support ofPetition as Exhibit "B," and
incorporated herein by this reference. See Freedman Decl.
f!J4~6, See Request For JudicialNotice, Exhibit "B."
D- Parties Cannot Agree on an Arbitrator or Arbitration
Forum.
On orabout December 19, 2014, Petitioner's counsel wrote to
Respondents' counsel. Heinformed Respondents' counsel that the
Agreement does not name ADR Services as the
administrative body to govern arbitration proceedings between
the Parties. Petitioner's counsel
requested an in person meeting with Respondents' counsel for the
week ofDecember 22,2014,
to discuss the parameters for arbitration between the Parties,
including the selection ofanarbitrator and arbitration venue. Acopy
of December 22 letter isattached to the Freedman Decl
as Exhibit "C," and incorporated by this reference. See Freedman
DecL ffl|9-l0, Exhibit "C."The Parties have been unable to agree on
an arbitrator, arbitration forum or set of
arbitration rules. See Freedman Decl. *,Jl 1.
On December 22, 2014, prior to the filing of this Petition,
counsel for Petitioner filed an
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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objection to the Demand for Arbitration with ADR Services on the
grounds that ADRServices isnot named as theadministrative body to
govern the arbitration proceedings and therefore ADR
Services has no authority to act. A copy of thisobjection is
attached to the Freedman Decl. asExhibit"D," and incorporated by
this reference. See Freedman Decl.^12-13, Exhibit "D."
II. ARGUMENT
A. This Court Should Appoint a Neutral Arbitrator and Set of
Arbitration
Rules to Govern the Dispute Between the Parties.
A petition for appointment of an arbitrator maybe necessary
where the arbitration clause
does notdesignate the arbitrator ora method for selecting the
arbitrator; or the method provided
cannot be followed; or the designated arbitrator fails to act
and the parties are unable to agree on
a replacement. CCP 1281.6 ("Section 1281.6"); see American Home
Assur. Co. v. Benowitz
(1991)234 Cai.App.3d 192,199. Thecourt will nominate five
personsselected from listssuppliedby the parties or obtained from
governmental agencies or privateassociations concerned
with arbitration. Section 1281.6. If theparties do notagree
onanarbitrator within five days after
receipt of the court's list, thecourtwill appoint one of the
persons on that list. Id.
Paragraph 14c of the Agreement provides for binding arbitration
of "[a]nyandall suchdisputes arising under thisAgreement." See
Agreement, ^[14. However, theAgreement neitherdesignates a
particular arbitrator to preside over the arbitration, nor
specifiesan arbitration
provider, such as JAMS or AAA.
A dispute has arisen between the Petitioner and Respondents
arisingout of the
Agreement, including issues relating to the AO Character.
However, the Parties have been
unable to agree upon an arbitrator, arbitrationprovider/ forum
or set of arbitration rules. See
Freedman Deck, ffi[7-l 1. Petitioner requests that the
Courtapply Section 1281.6 and nominatefive potential arbitrators.
If the Parties fail to select an arbitrator from the Court's
nominees
within five days, then Petitioner requests that the Courtappoint
an arbitratorfrom the list of
nominees.
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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NATIONWIDE LEGAL
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B. This Court Should Stay the Arbitration After it Appoints a
Neutral
Arbitrator So As To Avoid Conflicting Rulings.
The Court has discretion to notorder arbitration of a
controversy if a party to the
arbitration agreement isalso a party toa pending court action
with a third party, that arises out of
the same transaction or "series of related transactions," and
there isa possibility ofconflicting
rulings ona common issue of law or fact. See CCP 1281.2(c);
Daniels v. Sunrise Senior Living,Inc., 212 Cal.App. 4th 674, 679
(2013); Best Interiors, Inc. . Millie &Severson, Inc.,
161Cal.App. 4l 1320, 1329-1330 (2008); Whaley v. Sony Computer
Entertainment America, Inc.,121 Cal.App. 4th 479, 485-486 (2004).
The Court may also stay the arbitration pending theoutcome in the
pending matter. "If the court determines that a party to the
arbitration is also a
party to litigation in a pending court action orspecial
proceeding with a third party as set forth
under subdivision (c) herein, the court...(4) may stay
arbitration pending the outcome of thecourt action or special
proceeding." See CCP 1281.2(c)(4) (emphasis added).
There is a Possibility of Conflicting Rulings if Arbitration is
not Staved.
There isa possibility of conflicting rulings onthe common issues
of ownership inthe
Copyright of the AO Character, copyright infringement of the AO
Character, Respondents' right
to enter into agreements involving the AO Character and
Respondents' right to make certain
representations about their ability to enter into agreements
involving theAO Character if
arbitration is notstayed. For example, in the Pending Federal
Action, the Court may find that the
AO Character infringes the copyright of the Talking Orange
cartoon character and award
significant damages to H2M. Conversely, in the instant matter,
the arbitrator may simply find
that Petitioner breached the Agreement and never address the
copyright issue and whether
Respondents even had the authority to make certain
representations about the AOCharacter to
the Petitioner priortoentering into the Agreement. Therefore,
this Court should stay the
arbitration in the instant matter pending theoutcome of the
Pending Federal Action.
Indeed, theDistrict Court's ruling onthecopyright infringement
of the AO Character will
have a significant impact on the Parties' arbitration
proceedings inthe instant matter, including
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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the claims to be arbitrated. Respondents have represented that
they own the copyright in the AOCharacter and are free to enter
into the Agreement with the Petitioner. However, the District
Court's ruling may say otherwise, thus completely changing the
landscape ofthe Parties'arbitration proceedings, including the
claims brought by the Parties. If the District Court finds
copyright infringement by the AO Character, then Petitioner's
claims in the instant matter will gobeyond just a breach ofthe
Agreement. Petitioner's claims will include Respondents'
fraudulentmisrepresentations about its ownership in the AO
Character and its ability to enter into theAgreement as it relates
to the AO Character. ,
Trial in the Pending Federal Action is scheduled for June
15,2015. Given the possibilityofconflicting rulings, and the
importance ofthe court's finding in the Pending Federal Action,this
Court should exercise its discretion by ordering this matter stayed
until the Pending FederalAction is resolved.
UL CONCLUSION
For all ofthe foregoing reasons, Petitioner respectfully
requests that the Court grant this
Petition and apply Section 128.6 for the purposes ofselecting an
arbitrator and the stay the matterpursuant to CCP 1281.2(c)(4)
pending the resolution ofthe Pending Federal Action.
Dated: December 23, 2014 FREEDMAN & TAITELMAN, LLP
Bv:
Bryan J. FreemanBrian E. Turnauer
Attorneys for Petitioner Collective Digital Studios, LLC
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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INATIONWIDE LEGAL
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DECLARATION OF BRYAN J. FREEDMAN, ESQ.
I, Bryan J. Freedman, herebydeclare and state as follows
1. 1am an attorney at law, duly licensed to practice before all
courts in the State of
California, and am a partner in the law firm of Freedman &
Taitelman, LLP ("F&T"),attorneys of record for petitioner
Collective Digital Studio, LLC ("Petitioner" or "CDS") inthis
matter. I have personal knowledge of the facts stated herein and,
if called upon as a
witness, I couldand would competently testify as to theveracity
of such facts.
2. A true and correct copy of the written "Online Distribution
Agreement" entered
into on or about April 22, 2013 between Petitioner, on the hand,
and respondents Dane
Boedigheimer ("DB") and Annoying Orange, Inc. ("AO")
(collectively, DB and AO referredto herein as the "Respondents")
(the "Agreement"), on the other hand, is attached hereto asExhibit
"A."
3. The Agreement, in part, sets forth terms for the Petitioner
to be the "on-line
distributor" for, among other things, the Annoying Orange
cartoon character ("AOCharacter"), as well as the producer of
certaincontent, including content pertaining to the
AOCharacter.
4. On or about March 5, 2013, third party H2M, Inc., a North
Dakota corporation
("H2M"), filed a lawsuit in the District Courtof North Dakota,
Southeastern Division, againstDB, AO, Annoying Orange, LLC and
Spencer Grove, alleging claims for Federal Copyright
Infringement (17 U.S.C. S0l(a, Seizure and Impounding (17 U.S.C.
