Rupa Marya v. Warner Chappell Music Inc

Filing 302

SETTLEMENT AGREEMENT Class Action Settlement Agreement filed by Plaintiffs Good Morning to You Productions Corp, Majar Productions LLC, Rupa Marya, Robert Siegel. (Attachments: # 1 Exhibit A-E)(Manifold, Betsy)

Exhibit A

EXHIBIT A
Page 46

CLAIM FORM
YOU MUST SUBMIT THIS CLAIM FORM BY [INSERT DATE] IN ORDER TO RECEIVE
PAYMENT UNDER THIS SETTLEMENT.
GOOD MORNING TO YOU PRODUCTIONS CORP., et al. v. WARNER/CHAPPELL
MUSIC, INC., et al., Lead Case No. CV 13-04460-GHK (MRWx) (C.D. Cal. Western Division)
INSTRUCTIONS
1. In order for a Settlement Class Member to receive a payment and participate in this Settlement, the
Settlement Class Member or an authorized representative of such Settlement Class Member must
properly complete all pages of this Claim Form, submit valid documentation of the Licensing Costs
being claimed, and return the entire form electronically, by facsimile, or by U.S. mail, to the
Settlement Administrator no later than [insert the date]:
Electronically
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[Email]
http://www.happybirthdaylawsuit.com

By Facsimile
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[ADDRESS]
[CITY, STATE ZIP]
[Fax Number]

By U.S. Mail
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[ADDRESS]
[CITY, STATE ZIP]

2. Under the Settlement Agreement—which contains the definitions of capitalized terms used in this
Claim Form—a Settlement Class Member is defined as a Person who satisfies the following
definition (and who does not submit a timely and valid exclusion request):
(a) all Persons who, at any time since September 3, 1949, directly paid Defendants, Intervenors,
any of their predecessors-in-interest (or any of the Affiliates of any of the foregoing) for each such
Person’s use of the Song;
(b) all Persons who, at any time since September 3, 1949, directly paid HFA, Alfred or Faber
as agents for Defendants or their predecessors-in-interest for each such Person’s use of the Song; or
(c) the American Society of Composers and Songwriters (ASCAP), foreign collecting societies
(such as, for example, SACEM and GEMA), and any other Person who at any time since
September 3, 1949 has issued blanket licenses covering the Song, but only for the amounts
allocated to the Song by such Persons and directly paid to Defendants or their predecessors-ininterest (or either’s Affiliates) pursuant to such blanket licenses; or
(d)(i) digital rights aggregation services (such as, for example, Music Reports, Inc.), (ii) foreign
sub-publishers (such as, for example, EMI Music Publishing Ltd.), and (iii) Persons not
enumerated in sub-paragraph (b), (c), or items (i)-(ii) of this sub-paragraph (d) who directly paid
Defendants, Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the
foregoing) on behalf of other Persons for such other Persons’ use of the Song at any time since
September 3, 1949, but only to the extent that the Persons listed in items (i)-(iii) of this subparagraph (d) directly paid Defendants, Intervenors, any of their predecessors-in-interest (or any of
the Affiliates of any of the foregoing) amounts that were comprised of payments by or on behalf of
other Persons for such other Persons’ use of the Song.
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EXHIBIT A
Page 47