503) and UnjustEnrichment, case number 3:l3-cv-00031-KKK (the
"Pending Federal Action"). Here, H2Mclaims copyright ownership in
the AO Character and is seeking damages and injunction toprevent
the defendants from profiting off of their product.
5. A copy of the Complaint in the Pending Federal Action that my
office
downloaded from PACER is attached as Exhibit "B," to the
concurrently filed "request for
judicial notice" and incorporated by this reference.6. I am
informed that trial in the Pending Federal Action is set for June
15,2015.
PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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7. On orabout November 26, 2014, counsel for Respondents, Martin
Singer, filed
a "Statement ofClaims and Demand for Arbitration" ("Demand for
Arbitration") with ADRServices.
8. The dispute between the Parties involves, in part, which of
the Parties breached
the Agreement with respect to, among other things, the on-line
distribution of the AO
Character and the production of certain content, including
content concerning the AOCharacter, by Petitioner.
9. On December 19, 2014, 1 wrote to Mr. Singer and informed him
that the
Agreement does not name ADR Services as the administrative body
to govern arbitration
proceedings between the Parties. Further, I requested an in
person meeting with Mr. Singerfor the week of December 22, 2014, to
discuss the parameters for an arbitration between the
Parties, including the selectionof an arbitratorand
arbitrationvenue.
10. Acopy ofmy letter of December 19, 2014 isattached hereto as
Exhibit "C", andincorporatedby this reference.
11. The Parties have been unable to agree on an arbitrator,
arbitration venue or
forum, or arbitration rules.
12. On December 22, 2014, my office filed an objection to the
Demand forArbitration with ADR Services on the grounds that ADR
Services is not named as the
administrative body to govern the arbitration proceedings and
therefore ADR Services has noauthority to act.
13. A copy of Petitioner's objection is attached hereto as
Exhibit "D," andincorporated by this reference
I declare under penalty of perjury under the laws of the Stateof
California that theforegoing is true and correct. ,
Executed on this _Lf__ day of_(J^ff^flQ 14, at Los Angeles,
California.
Bryan J. Freedman
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PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY
ARBITRATION
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EXHIBIT "A"
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ONLINE DISTRIBUTION AGREEMENT
This Online Distribution Agreement (the "Agreement") is
effective as ofthe 22nd day ofApril, 20 i3 (the"Effective Date") by
and between Collective Digital Studio, LLC, a California limited
liability company,including its assignees, designees and affiliated
entities (collectively, "Distributor"), on the one hand,
andAnnoying Orange, Inc., including its affiliated entities, and
Dane Boedigheimer, an individual (or such entityduly designated by
Mr. Boedigheimer in writing) (collectively with Annoying Orange,
Inc. referred to hereinas "Producer"), on the other hand.
RECITALS
WHEREAS, Distributor is a leading and adequately capitalized
worldwide distributor ofdigital content ondigital andtraditional
platforms;
WHEREAS, Producer is the creator and exclusive owner of certain
videos and video content ("Content", asfurther definedherein);
and
WHEREAS, Producer desires to appoint and engage Distributor, and
Distributor desires to act as and.beengaged as Producer's exclusive
on-line distributor for the purpose of exploiting the Content on
digital Jplatforms; and \
I
WHEREAS, Producer has previously entered into a similar online
channel distribution agreement withDistributor dated April 22, 20!
I ("Previous Distribution Agreement"); andWHEREAS, the parties
hereto have agreed that the terms of the Previous Distribution
Agreement shall jcontinue until the Effective Date, following which
the Previous Distribution Agreement shall terminate, and all of the
terms of this Agreement shall take effect and supersede and replace
all of the terms of the Previous 'Distribution Agreement. !
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and undertakings set forth \herein, and other good and
valuable consideration, the parties hereby agree as follows: iI.
Definitions.
a. "Content" shall mean any and all audiovisual content created,
owned or controlled by Producer, andwhether or not any such
audiovisual content is funded by or on behalf Distributor, which
Producer intends to \exploit, or is otherwise, in fact, exploited,
initially on one or more Authorized Platforms (defined
below),including, without limitation, any Content (including, the
Distributor Funded Content (as defined in thisAgreement)) as may be
distributed on or through the websites and/or YouTube channels as
described iniy.ft'b'* Aattached hereto, and/or any and all other
websites and/or YouTube channels that may be created,developed
and/or acquired by Producer during the Term, and whether ornot such
websites and/or channels arefunded by or on behalf ofDistributor.
For purposes ofclarification, Producer intends or agrees that the
initialexploitation ofContent is on an Online Platform prior to
exploitation in any other form ofmedia.
b. "Online Rights" shall mean the right to stream, transmit,
exhibit, display, and/or distribute theContent on Authorized
Platforms (defined below).
c. "Authorized Platforms" shall mean the "internet", any
computer ormobile network, any platformon which videos can be
viewed within or accessed via a web browser, websites, social
networks, mobileplatforms, smartphones, tablet devices, television
sets via "connected devices" (such as Google TV, Boxee, orRoku), or
applications developed for mobile device marketplaces (such as the
Apple "App Store" or Google"Android Market") and any and all other
digital platforms whether now known or later developed. For
theavoidance of doubt, "Authorized Platforms" shall not include any
tiaditiona! form of television distributionnow known orhereafter
devised, including without limitation terrestrial, broadcast,
satellite cable and so-called
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1
video ondemand ("VOD"). All other rights ofdistribution are
reserved to Producer.
d. "Distribution Agreement" shall mean an agreement (including
amendments, addenda, and the like)between Distributor and a
Licensee (defined below) to distribute or sub-distribute Content on
AuthorizedPlatforms.
e. "Licensee^)" shall mean those parties who enter into a
Distribution Agreement for the purposes ofexhibiting, broadcasting,
transmitting, displaying, and/or distributing Content on Authorized
Platforms. Forpurposes ofclarification, such term shall include any
person or entity who acquires rights and/or obligationsunder a
Distribution Agreement, whether as asublicensee, successor
orassign.
f. "Distribution Revenues" shall mean any and all monies or
other considerations received by orcredited to Distributor (i)
which are paid by Licensees pursuant to Distribution Agreements,
whether suchpayments are characterized as license fees, royalties,
or otherwise, or(ii) which are otherwise derived from: (a)the
exploitation ofthe Online Rights, less any and all actual,
out-of-pocket hosting, server or ad serving costsincurred by or on
behalf ofDistributor in connection with the Content; provided,
however, that such costs shallnot be incurred in connection with
the YouTube channels described in Exhibit A: (b) the exercise of
theOnline Rights, (c) any websites and/or YouTube channels as
described in Exhibit Aattached hereto; and/or(d) any and ail other
websites and/or YouTube channels that may be created, developed
and/or acquired byProducer or through which the Content is
exhibited during the Term, Distribution Revenues shall
includeincome received by Distributor from YouTube and other
players, Producer's owned and/or operated websites,orother
destination or exhibition portals including websites directly
controlled by Producer and/or Distributor,including, without
limitation, from thewebsites and/or YouTube channels as described
in Exhibit A attachedhereto, and/or any and all other websites
and/or YouTube channels that may be created, developed
and/oracquired by Producer during the Term or through which the
Content is exhibited, whether in the form ofsubscription fees,
advertising revenue, purchase fees, rental fees, "partnership
program" revenue share, orotherwise. It is acknowledged that during
the Term, Distribution Agreements shall provide that Licensees
arerequired to direct all payments of Distribution Revenues to
Distributor; and Distributor shall be entitled toreceive all
Distribution Revenues.
g. "Territory" shall mean worldwide.
h. "Integrations" shall mean products or services integrated
into or configured in association with theContent for which
consideration is paid to Distributor. All Integrations shall be
subject to the approval ofProducer.
i. "Integration Revenues" shall mean any and all monies or other
considerations received by orcredited to Distributor from
Integrations, whether in the form of monies or barter
orotherwise.
2- Ownership/Grant of Rights.
a. Producer hereby grants and appoints Distributor the exclusive
distributor ofthe Content (includingDistributor Funded Content (as
defined below)) with respect to any and all Online Rights. During
the Term,Producer shall submit to Distributor all new content that
Producer intends for Distributor to finance.Distributor shall have
thirty (30) days following the date that Producer submits such
content to Distributor tonotify Producer in writing that Producer
shall finance such content. IfDistributor fails to notify Producer
inwriting ofits agreement to finance such new content within such
30-day period, then Distributor shall onlyhave the right to
distribute such new content if it shall be distributed on the
Annoying Orange or DaneboeYouTube channels as determined by
Producer in Producer's sole discretion. Without limiting the
foregoing,such rights shall include, but not be limited to, the
right to monetize the Content by distributing and/orlicensing the
exploitation of the Content for distribution and exploitation on
Authorized Platforms and topromote, negotiate, administer and
manage the Online Rights (including the execution of ail
DistributionAgreements) for the exploitation of the Content. In
furtherance of the foregoing, and solely to facilitateDistributor's
administration of the back-end and revenues for the Content,
Producer shall transfer to
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Distributor during the Term the control necessary for
Distributor toadminister all channels ofdistribution withrespect to
all Authorized Platforms, including all websites owned or
controlled by Producer or Producer'saffiliated entities, on which
the Content is exploited, including, without limitation, any and
all websites andYouTube channels as described in Exhibit Aattached
hereto, and including, without limitation, sole decisionmaking with
respect to the same; provided, however, notwithstanding the
foregoing, nothing contained hereinshall be deemed to transfer or
convey from Producer to Distributor any (i) rights concerning the
descriptions orlinks from or to the Content as they appear in the
Authorized Platforms or (ii) copyright or ownership interestin or
to the Content or in or to any Authorized Platforms on which the
Content is exhibited or exploited, exceptas otherwise provided for
in Paragraph 2(e) and 2(f) hereof. If Distributor is in material
default hereunder orupon expiration of the Term of this Agreement,
Distributor shall within two (2) business days return toProducer
administrative control over the Authorized Platforms. Distributor
agrees to execute, acknowledgeand deliver to Producer and/or any
third parry related to the Authorized Platforms any and all
documents,forms (whether in electronic format or otherwise) that
Producer deems necessary to effectuate the transfer toProducer of
administrative control over such Authorized Platforms. If
Distributor fails to do so within three(3) business days following
Producer's request, then Producer is hereby irrevocably appointed
as the attorney-in-fact for Distributor, which shall be a power
coupled with an interest with full rights ofsubstitution
anddelegation for the sole purpose of effectuating such transfer of
administrative control to Producer. Produceragrees to provide
Disrributor with any and all documentation executed in the name
ofDistributor pursuant tothis paragraph. Distributor acknowledges
and agrees that Producer shall retain one hundred percent
(100%)control solely over creative matters relating to the Content,
except that Producer agrees to meaningfullyconsult with Distributor
throughout the Term with respect to the same. Producer shall have
final approval overall programming decisions on all websites and
YouTube channels owned or controlled by Producer orProducer's
affiliated entities, including without limitation, programming
decisions in connection with third-partycontent thatDistributor
desires to distribute on suchwebsites and/orYouTube channels.
b. Producer hereby grants and appoints Disrributor the exclusive
right to procure, solicit and arrangeIntegrations (subject to
Producer's approval rights as described above).
c. Producer hereby grants Distributor the right to exploit
Producer's name and likeness (and the nameand likeness of its
principals) in order to market, promote and exploit the Content;
provided, however,Producer shall have the right to approve such
uses, such approval not to be unreasonably withheld. For
theavoidance of doubt, Distributor shall not be entitled to exploit
Producer's name or likeness except asspecifically related to the
Content.
d. Subject to any agreement previously entered into by Producer
with respect to the Content, Producerhereby grants Distributor the
first right of negotiation in connection with distributing the
Content in off-lineplatforms (i.e., non Authorized Platforms),
e.g., on TV, VOD, etc.; provided, however, Producer shall have
anapproval right as to ail such decisions, such approval not to be
unreasonably withheld. Producer shall provideto Distributor with
copies ofall previously entered into agreements regarding the
Content.
e. Subject to all of the terms hereof, Producer and Distributor
shall jointly own (on a sixty-fortypercent basis - i.e., sixty
percent (60%) to Producer and forty percent (40%) to Distributor)
any and all right,title and interest of every kind and nature in
and to the Distributor Funded Content (as defined herein
below)throughout the world in perpetuity, including, without
limitation all rights ofcopyright and any and all otherintellectual
property rights therein and thereto, all right, title and interest
in and to any development materials,scripts, programs, and
components (hereof in whatever stage of completion, created in
connection with theDisrributor Funded Content, as well as all ofthe
results and proceeds ofProducer's services in whatever stageof
completion, together with the rights generally known as the "moral
rights of authors". Subject to the termshereof, Producer
acknowledges and agrees that Distributor shall have exclusive,
irrevocable, universal,perpetual right, but not the obligation, to
produce, distribute, market, administer and exploit any and all
aspectsof the Distributor Funded Content, including any and all
development materials and any production(s)ancillary- or derivative
of the Distributor Funded Content, including, without limitation,
any subsequentproductions, and all components thereof in any
manner, whether now or hereafter known or created (andcollect one
hundred percent (100%) of any and all monies or revenues arising
therefrom for the purpose of
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administering and distributing such receipts in accordance with
the terms of this Agreement), and all suchrights, shall, for the
avoidance of doubt, include, without limitation, all of the
exclusive rights as set forth inthis Paragraph 2, including all of
the exclusive distribution rights. Further, for the avoidance of
doubt theparties acknowledge and agree that Distributor shall have
the complete authority to license, market and exploitthe
Distributor Funded Content (and/or any derivative thereof) and all
rights therein, or to refrain from sodoing, as Distributor may
choose in Distributor's sole discretion (and in consultation with
Producer) Forpurposes of this Agreement, the term "Distributor
Funded Content" shall mean any and all Content that isfunded in
whole or in part by or on behalf of Disrributor pursuant to the
Distributor Production Funds (asdefined in Paragraph 5below), and
which Content includes, without limitation, any and all new formats
and/ornew channels, and any and all elements thereof, including,
without limitation, any and all new charactersplots, storylines,
concepts and/or ideas. Producer and Distributor shall mutually
agree on Content which isDistributor Funded Content for the
purposes hereof.,
3. Term.
Subject to Paragraph 10 hereof, the term of the Agreement shall
commence on the Effective Date and continueuntil three (3) calendar
years thereafter ("Term").4. Pjoduction.of Conjent. Throughout the
Term, Distributor shall have the exclusive right to finance
theproduction of any or all Content from Distributor's funds
("Distributor Production Funds"), as Distributordetermines in its
sole discretion; provided, however, Distributor shall not have the
exclusive right to financethe production of new Annoying Orange
content. Distributor shall provide no less than $500,000
annuallythroughout the Term as Distributor Production Funds, which
can be used by Producer towards infrastructureequipment, personnel
or such other actual out-of-pocket costs necessary to produce the
Content. Producershall submit to Distributor written details of the
infrastructure costs and Content that Producer wishes toproduce
using Distributor Production Funds prior to commencing production
of such Content. Producer willhave final creative approval over
Distributor Funded Content; provided, however, Producer shall
meaningfullyconsult with Distributor on ail creative matters. If
Distributor decides not to fund Content submitted byProducer as
provided herein, then Producer may produce such content without
further obligation toDistributor; provided, however, that
Distributor is given reasonable time (not to exceed 30 days) to
considerthe proposed project and affirmatively rejects the proposal
in writing (an e-mail from Distributor to Producershall
suffice).
5. Compensation to Producer
Subject to all the terms of this Agreement, and provided that
Producer is not in breach or default hereofProducer shall be
entitled to the following:
a- Guaranteed Revenue S,hare Payment.