In the case of payments referenced in sub-paragraphs (c) and (d), the Persons enumerated in
sub-paragraphs (c) and (d) who made the direct payments to Defendants Intervenors, any of their
predecessors-in-interest (or any of the Affiliates of any of the foregoing) are part of the Settlement
Class, whereas the Persons on whose behalf such Persons obtained the rights to use the Song
(whether through a blanket license or otherwise) are not part of the Settlement Class.
For purposes of this definition, the term “directly paid” includes payments made by a Person’s
accountant, attorney, business manager or similar agent acting for such Person solely in the
capacity of remitting payment and not for the purpose of providing licensing services to other
Persons. In the case of a direct payment by a Person’s accountant, attorney, business manager or
similar agent as described in the preceding sentence, said Person on whose behalf the payment is
made is the Person in the Settlement Class (subject to all other requirements of this definition), and
that Person’s accountant, attorney, business manager or similar agent as described in the preceding
sentence is not in the Settlement Class by virtue of that payment.
Excluded from the Settlement Class are the following: (I) Defendants, their Affiliates, and
HFA, and their respective officers, directors and employees; (II) Intervenors, their subsidiaries, and
Affiliates and their respective officers, directors, employees; and (III) Class Counsel, Defendants’
Counsel, and Intervenors’ Counsel. For the avoidance of doubt, Alfred and Faber are part of the
Settlement Class under sub-paragraph (a) with respect to their own direct licenses of the Song from
Defendants or their predecessors-in-interest (or either’s Affiliates), but only the sub-licensees of
Alfred and Faber are part of the Settlement Class under sub-paragraph (b).
3. If you (or the Person on whose behalf you are submitting this Claim Form, if applicable) do not
satisfy the definition above, which is set forth in Section 1.53 of the Settlement Agreement, then
you (or the Person on whose behalf you are submitting this Claim Form) are not a member of the
Settlement Class and are not entitled to receive payment from the Settlement Administrator.
4. A Settlement Class Member may submit only one Claim Form for all of its Period One Licensing
Costs and for all of its Period Two Licensing Costs. Please be sure to include all the Settlement
Class Member’s Period One Licensing Costs and all the Settlement Class Member’s Period Two
Licensing Costs on this Claim Form.
5. Any Claim Form that is not received electronically or by facsimile, or is not post-marked by U.S.
mail, on or before [insert the date], or is not signed and dated by the Settlement Class Member (or
an authorized representative of such Settlement Class Member, if applicable) under penalty of
perjury, or does not contain valid documentation of Licensing Costs (e.g., copies of receipts, email
or letter confirmations, executed licenses, pursuant to Sections 3.2.4 and 3.2.5 of the Settlement
Agreement), shall not constitute a valid claim, and payment may be denied unless otherwise
ordered by the Court. The Settlement Administrator may follow up with you (or the Settlement
Class Member on whose behalf you are submitting this Claim Form, if applicable) for additional
information, but it is not obligated to do so. For more information on the Settlement and how
payments will be calculated, as well as the rights of Settlement Class Members in connection with
the Settlement, please see the Notice of Proposed Class Action Settlement and the Settlement
Agreement, which are available online at http://www.happybirthdaylawsuit.com.

2
EXHIBIT A
Page 48

6. DO NOT MAIL OR DELIVER THE COMPLETED CLAIM FORM TO THE COURT, THE
PARTIES TO THIS ACTION, OR THEIR COUNSEL. Submit the Claim Form ONLY to the
Settlement Administrator in the manner set forth above.
7. FOR RECORD KEEPING PURPOSES, YOU SHOULD MAKE AND RETAIN A COPY OF
THE SIGNED CLAIM FORM UNTIL PAYMENT FROM THE SETTLMENT
ADMINISTRATOR IS RECEIVED.
8. CHANGE OF ADDRESS: It is your responsibility to keep on file with the Settlement
Administrator the current address of the Settlement Class Member. This is the address that will be
used to mail payment and tax forms. If you are submitting this Claim Form on behalf of a
Settlement Class Member, it is also your responsibility to keep on file with the Settlement
Administrator your current address. Please make sure to notify the Settlement Administrator of any
change to the Settlement Class Member’s address and of any change to your address (again, if you
are submitting this Claim Form on behalf of a Settlement Class Member).

3
EXHIBIT A
Page 49

PART I: SETTLEMENT CLASS MEMBER INFORMATION
__________________________________________________________________
Name of Settlement Class Member (i.e., the Person who made a direct payment to Defendants,
Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the
foregoing) or HFA, Alfred or Faber as defined above and in Section 1.53 of the Settlement
Agreement)
______________________________________________________________________
Settlement Class Member’s Street Address
______________________________________________________________________
City
State
Zip Code
(_____)_____________________________(____)_____________________________
Telephone No. (Day)
Telephone No. (Night)
______________________________________________________________________
Settlement Class Member’s Email Address
______________________________
Settlement Class Member’s
Social Security Number
(for individuals)

OR

_____________________________
Settlement Class Member’s
Taxpayer Identification Number
(for estates, trusts, corporations, etc.)