-, ,M , ^ Ttal Payment- Producer shall receive a total
guaranteed revenue share payment of$1,700,000 for the first year
ofthe Term, 21,850,000 for the second year of the Term, and $2,000
000 for thethird year of the Term (each a"Guaranteed Revenue Share
Payment"), payable monthly and fully recoupabiefrom any and all of
Producer's Revenue Share (as defined herein below) payable
hereunder. Upon executionot this Agreement by Producer and delivery
of same to Distributor, Distributor shall pay Producer $500 000
asan advance from the Guaranteed Revenue Share Payment due for the
first year of the Term. Distributor shallreconcile on an annua!
basis any discrepancy between (x) actual pavments made to Producer
monthlv fromProducer's Revenue Share and (y) the Guaranteed Revenue
Share Payment and remit the difference (if any) toProducer on an
annual basis, but not less than thirty (30) days after the
anniversary ofthe Effective Date andno more than 60 days following
the anniversary ofthe Effective Date.
^ Content Commitment. The parties understand and agree that the
Guaranteed Revenuebnare Fayment is contingent upon (I) Producer
creating and producing aminimum of fifty-two (52) contentitems
annually on mmMMhMmlmmmmm and twenty-five (25) content items
annually on
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www.youtube.corn/daneboe during the Term of aquality and
duration consistent with the content produced byProducer during the
previous year prior to the Effective Date; and (2) Producer not
unreasonably withholdingapproval for Integrations procured,
solicited and arranged by Distributor.
,b' Contingent Compensation for non Distributor Funded Content.
Ashare of Distribution Revenues,Integration Revenues and/or
Advertising Revenues (ifany) with respect to non Distributor Funded
Content(which for the avoidance of doubt includes any new Annoying
Orange content and the 25 Daneboe videos),solely as follows:
(i) Distribution Revenues. An amount equal to seventy percent
(70%) ofall DistributionRevenues ("Producer's Distribution Revenue
Share") with Distributor retaining as compensation thirty
percent(30%) ofall Distribution Revenues (the "Distribution
Fee").
(ii) Integration Revenues. An amount equal to seventy percent
(70%) of all IntegrationRevenues ("Producer's Integration Revenue
Share") with Distributor retaining as compensation thirty
percent(30%) ofall Integration Revenues (the "Integration
Fee").
(iii) Advertising Revenues. As to the revenue from any and all
advertising sales("Advertising Revenues") made directly by
Distributor (i.e., there are no "middlemen" commissioning
orotherwise charging fees on such revenue), an amount equal to
seventy percent (70%) of all AdvertisingRevenues ("Producer's
Advertising Revenue Share") with Distributor retaining as
compensation thirty percent(30%) ofall Advertising Revenues (the
"Advertising Fee").For the avoidance ofdoubt, all revenues shall be
characterized as either Distribution Revenues, IntegrationRevenues
or Advertising Revenues, For purposes of this Agreement,
"Producer's Distribution RevenueShare", "Producer's Integration
Revenue Share" and "Producer's Advertising Revenue Share"
shallcollectively be referred to herein as "Producer's Revenue
Share". Further, and for the purposes of thisAgreement, "Producer's
Revenue Share" and "Producer's New [P Revenue Share" shall
collectively bereferred to herein as"Producer's Contingent
Compensation".
c Compensation to Producer for Distributor Funded Content. An
amount equal to sixty percent (60%)of the non-returnable,
non-refundable, non-contingent gross receipts actually received or
credited to andretained by Distributor in US Dollars in the United
States (but excluding any reasonable and customaryproducer fees
received by or on behalf of Distributor in connection with the
Distributor Funded Content)resulting solely and directly from the
exploitation of the Distributor Funded Content ("Producer's New
IPRevenue Share"), but only following the deduction by Producer
from such gross receipts of (I) any mutuallyapproved payments or
participations required to be paid to any third-party distributor,
broadcaster or financieror any third party, including, without
limitation, any agency packaging fee(s), (2) any and all actual
third-partyout of pocket expenses incurred by Distributor directly
in connection with the Distributor Funded Content,including any and
all costs incurred in connection with the development, production,
marketing, promotion^distribution and/or other exploitation of the
same, including, without limitation any and all of
Distributor'sProduction Funds, and (3) eight percent (8%) of all
Integration Revenues and Advertising Revenuesattributable to the
exploitation ofthe Distributor Funded Content. For the avoidance of
doubt, Distributor shalldeposit Producer's share of any funds
blocked pursuant to a foreign government's applicable rules
orregulations in a bank account in such territory under Producer's
name and Producer shall have full rights andaccess tosuch funds,
subject tothe laws ofsuch jurisdiction.
d- firant ofUnits.. Producer is hereby granted as ofthe
Effective Date an option to acquire 750,000Units under
Distributor's Long Term Incentive Plan (the "LTIP"), with an
exercise price per Unit equal to$0.20. Such option shall be
exercisable as to one-quarter (1/4) of such Units as of and after
the Effective Date,as to one-half (1/2) ofsuch Units as ofand after
the first (1st) anniversary ofthe Effective Date, as to
three-quarters (3/4) ofsuch Units as ofand after the second (2nd)
anniversary ofthe Effective Date, and as to all ofsuch Units as of
and after the third (3rd) anniversary of the Effective Date.
Notwithstanding the foregoing,
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Producer shall be entitled to exercise all or any portion of
suchoption from and after notice by Distributor ofthe pendency of a
Liquidity Event or Extraordinary Dividend as defined in the LTIP,
which notice shall begiven no later than ten (10) business days
prior to a Liquidity Event or Extraordinary Dividend. The
grantherein will constitute an "Award Agreement" for purposes of
the LTIP. The Units will be subject in allrespects to the terms'and
conditionsof the LTIP. Within sixty (60) days of a Liquidity
Eventor ExtraordinaryDividend as defined in the LTIP, Producer
shall beentitled to an additional feepayable incash for
Producer'sservices rendered during the Term equal to one hundred
and fifty thousand U.S. dollars (5150,000), which forthe avoidance
of doubt may be applied at Producer's election to the exercise
price of the options grantedherein.
6. Un-crossed Recoupment, Prior to Distributor paying through to
Producer any of Producer's Revenue Sharehereunder, and without
limitation to any recoupment pursuant to Paragraph 5(c) above,
Distributor shall beentitled to first recoup therefrom all of the
Guaranteed Revenue Share Payment; provided, however, that
theGuaranteed Revenue Share Payment is not recoupable from the New
IP Revenue Share. Prior to Distributorpaying through to Producer
any of Producer's New IP Revenue Share, Disrributor shall be
entitled to firstrecoup therefrom all of Distributor's Production
Funds paid by or on behalf of Distributor to Producerhereunder;
provided, however, that Distributor's Production Funds are not
recoupable from Producer'sRevenue Share.
7. Accounting. Provided that Producer is not in breach ordefault
of thisAgreement, and subject at all times toall of the terms
hereof, including any and ai! recoupment provisions assetforth in
this Agreement, Distributorshall pay to Producer Producer's
Contingent Compensation (if any), as aforesaid, on a monthly basis;
that is,by the fifteenth (15th) day of the month following
forty-five (45) days after the receipt of the applicableProducer's
Contingent Compensation during the Term (and thereafter insofar as
Distribution Revenues,Integration Revenues and/or revenues relating
to the Distributor Funded Content are collected by
Distributor).Notwithstanding the foregoing, Distributor may, at
Distributor's election, from time to time, pay ProducerProducer's
Contingent Compensation ona more frequent basis, butDistributor
shall notbethereafter obligatedto continuesuch practice.
8- Royalty Reports and Records
a. Books and Records. Distributor shall maintain accurate
andup-to-date books andrecords regardingtheactivities hereunder,
including each License Agreement.
b. Reports. Distributor shall provide to Producer with each
payment of Producer's ContingentCompensation (if and as applicable)
a report setting forth the revenues received by Distributor during
thepreceding quarter, the sources thereof (i.e., the parties that
paid the same) and other pertinent information.Distributor shall
also send copies to Producer ofany income reports from any third
parties regarding any oftheabove revenues. Producer shall have the
right toaudit any of Distributor's reports and Producer shall
provideat least 30 days written notice in advance ofany such audit.
No such audit may beconducted for any report orfor any period
covering such report after two (2) years following the date
ofreceipt by Producer ofsuch report.Producercovenants and agrees
that all information in connection withsales shall be maintained as
confidentialby Producer.