______________________________________________________________________
If Applicable: Name(s) of the Person(s) on Whose Behalf the Settlement Class Member Made
Direct Payment(s) to Defendants, Intervenors, any of their predecessors-in-interest (or any of
the Affiliates of any of the foregoing) or HFA, Alfred or Faber. Please attach additional pages
as necessary.
______________________________________________________________________
If Applicable: Name of Person Submitting this Claim Form as the Authorized Representative
of a Settlement Class Member
______________________________________________________________________
Street Address of Authorized Representative
______________________________________________________________________
City
State
Zip Code
(_____)_____________________________(____)_____________________________
Telephone No. (Day)
Telephone No. (Night)
______________________________________________________________________
Email Address of Authorized Representative
4
EXHIBIT A
Page 50

PART II: PERIOD ONE PAYMENT INFORMATION
LIST ALL SETTLEMENT CLASS MEMBER’S DIRECT PAYMENTS TO DEFENDANTS,
INTERVENORS, EITHER OF THEIR AFFILIATES, HFA, ALFRED OR FABER FOR USE
OF THE SONG ON OR AFTER JUNE 13, 2009:

Date of Payment
(chronologically)
Month/day/year
/
/
/
/
/
/
/

/
/
/
/
/
/
/

Amount
of
Payment

Person or
Entity
Making
Payment

Entity to
Whom
Payment
Was Made

Person or
Entity on
Whose
Behalf
Payment
Was Made

Description of
Documentation of
Payment

$
$
$
$
$
$
$

Please attach additional pages as necessary. You must submit valid documentation of
Licensing Costs (e.g., copies of receipts, email or letter confirmations, executed licenses,
pursuant to Sections 3.2.4 and 3.2.5 of the Settlement Agreement) with this Claim Form.

5
EXHIBIT A
Page 51

PART III: PERIOD TWO PAYMENT INFORMATION
LIST ALL SETTLEMENT CLASS MEMBER’S DIRECT PAYMENTS TO DEFENDANTS,
INTERVENORS, ANY OF THEIR PREDECESSORS-IN-INTEREST (OR ANY OF THE
AFFILIATES OF ANY OF THE FOREGOING), HFA, ALFRED OR FABER FOR USE OF
THE SONG BEFORE JUNE 13, 2009:

Date of Payment
(chronologically)
Month/day/year
/
/
/
/
/
/
/

/
/
/
/
/
/
/

Amount
of
Payment

Person or
Entity
Making
Payment

Entity to
Whom
Payment
Was Made

Person or
Entity on
Whose
Behalf
Payment
Was Made

Description of
Documentation of
Payment

$
$
$
$
$
$
$

Please attach additional pages as necessary. You must submit valid documentation of
Licensing Costs (e.g., copies of receipts, email or letter confirmations, executed licenses,
pursuant to Sections 3.2.4 and 3.2.5 of the Settlement Agreement) with this Claim Form.

6
EXHIBIT A
Page 52

PART III: SUBSTITUTE FORM W-9
(You must provide the requested information here even if you have already provided the same
or similar information in the Settlement Class Member Identity section of this Claim Form.
This information is required in order to receive payment under the Settlement.)
Enter taxpayer identification number below for the Settlement Class Member (i.e., the Person
who made a direct payment to Defendants or their predecessors-in-interest (or either’s
Affiliates) or HFA, Alfred or Faber as defined above and in Section 1.53 of the Settlement
Agreement). For most individuals, this is the individual’s Social Security Number. The
Internal Revenue Service (“I.R.S.”) requires such taxpayer identification number. If this
information is not provided, the Settlement Class Member’s claim may be rejected.
______________________________
Settlement Class Member’s
Social Security Number
(for individuals)

OR

_____________________________
Settlement Class Member’s
Taxpayer Identification Number
(for estates, trusts, corporations, etc.)

Check Which Of the Following Describes the Settlement Class Member:
___ Individual __ Corporation __ Trust ___ Estate __ IRA Account __ Other (specify)

PART IV: CERTIFICATION OF SETTLEMENT CLASS MEMBER
UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of
Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am (we are) exempt from
backup withholding, or (b) I (We) have not been notified by the I.R.S. that I am (we are)
subject to backup withholding as a result of failure to report all interest or dividends, or (c) the
I.R.S. has notified me (us) that I am (we are) no longer subject to backup withholding.
NOTE: If you have been notified by the I.R.S. that you are subject to backup withholding,
please strike out the language that you are not subject to backup withholding in the certification
above.
I (we) certify that, if I am (we are) acting as the representative for a Settlement Class Member, I
am (we are) currently authorized to act on behalf of the Settlement Class Member.
Signature of Settlement Class Member or Authorized Representative of such Settlement Class
Member *:
Signature: ___________________________________

Date: __________________

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EXHIBIT A
Page 53

*If the person executing this Claim Form is acting in a representative capacity, evidence of
such person’s current authority to act on behalf of the Settlement Class Member must be
submitted with this Claim Form (e.g., proof of power of attorney).

8
EXHIBIT A
Page 54

ACCURATE CLAIMS PROCESSING TAKES
A SIGNIFICANT AMOUNT OF TIME.
THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:
1. Please complete the Substitute W-9 and sign the above Certification.
2. Make sure you have enclosed valid documentation of Licensing Costs (e.g., copies of
receipts, email or letter confirmations, executed licenses, pursuant to Sections 3.2.4 and
3.2.5 of the Settlement Agreement).
3. Keep a copy of the completed Claim Form for record-keeping purposes.
4. If you desire an acknowledgment of receipt of this Claim Form, please send it Certified
Mail Return Receipt Requested.
5. If you move after submitting your Claim Form, please send your new address to the
Settlement Administrator. If you are submitting this Claim Form on behalf of the
Settlement Class Member and that Settlement Class Member moves after this Claim
Form is submitted, please send that Settlement Class Member’s new address to the
Settlement Administrator.

9
EXHIBIT A
Page 55

Exhibit B

EXHIBIT B
Page 56

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
AND FINAL APPROVAL HEARING AND CLAIM FORM
GOOD MORNING TO YOU PRODUCTIONS CORP., et al. v. WARNER/CHAPPELL MUSIC,
INC., et al. Lead Case No. CV 13-04460-GHK (MRWx) (C.D. Cal. Western Division)
ATTENTION: If you satisfy the following definition (capitalized terms are defined in the
Settlement Agreement, as explained below), you are a member of the Settlement Class and you
may be entitled to a payment from a class action Settlement:
(a) all Persons who, at any time since September 3, 1949, directly paid Defendants, Intervenors,
any of their predecessors-in-interest (or any of the Affiliates of any of the foregoing) for each such
Person’s use of the Song;
(b) all Persons who, at any time since September 3, 1949, directly paid HFA, Alfred or Faber as
agents for Defendants or their predecessors-in-interest for each such Person’s use of the Song; or
(c) the American Society of Composers and Songwriters (ASCAP), foreign collecting societies
(such as, for example, SACEM and GEMA), and any other Person who at any time since September 3,
1949 has issued blanket licenses covering the Song, but only for the amounts allocated to the Song by
such Persons and directly paid to Defendants or their predecessors-in-interest (or either’s Affiliates)
pursuant to such blanket licenses; or
(d)(i) digital rights aggregation services (such as, for example, Music Reports, Inc.), (ii) foreign
sub-publishers (such as, for example, EMI Music Publishing Ltd.), and (iii) Persons not enumerated in
sub-paragraph (b), (c), or items (i)-(ii) of this sub-paragraph (d) who directly paid Defendants,
Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the foregoing) on
behalf of other Persons for such other Persons’ use of the Song at any time since September 3, 1949,
but only to the extent that the Persons listed in items (i)-(iii) of this sub-paragraph (d) directly paid
Defendants, Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the
foregoing) amounts that were comprised of payments by or on behalf of other Persons for such other
Persons’ use of the Song.
In the case of payments referenced in sub-paragraphs (c) and (d), the Persons enumerated in
sub-paragraphs (c) and (d) who made the direct payments to Defendants Intervenors, any of their
predecessors-in-interest (or any of the Affiliates of any of the foregoing) are part of the Settlement
Class, whereas the Persons on whose behalf such Persons obtained the rights to use the Song (whether
through a blanket license or otherwise) are not part of the Settlement Class.
For purposes of this definition, the term “directly paid” includes payments made by a Person’s
accountant, attorney, business manager or similar agent acting for such Person solely in the capacity of
remitting payment and not for the purpose of providing licensing services to other Persons. In the case
of a direct payment by a Person’s accountant, attorney, business manager or similar agent as described
in the preceding sentence, said Person on whose behalf the payment is made is the Person in the
Settlement Class (subject to all other requirements of this definition), and that Person’s accountant,
attorney, business manager or similar agent as described in the preceding sentence is not in the
Settlement Class by virtue of that payment.
Excluded from the Settlement Class are the following: (I) Defendants, their Affiliates, and
HFA, and their respective officers, directors and employees; (II) Intervenors, their subsidiaries, and
EXHIBIT B
Page 57