9- Expiration and Termination
a. Expiration. This Agreement shall expire at theend of the Term
pursuant to Section 3 above unlessrenewed as provided therein.
b. Termination. This Agreement shall be subject to early
termination if any of the following eventsoccurs:
(i) By either party if the other party commits a material breach
of the Agreement, whichbreach isnot cured by thebreaching party
within thirty (30) days following its receipt ofwritten notice
ofsuch
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breach from the terminating party,
(u) By either party ifthe other party becomes insolvent, files
for bankruptcy or has its assetsassignedto a receiver for the
benefit of its creditors.
(iii) By either party, if the other party commits fraudulent or
illegal conduct resulting in amaterial adverse effect on the
terminating party.
d. Survival of Distributor's Right to Share Revenues. It is
agreed that, notwithstanding the earlytermination or natural
expiration of this Agreement (but not in the event of an actual
termination of thisAgreement based on an uncured material breach by
Distributor of this Agreement), Distributor's right toreceive
Distribution Revenues and retain its share of such Distribution
Revenues, and Distributor's right toreceive Integration Revenues
and Advertising Revenues as aforesaid and retain its Integration
Fee andAdvertising Fee, shall continue for any particular
Distribution Agreements and Integrations and AdvertisingRevenue for
so long as any those Distribution Agreements and Integrations and
Advertising Revenues remainin force and effect (e.g., with respect
to Distribution Agreements, as long as the Licensees ofthose
DistributionAgreements continue to pay fees in accordance with such
Licensing Agreements, whether pursuant to terms ofthe initial
Distribution Agreements or to any renewals, modifications or
extensions thereof; provided, however,Distributor shall not derive
the benefit of any improved terms (e.g., increased royalty
percentages or payments)negotiated by Producer or Producer's other
representatives following the termination or expiration of
thisAgreement. If Distributor breaches for failure to pay, and
fails to cure within ten (10) business days afterbeing notified of
such breach, then, in addition to any other rights that Producer
may have pursuant to terms ofthis Agreement, at law or in equity,
Producer shall have the option to terminate the distribution rights
grantedin this Agreement and Disrributor shall quitclaim the
ownership rights to any Distributor Funded Content thathas not in
fact been financed by Distributor's Production Funds,
e. Producer acknowledges and agrees that neither Distributor's
ownership ofany Distributor FundedContent nor any grant ofrights to
Distributor in connection therewith shall be affected, limited or
terminated inany way by termination, expiration or cancellation of
this Agreement for any reason, and Distributor's rights inand to
any and all Distributor Funded Content shall continue in
perpetuity, notwithstanding any suchtermination, expiration
orcancellation ofthis Agreement.
10- EosKTjarm^^ If, during the Term of this Agreement and in the
ordinary course ofDistributor providing the services contemplated
hereunder, Distributor has commenced negotiations with aprospective
Licensee who has expressed abona fide interest in licensing,
distributing, or otherwise exhibitingthe Content (a "Bona Fide
Opportunity"), but either (A) such Licensee or prospective License
Agreement isrejected by Producer or (B) an agreement with such
prospective Licensee is not executed for any reason duringthe Term
of this Agreement, and if within nine (9) months after the
termination or expiration of thisAgreement, Producer or Producer's
authorized licensee or representative and the prospective
Licenseeidentified by Distributor enter into an agreement to
proceed with the Bona Fide Opportunity, Distributor shallbe
entitled to receive the applicable fees above (i.e., Distribution
Fee, Integration Fee and Advertising Fee)relative to such
relationship as provided under this Agreement. Distributor shall
provide to Producer a list ofall prospective Licensees upon the
expiration or termination ofthis Agreement.
11 Representations and Warranties: Indemnifications
a. By Distributor. Distributor represents and warrants (i) that
Distributor is a company in goodstanding, with the full right,
power and authority to enter into this Agreement and to perform the
servicespromised hereunder, (ii) that Distributor will indemnify,
defend and hold Producer harmless from any and alldamages,
liabilities, actions, causes of action, claims, costs and expenses,
including, but not limited to,reasonable outside attorneys' fees
(collectively, "Claims"), arising from any breach by Disrributor of
theaforesaid representations and warranties.
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b. By Producer. Producerrepresents, warrants and undertakes (i)
that it has the full right, power,andauthority to enter into this
agreement without obtaining the permission of, or making any
payments to, anythird party or entity, and to grant all the rights
granted hereunder free of any claims, liens, demands
orencumbrances, (ii) it has not granted and will not grant nor
exerciseduring the Term of this Agreement anysuch rights which
would conflict with or impair the rights, privileges, duties and
responsibilities of Distributorunder this Agreement; (iii) the
Content is or shall be original to Producer; (iv) the Content shall
produced infull compliance with anynetwork or platform terms
andconditions; (v) (heContent, theuse thereof and/or
anyexploitation of the Online Rights shall not infringe on any
rights of any third-party, including, withoutlimitation, any and
all intellectual property rights; (vi) Producer knows of no
material claims, nor basis forsuch claims, which may affect the
ownership or validity of the Content; and (vii) Producer has the
requisiteauthority as of the Effective Date to grant all rights in
and to the Contentas contemplated hereunder. Producershall
indemnify and hold Distributor harmless from any and all Claims
arising out of (a) any breach of theaforesaid representations and
warranties and(b) any claims of infringement by third parties upon
their rightsarising from Distributor's authorized actions
hereunder.
12.Confidentiality. The terms and conditions of this Agreement
are confidential and shall not be disclosed byeither party (or any
of its employees, officers, directors, agents or other
representatives) to any third partywithout the other party's prior
writtenconsentexcept as may be required to be disclosed by
applicable law orlegal process; provided that any party disclosing
the terms of this Agreement as required by law or legalprocessshall
notify the other partyat least five (5) days prior co
suchdisclosureso as to allow such other partyan opportunity to
protect such terms through protective order or otherwise.
Notwithstanding the foregoing,The Collective may disclose the terms
and conditions of this Agreement to its Licensees and
theirrepresentatives if such clients (and on behalf of their
representatives) agree, in writing, to maintain theconfidentiality
of this Agreement. The Collective shall not be liable for any
breach of the foregoingconfidentiality obligations byany of
itsclients or their representatives. Any breach of this paragraph
byeitherparty shall be deemed a material breach of this Agreement,
which will entitle the non-breaching party toterminate the Term by
written notice to the breaching party; provided that, such
termination right shall notapply to a Collectiveclient's (or its
representative's) disclosure, so long as Collective has
otherwisecompliedwith its obligations pursuant to this paragraph.
For purposes of clarification, Producer acknowledges andagrees that
any and all Distribution Agreements are deemedto be confidential
information and the same shallbe subject to the sameconfidentiality
provisions as set forth above.
13. Notices. Statements and Payments. All notices, statements,
or payments to be made hereunder shall begiven to or made at the
respective addresses of the parties as set forth below unless
written notification of achange of address is given to the
otherparty. All notices and communications required or permitted
under thisAgreement shall be given by addressing them as indicated
below and by delivering them by certified orregistered mail, return
receipt requested, postage prepaid or through a national overnight
courier service (e.g.,FedEx) and shall beeffective as of thedateof
receipt of such notice by theotherparty.
As to Distributor: 8383 Wilshire Blvd., Suite 1050, Beverly
Hills, CA 90211
As to Producer:
14. Miscellaneous
a. Entire Agreement/Waiver. This Agreement contains the entire
understanding between the partiesand supersedes all prior
agreements, representations and undertakings whether oral or
written. It mayonly bemodified, supplemented or altered by a
writing signed by bothparties. No failure or delayon thepart of
eitherparty ininsisting on compliance herein or inexercising any
right, power orremedy hereunder shall operate as awaiver or
modification thereof; nor shall any single or partial exercise of
any such right, power or remedyhereunder, preclude anyotheror
further exercise or anyother right, power or remedy hereunder.
b. Validity of Agreement. In case any term of this Agreement
shall be held invalid, illegal, orunenforceable in whole or in
part, neither thevalidity of the remaining part of such term
northevalidity of any
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r'-
other terms shall be affected thereby.
c. Arbitration; Choice of Law. Any and all such disputes arising
under this Agreement shall begoverned by the laws of the State of
California without regard to conflicts oflaws and be settled by
bindinoarbitration. "
d. Headings, The headings contained in this Agreement are for
convenience only, and shall not beused tointerpret orconstrue any
substantive provisions hereof.
e. Force Majeure. If either party is prevented from performing
any obligation hereunder by reason ofan Act of God, insurrection,
fire, explosion, strike, labor dispute, casualty accident, lack or
failure oftransportation facilities, failure of suppliers or other
third parties, flood, war, civil commotion, or any law,order or
decree of any government or subdivision thereof or any other cause
beyond its reasonable control("Force Majeure"), then such party
shall be excused from performance hereunder to the extent and for
theduration of such Force Majeure and such amount of time
reasonably necessary to recover, provided the partynotifies the
other party ofthe existence ofthe Force Majeure.
f. No Joint Venture. This Agreement creates no partnership,
employment, joint relationship, jointventure, master-servant, or
mutual responsibility on behalf ofone party for the debts or
liabilities ofthe other.The parties agree that Distributor is
acting as an independent contractor and that any Distributor
employees arein no sense the employees, agents or servants
ofProducer. Neither party shall have the power to bind norobligate
the other, except asexpressly setforth herein.
g. Assignment. This Agreement shall net be assigned,
sub-licensed, mortgaged, divided or otherwiseencumbered by either
party without the prior written permission of the other party,
provided, however, thatDistributor shall have the right to assign
this Agreement to any successor entity or, pursuant to
anyreorganization, consolidation, combination, or merger, to any
corporation, partnership or other firm, as long assaid successor
assumes this Agreement in writing, is both capable of, and
contractually bound to perform allthe terms and conditions hereof
and appropriately discharge all of Distributor's obligations in
this Agreement.It is acknowledged that the restriction on
assignment shall not in any way interfere with or limit
Distributor'sright in its sole discretion to engage
sub-distributors to render or exercise any ofthe services described
herein.
h. Conflict Acknowledgment, Waiver of Claims and Waiver of
Commissions: Produceracknowledges that certain of the principals of
Distributor are also the principals of The Collective
ManagementGroup, LLC, amanagement company that manages the career
of Producer pursuant to aseparate managementagreement (the
"Management Agreement") between Producer and The Collective; and
that, as aconsequenceof the foregoing, aconflict of interest exists
or may hereafter exist. Notwithstanding such conflict or
potentialconflict, Producer has determined that (i) its interests
are served by Distributor notwithstanding the conflict(ii) Producer
has no objection to the conflict of interest and (iii) Producer
will not make any claim to terminate!rescind or modify this
Agreement or the Management Agreement based solely on the fact that
a conflict orpotential conflict exists. Furthennore, it is agreed
that, as a condition ofsuch waiver, Distributor shall causeThe
Collective Management Group, LLC to waive its right to commission
by virtue of the ManagementAgreement any of the Distribution
Revenues earned and received by Producer under the terms of
thisAgreement.
i. Engagement ofCounsel: Producer represents and warrants that
Producer has been advised of itsright to seek legal counsel of its
own choosing in connection with the negotiation and execution of
thisAgreement and Producer has been given a reasonable time to
engage such counsel. Producer irrevocablyagrees that the failure
ofProducer to retain the services of an attorney to review and
negotiate this Agreementshall not thereafter be used by Producer as
the basis for termination or modification of this Agreement.IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed and effective as oftheEffective Date.
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Producer: Annoying Orange, Inc.
By: \ ___
Producer: Dane Boedigheimer
NATIONWIDE LEGAL
Distributor: Collective Digital Studio, LLC
CXk)
THE COLLECTIVE MANAGEMENT GROUP, LLC ("THE COLLECTIVE") THE
ENTITY WHICHMANAGES PRODUCER PURSUANT TO ASEPARATE MANAGEMENT
AGREEMENT BETWEENTHE COLLECTIVE AND PRODUCER, HEREBY AGREES TO
WAIVE ITS RIGHT TO COMMISSIONON ANY OF THE DISTRIBUTION REVENUES
EARNED AND RECEIVED BY PRODUCER UNOERTHETERMSOF THIS AGREEMENT.
THE COLLECTIVE
Name: jj^ ^7 ^Title: fkth^^
10
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http .//www, youtube.com/annoyineoranee
http://www.youtube.com/daneboe
EXHIBIT A
11
25
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EXHIBIT C
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EXHIBIT "C"
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FREEDMAN + TAITELMAN, LLPATTORNEYS AT LAW
1901 AVENUE OF THE STARS. SUITE 500LOS ANGELES, CALIFORNIA
90067-6007
TEL: (310} 201-0005FAX: (3 10) 201-0045
E-MAIL: lifrccilrmin'iWrtlp.con!
BRYAN j.RU-EDMAN
December 19,2014
Via Email: [email protected] and Via Messenger
Mr, Martin D. Singer, Esq.LaveIy & Singer2049 Century Part
EastLos Angeles, CA 90067-2906
Re: Dane Boedigheimer and Annoying Orange, Inc. v. Collective
Digital Studio, LLCMeetand confer regarding the selection of
arbitrators and arbitration forum
Dear Marty:
I am in receipt ofyour December 16, 2014 letter requesting that
I inform you whether myclient will agree to arbitrate this dispute
before ADR Services ("ADRS") and the ADRSrules.
OUR FILE NUMBER1651.6
To be clear, and as you are well aware, the "Online Distribution
Agreement"("Agreement") entered into between our clients does not
name ADRS as theadministrative body to govern arbitration
proceedings betvveen^our clients. While myclient agrees to
arbitrate this dispute, certain parameters such as the selection
ofarbitratorand arbitration forum must first be discussed. Iam
happy to meet with you at your officeearly next week to discuss
these parameters. As of now, I can meet you on Tuesday,December 23
or Wednesday, December 24, Please let me know what works for
you.
This letter is not intended to constitute., nor shall it be
deemed to constitute, a fullstaiement: ofall facts, rights or
claims relating to this matter, nor is it intended, nor shouldit be
construed, as a waiver, release, or relinquishment ofany rights or
remedies availableto my client.
Very truly yours,
FREPBMAN - TAITELMAN, LLP
Bryan J. Freedman, Esq.
2083-1
-
I'O
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EXHIBIT D
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EXHIBIT "D"
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NATIONWIDE LEGAL
FREEDMAN +TAITELMAN, LLPATTORNEYS AT LAW '
1901 AVENUE OFTHE STARS, SUITE500LOS ANGELES,CALIFORNIA
90067-6007
TEL: (310) 201-0005FAX: (310) 201-0045
E-MAIL: bfrcc([email protected]
BRYAN J, FREEDMAN
December 23, 2014
Via Messenger
Ms. Theresa AslinArbitration CoordinatorADR Services, Inc.1900
Avenue of the Stars, Suite250Los Angeles, CA 90067
OUR FILE NUMBER1651.6
Re: Dane Boedigheimer and Annoying Orange, Inc. v. Collective
Digital Studio, LLCDemand for ArbitrationADRS Case No. 14-7458
OBJECTION TO DEMAND FOR ARBITRATION
Dear Ms. Aslin:
This firm represents Collective Digital Studio, LLC (the "CDS")
in connection with theabove-referenced dispute. As such, all future
communications shall be with this officeonly.
On or about November 26, 2014, Dane Boedigheimer and Annoying
Orange, Inc. filed aDemand for Arbitration with your office
claiming damages in excess of $700,000 fromCDS. On December 5,
2014, ADR Services sent a letter to the parties requesting thatthey
select one often arbitrators by Monday, December 29. 2014.
The Demand for Arbitration states that the demand is made
pursuant to the "OnlineDistribution Agreement between Claimants and
Respondents dated as of April 22, 2013"(the "Agreement"). The
Agreement is attached to the Demand for Arbitration as
Exhibit"A."
The arbitration provision in the Agreement is found at paragraph
14 c. and states asfollows:
c. Arbitration; Choice of Law. Any and all such disputes
arisingunder this Agreement shall be governed by the laws ofthe
State of
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99990 NATIONWIDE LEGAL
Ms. Theresa AslinRe: Collective Digital Studio, LLC adv.