Affiliates and their respective officers, directors, employees; and (III) Class Counsel, Defendants’
Counsel, and Intervenors’ Counsel. For the avoidance of doubt, Alfred and Faber are part of the
Settlement Class under sub-paragraph (a) with respect to their own direct licenses of the Song from
Defendants or their predecessors-in-interest (or either’s Affiliates), but only the sub-licensees of Alfred
and Faber are part of the Settlement Class under sub-paragraph (b).
Your rights may be affected by this Settlement. PLEASE READ THIS ENTIRE NOTICE
CAREFULLY.
A Federal Court has authorized this notice. This is not a solicitation from a lawyer.
 The Plaintiffs allege that Defendants do not own a copyright to the Song’s words or music. In

Plaintiffs’ Fifth Amended Complaint, they have asserted claims for: (1) a declaratory judgment;
(2) injunctive relief and damages; (3) violations of California’s Unfair Competition Law; (4)
breach of contract; (5) money had and received; (6) rescission; and (7) violation of California’s
False Advertising Law.
 The Defendants deny the Plaintiffs’ allegations and contend they do own a copyright to the

Song’s words and music. Two other companies, the Association for Childhood Education
International and the Hill Foundation, Inc. (“Intervenors”), recently claimed that if the
Defendants do not own a copyright to the Song’s words and music, then the Intervenors do.
 To avoid the burden, expense, inconvenience, and uncertainty of continued litigation, the Parties

have concluded that it is in their respective best interests to resolve and settle the action by
entering into this Settlement.
 The Defendants and the Intervenors have agreed, after the Court approves the Settlement and the

approval is affirmed on appeal or is not timely appealed, to relinquish their ownership claims to
the Song and all their rights to the Song, and not to claim to own, or represent that they own, a
federal or common law copyright in the Song or charge any fee for use of the Song. The
Defendants and the Intervenors have also agreed that, after the Court approves the Settlement
and the approval is affirmed on appeal or is not timely appealed, all of their rights to the Song
will be in the public domain. Finally, the Defendants and the Intervenors have agreed not to
oppose the Plaintiffs’ request that the Final Judgment and Order include a declaration that, after
the approval of the Settlement is affirmed on appeal or is not timely appealed, the Song will be in
the public domain.


In addition, the Defendants have agreed to make available up to $14 million for the payment of
(1) authorized claims of Settlement Class Members who timely submit a valid Claim Form, on
the terms described below, (2) Settlement Administration and Notice Expenses of up to
$100,000, and (3) any award to Plaintiffs’ Counsel for their attorneys’ fees and costs and any
awards to Plaintiffs for their service to the Settlement Class.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
Submit a Claim Form to the Settlement Administrator, electronically, by
facsimile, or by U.S. mail by [INSERT CLAIMS DEADLINE] and you will
SUBMIT A
receive the payment amount described below, subject to applicable taxes and
CLAIM
withholdings. By doing so, you will be bound by the Settlement and release all
claims against the Defendants and certain others as described below.
2
EXHIBIT B
Page 58

DO
NOTHING

EXCLUDE
YOURSELF

OBJECT

If you do nothing, you will not receive any payment, but you will still release
your claims against Defendants and certain others as described below. In
order to receive a payment, you must submit a Claim Form.
Exclude yourself from the Settlement. If you paid Defendants to use the Song
at any time since September 3, 1949, this is the only option that allows you to
bring your own lawsuit or to be part of any other lawsuit against the
Defendants asserting the claims that were or could have been asserted in
Plaintiff’s Fifth Amended Complaint. You will not receive any payment under
the Settlement.
If you exclude yourself from the Settlement, you will not be entitled to receive
any payment from the Settlement Fund.
Write to the Court about why you don’t like the Settlement. If you object in
writing, you may also ask to speak in Court about the fairness of the
Settlement. You may only appear in Court to speak about the fairness of the
Settlement if you file a timely written objection to the Settlement and do not
exclude yourself from the Settlement. If you exclude yourself from the
Settlement, you may not object.