Annoying Oratwe Inc el al
December 23, 2014 ''Page 2
California without regard to conflicts of laws and be settled
bybinding arbitration.
ADR Services is not named as the administrative body to govern
the arbitrationproceedings Therefore, ADR Services lacks any
jurisdiction to consider this matterpursuant to the terms stated
herein and pursuant to Exhibit "A." As such we respectfully'request
and expect ADR Services to immediately withdraw from this dispute
based onthe reasons set out in this letter.
This letter is not intended to constitute, nor shall it be
deemed to constitute afullstatement of all facts, rights or claims
relating to this matter, nor is it intended, nor shouldit be
construed, as awaiver, release, or relinquishment of any rights or
remedies availableto my client.
Very truly yours,
FRE^DrVJkN +TAITELMAN, LLP
Bryan J. Freedman, Esq.
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00/00/2014 10:23:30 FAX 2132499990^
ATTORNEY OR PARTY WITHOUT ATTORNEY (Name. Slew ear number, ana
address',:"Bryan J. Freedman (SBN.151990)Brian E. Turnauer
(SBN214768)Freedman + Taitelman, LLP1901 Avenue of the Stars, Suite
500Los Angeles, CA 90067
TELEPHONE NO.: 310-201-0005 FAX NO.:
310-201-0045ATTQHNEYpQRf.va.TC), Collective Digital Studio.
LLCSUPERIOR COURT OF CALIFORNIA, COUNTY OF Lo S Ange 16S
street address: 111 North Hill streetMAILING ADDRESS:
cityandzip code: Los Angeles, CA 90012branch name: Central
CASE name: Collective Digital Studio, LLC v. DaneBoedigheimer
and Annoying Orange, Inc.
_ CIVIL CASE COVER SHEETIJG Unlimited Limited
(Amount (Amountdemanded demanded isexceeds $25,000) $25,000 or
less)I
Complex Case DesignationCounter [ ] Joinder
Filed with first appearance by defendant(Cal. Rules of Court,
rule 3.402)
FOR COURT USE ONLY
SuperiorCourtOfCaliforniaCoonty OfLos Alleles
DEC 23 201*
CM-011
Ry S^g*? .Deputy'IoALot
CASE NUMBER:
JUDGE:
OEPT:
Bb'152232
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 Contract Provisionally Complex Civil Litigationr IAuto
(221 | | Sreach ofcontract/warranty (06) (Cal. Rules of Court,
rules 3.400-3.403)1 1Uninsured motorisl (46) [ j Rule 3740
collections (09) [ i Antitrust/Trade regulation (03)Other PI/PO/WD
(Personal Injury/Property i ~] Other collections (0S1 Q ]
Construction defect (10)Damage/Wrongful Death) Tortd] Asbestos
(04)
lH Insurance coverage (18) [ 1 Mass tort (40)f "lOther contract
(37) I | Securities litigation (28)
l~ .1 Product liability (24) Real Property I |
Environmental/Toxic tort (30)i | Medical malpractice (45) [ j
Eminent domain/Inverse 1 1Insurance coveraqe claims arisinq from
theL._ J Other PI/PO/WD (23) condemnation (14) above lisied
provisionally complex caseNon-PI/PD/WD (Other) Tort | | Wrongful
eviction (33) types (41)i J Business tort/unfair business practice
(0?) I | Other real property (26) Enforcement of JudgmentL j Civil
rights(08) Unlawful Detainer i J Enforcement ofjudgment (20)I
jOefamation(13) f ICommercial (31) Miscellaneous Civil Complaint1 i
Fraud(161 I I Residential (32) 1 1RICO (27)i 1Intellectual property
(19) Drugs (38) i j Other complaint (nol specified above) (42)I
IProfessional negligence (25) Judicial Review Miscellaneous Civil
PetitionI !Other non-PI/PD/WD tort (35) C ] Asset forfeiture (05) i
| Partnership and corporate governance (21)Employment | i Petition
re: arbitration award (11) i_Xj Other petition (not specified
above) (43)[ IWrongful terminalion (36) i__J Wril ofmandate (02)L |
Other employment (15) | | Otherjudicial review (39)Thiscase [ j is
LiD is not complex under rule 3.400 of the California Rules of
Court. If the case is complex, mark thefactors requiring
exceptional judicial management:a CZj Large number of separately
represented parties d. LI] Large number of witnessesb L i Extensive
motion practice raising difficult or novel e. (ZZl Coordination
with related actions pending in one or more courts
issues that will be time-consuming to resolve in other counties,
states, or countries, or in a federal courtc LZj Substantia! amount
of documentary evidence f. L~j| Substantial postjudgment judicial
supervision
3. Remedies sought (checkailthat apply): a
(TYPE OR PRINT NAME)
L J monetary b, [_X ] nonmonetary; declaratory or injunctive
relief c. 1 I punitive4. Number of causes of action (specify): 15.
This case I"""""] is LXJ is not aclass action suit. /"~\6. If there
are any known related cases, file and serve a notice of related
case. (YompayysefarrriPM^OISiDate: 12/23/2014 " "'Brvan J. Freedman
(SBN151990)
(SIGNATURE CF PARTY OR ATTORNEY FOR PARTY]
NOTICEPlaintiff must file this coversheet with the first paper
filed inthe action or proceeding (exceptsmall claims cases or cases
filedunder the ProbateCode, Family Code,or Welfare and Institutions
Code). (Cal. Rules ofCourt, rule 3.220.) Failure tofile may
resultin sanctions.File this cover sheet in addition to any cover
sheet required by local court rule.ifthis case is complex under
rule 3.400 et seq. ofthe California Rules ofCourt, you must serve a
copy of this cover sheetonallother parties to the action or
proceeding.Unless this is a collections case under rule 3,740or a
complex case, thiscoversheet will be used for statistical
purposesonly.
. Pago 1 of 2form Adopted foeMandmoryUse
Judicial Council of CaliforniaCM-OtOjRov Jul)/ t 2007J
CIVIL CASE COVER SHEETSdyCWS
Cal. Rulaa of Court, rulss 2.30, 3 220. 3.4O0-3.403,
3.740;,t-,o- Cal, Standards a! JudicialAdministration, sld.
3.10IUS
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00/00/2014 10:23:30 FAX 2132499990^ NATIONWIDE LEGAL
INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET CM-010To
Plaintiffs and Others Filing First Papers, If you are filing a
first paper (for example, a complaint) in a civil case you
mustcomplete and file, along with your first paper, the Civil Case
Cover Sheet contained on page 1. This information will be used to
compilestatistics about the types and numbers of cases filed. You
must complete items 1through 6on the sheet In item 1 you must
checkone box for the case type that best describes the case. If the
case fits both a general and amore specific type of case listed in
item 1check the more specific one. If the case has multiple causes
of action, check the box that best indicates the primary cause of
action'To assist you in completing the sheet, examples of the cases
that belong under each case type in item 1are provided below
Acoversheet must be filed only with your initial paper. Failure to
file acover sheet with the first paper filed in acivil case may
subject aparty itscounsel, or bothto sanctions under rules 2.30 and
3.220of the California Rulesof Court,To Parties in Rule 3.740
Collections Cases. A'collections case" under rule 3.740 is defined
as an action for recovery of money owedin a sum stated to be
certain that is not more than $25,000, exclusive of interest and
attorney's fees, arising from a transaction in whichproperty,
services, or money was acquired on credit, Acollections case does
not include an action seeking the following- (1) tortdamages (2)
punitive damages, (3) recovery of real property, (4) recovery of
personal property, or (5) a prejudgment writ of attachmentThe
identification of a case asa rule 3,740 collections case on this
form means that it will be exempt from the general
time-for-servicerequirements and case management rules, unless
adefendant files a responsive pleading. Arule 3.740 collections
case will be subjectto therequirements for service and obtaining a
judgment in rule 3.740.To Parties in Complex Cases. In complex
cases only, parties must also use the Civil Case Cover Sheet to
designate whether thecase is complex. If a plaintiff believes the
case is complex under rule 3.400 of the California Rules of Court
this must be indicated bycompleting the appropriate boxes in items
1and 2. If a plaintiff designates a case ascomplex, the cover sheet
must be served with thecomplaint on all parties to the action,
Adefendant may file and serve no later than the time of its first
appearance a joinder in theplaintiffs designation,
acounter-designation that the case is not complex, or, if the
plaintiff has made no designation adesignation thatthe case is
complex.
Auto Tort
Auto (22)~-Personal Injury/PropertyDamage/Wrongful Death
Uninsured Motorist(46) (itthecase involves an uninsuredmotorist
claimsubject toarbitration, check this iteminstead of Auto)
Other PI/PDAfVD (Personal Injury/Property Damage/Wrongful
Death)Tort
Asbestos (04)Asbestos Property DamageAsbestos Personal
injury/
Wrongful OeathProduct liability (notasbestos or
toxic/environmental) (24)Medical Malpractice (45)
Medical Malpractice-Physicians &Surgeons
Other Professional Health CareMalpractice
Other PI/PD/WD (23)Premises Liability (e.g., slip
and fall)Intentional Bodily Injury/PD/WO
(e.g., assault, vandalism)Intentional Infliction of
Emotional DistressNegligent Infliction of
Emotional Distress''" Other PI/PD/WOl>fon-PI/PO/WD (Other)
Tort
Business Tort/Unfair BusinessPractice (07)
l, .Civil Rights (e.g., discrimination,false arrest) (not
civil
U' harassment) (08)Defamation (e.g., slander, libel)
(13)(...Fraud (16).... intellectual Property (19)'-Professional
Negligence (25)I Legal Malpractice
Other Professional Malpractice('- (not medical orlegal}
Other Non-PI/PD/WD Tort(35)Employment
Wrongful Termination(36)Other Employment (15)
CM.OlO [Rev. July1. 200/|
CASE TYPES AND EXAMPLESContract
Breach of Contract/Warranty (06)Breach of Rental/Lease
Contract (notunlawful detaineror vjrongtu! eviction)
Contract/WarrantyBreachSellerPlaintiff (not fraud
ornegligence)
Negligent Breach of Contract/Warranty
OtherBreach ofContract/WarrantyCollections(e.g., money owed,
open
book accounts) (09)Collection CaseSeller PlaintiffOther
Promissory Note/Collections
CaseInsurance Coverage (not provisionally
complex) (18)Auto SubrogationOther Coverage
Other Contract (3?)Contractual FraudOther Contract Dispute
Real PropertyEminent Domain/Inverse
Condemnation (14)Wrongful Eviction(33)Other RealProperty (e.g..
quiet title) (26)
Writ of Possession of RealProperlyMortgage ForeclosureQuiet
TitleOther Real Property (not eminentdomain, landlord/tenant,
orforeclosure)
Unlawful DetainerCommercial (31)Residential (32)Drugs
(33)(ifthecase involves illegal
drugs, check this item;otherwise,report as Commercial
orResidential)
Judicial ReviewAsset Forfeiture (05)Petition Re: Arbitration
Award (II)Writ of Mandate (02)
Writ-Administrative MandamusWrit-Mandamus on Limited Court
Case MatterWrit-Other Limited Court Case
ReviewOther Judicial Review(39)
Review of Health Officer OrderNotice of Appeal-Labor
Commissioner Appeals
CIVIL CASE COVER SHEET
Provisionally Complex Civil Litigation (Cal.Rules 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)Insurance Coverage Claims
(arising from provisionally complexcase type listed above)
(41)
Enforcement of JudgmentEnforcement of Judgment (20)
Abstract of Judgment (Out ofCounty)
Confession of Judgment (non-domestic relations)
Sister State JudgmentAdministrative AgencyAward
(not unpaid taxes)Petition/Certification of Entry of
Judgment on Unpaid TaxesOtherEnforcement ofJudgment
CaseMiscellaneous Civil Complaint
RICO (27)Other Complaint (not specified
above) (42)DeclaratoryReliefOnlyInjunctive ReliefOnly(non-
harassment)Mechanics LienOther Commercial Complaint
Case (non-tort/non-complex)Other CivilComplaint
(non-ton/non-complex)Miscellaneous Civil Petition
Partnershipand CorporateGovernance (21)
Other Petition (not specifiedabove) (43)Civil
HarassmentWorkplace ViolenceElder/Dependent Adult
AbuseElection ContestPetition forName ChangePetition for Relief
from Late
ClaimOther Civil Petition
Page loll
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00/00/20*1-4 10:23:30 FAX 2132499990 NATIONWIDE LEGAL Tuesday,
December 23, 2014
shorttitie Collective Digital Studio, LLC v. DaneBoedigheimer
and Annoying Orange. Inc.
CASE NUMBER
BS1E228'CIVIL CASE COVER SHEET ADDENDUM AND
STATEMENT OF LOCATION(CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO
COURTHOUSE LOCATION)
This form is required pursuant to Local Rule2.0in all new civil
case filings in the Los AngelesSuperiorCourt.
Item I Check the typesof hearing and fill in the estimated
length of hearing expected for thiscase:
JURY TRIAL? [Z3 YES CLASS ACTION? [ZD YES LIMITED CASE? YES TIME
ESTIMATED FOR TRIAL I IHOURS/fTl DAYSItem II. indicate the
correctdistrict and courthouse location (4 steps - Ifyou checked
"Limited Case", skipto Item III, Pg. 4):
Step 1: After first completing theCivil Case Cover Sheet form,
find the main Civil Case Cover Sheet heading for yourcase in the
left margin below, and, to the right in Column A , the Civil Case
Cover Sheetcase type you selected.
Step 2; Check one Superior Court type of action in Column B
below which best describes the nature of this case.
Step 3: In Column C, circle the reason for the court location
choice that applies tothetype ofaction you havechecked. For any
exception to the court location, see Local Rule 2.0.
Applicable Reasons for Choosing Courthouse Location (see Column
C below)1. Class actions must be filed in the Stanley Mosk
Courthouse, central district.2. Maybe filed in central (other
county, or no bodily injury/property damage).3. Location where
cause ol action arose.4. Location where bodilyinjury, death or
damage occurred.5. Location where performance required or defendant
resides.
6. Location of propertyor permanently garaged vehicle.7.
Location where petitioner resides.8. Location wherein
defendant/respondent functions wholly.9. Location where one or more
of the parties reside.
10. Location of Labor Commissioner Office
X
Step 4: Fill in the information requestedon page4 in Item III;
complete Item IV. Sign the declaration.
o
"ft *
" O --*. A7270 Intentional Inflictionof Emotional Distress
I i A7220 Othei Personal Injury/PropertyDamageAWrongful
Death
1..4.
1,4.
1..3.
1..4.
LACIV 109 (Rev. 03/11)LASC Approved 03-04
CIVIL CASE COVER SHEET ADDENDUMAND STATEMENT OF LOCATION
Local Rule 2.0
Page 1 of 4U-CV109
ORIGINAL
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0O/OO/2Qi'4 10:23:30 FAX 2132499990 MtlONWiOE LEGAL Tuesday,
December 23, 2014
short title collective Digital Studio, LLC v.
DaneB.aejijiheime.:a^^
CASE NUMBER
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> 83
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"5a
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s3
Civil Case Cover SheetCategory No.
Business Tort (07)
Civil Rights (08)
Defamation (13)
Fraud (16)
Professional Negligence (25)
Other(35)
Wrongful Termination(36)
Other Employment (15)
Breach of Contract/ Warranty(06)
(not insurance)
Collections (09)
Insurance Coverage (18)
Other Contract (37)
Eminent Domain/InverseCondemnation (14)
Wrongful Eviction(33)
Other Real Property (26)
Unlawful Detainer-Commercial(31)
Unlawful Detainer-Residential(32)
Unlawful Oetainer-Post-Foreclosure (34)
Unlawful Detainer-Drugs (38)
BType of Action
(Check only one)
I A6029 Other Commercial/BusinessTort (not fraud/breach of
contract)
_j A6005 Civil Rights/DiscriminationA6010 Defamation
(slander/libel)
A6013