DO NOT CONTACT THE COURT DIRECTLY WITH QUESTIONS. THE COURT WILL
NOT ANSWER ANY OF YOUR QUESTIONS.
BASIC INFORMATION
This Notice summarizes the lawsuit, the Settlement, your legal rights, and what benefits are
available. More details and the definition of capitalized terms used in this Notice are in the Settlement
Agreement. If there is any conflict between this Notice and the terms of the Settlement Agreement or
the Court’s order approving the Settlement Agreement, the Settlement Agreement and Court’s Orders
will control. You can view a copy of the Settlement Agreement and other key documents in this case at
the following web address: http://www.happybirthdaylawsuit.com. You can also access the Court
docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at
https://ecf.cacd.uscourts.gov.
1. Why did I get this notice?
The Defendants’ or HFA’s records indicate that you paid one or more of them for use of the Song at
some time since September 3, 1949. The Court has ordered that you be sent this notice because you
have a right to know about a proposed Settlement of a class action, and about all of your options,
before the Court decides whether to finally approve the Settlement. If the Court finally approves the
Settlement and the approval is affirmed on appeal or is not timely appealed, payments will be mailed to
Settlement Class Members who submit valid Claim Forms in a timely manner and who do not exclude
themselves from the Settlement Class, as set forth in the Settlement Agreement and herein.
The Parties who filed this lawsuit are called the “Plaintiffs.” Warner/Chappell Music, Inc. and SummyBirchard Inc. are called the “Defendants.” The Association for Childhood Education International and
the Hill Foundation, Inc. are called the “Intervenors.”

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EXHIBIT B
Page 59

2. What is this lawsuit about?
The Plaintiffs allege that the Defendants and the Intervenors do not own, and never owned, a copyright
to the Song’s words and music. The Plaintiffs have asserted claims that the Defendants must reimburse
everyone who has paid for the Song since September 3, 1949. The claims that are subject to this
Settlement are identified in Plaintiff’s Fifth Amended Complaint and in the Settlement Agreement. To
the extent this summary conflicts with the Fifth Amended Complaint or the Settlement Agreement, the
claims identified in the Settlement Agreement control. You may review the Settlement Agreement, the
Fifth Amended Complaint, and Court’s order preliminarily approving of the Settlement on the
Settlement website at http://www.happybirthdaylawsuit.com. You may also access the Court docket in
this case—which contains a more complete chronology of this lawsuit than that provided in this
abbreviated summary—through the Court’s Public Access to Court Electronic Records (PACER)
system at https://ecf.cacd.uscourts.gov.
The Defendants believe that they own a valid copyright to the Song’s words and music. They deny all
of the allegations of wrongdoing, fault, or liability in Plaintiff’s Fifth Amended Complaint and deny
that they have acted improperly as alleged. The Intervenors believe that if the Defendants do not own
a valid federally registered copyright in the Song, then Intervenors own either the federally registered
copyright or a common law copyright in the Song.
This lawsuit has been actively litigated since it was filed, and the Parties have participated in
discovery. On September 22, 2015, the Court entered partial summary judgment in favor of the
Plaintiffs and against the Defendants, finding that the Defendants do not own, and never owned, a
copyright to the Song’s lyrics. The Defendants moved for reconsideration of that ruling. The Court
scheduled a trial on whether anyone else owns or ever owned such a copyright. Before trial
commenced or the Court ruled on the Defendants’ motion for reconsideration, the Parties exchanged
detailed information about the claims, defenses, and alleged damages at issue for the purposes of
Settlement. Following an all-day mediation session with an independent and experienced mediator,
and extensive additional arm’s-length Settlement negotiations, the Parties reached this Settlement.
On [INSERT DATE], the Court granted preliminary approval of the Settlement and ordered that this
Notice be sent to all Settlement Class Members.
3. What is a class action?
In a class action, one or more people, called the “Named Plaintiffs” or “Class Representatives,” sue on
behalf of others who have similar claims. The people together are a “Settlement Class” or “Class
Members.” The individual who originally filed the lawsuit is called the Plaintiff. One court will
resolve the issues for everyone in the Settlement Class – except for those who choose to exclude
themselves from the Settlement Class. For purposes of settling this case, the Parties have agreed to
have the Court treat the case as a class action.
4. Why is there a settlement?
The Court did not decide in favor of Plaintiffs or Defendants. Both sides believe they would have
prevailed in the case, but there was no decision ruling in favor of either party. Instead, both sides
agreed to a settlement. That way, they avoid the cost of a trial, and the people affected will get
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EXHIBIT B
Page 60

compensation. The Class Representative and the attorneys think the Settlement is best for all
Settlement Class Members.
WHO IS IN THE SETTLEMENT?
5. Who is in the Settlement?
You are automatically a member of the Settlement Class if: (1) you do not exclude yourself from the
Settlement Class; and (2) you satisfy the definition of the Settlement Class, which is set forth on Pages
1-2 above and in Section 1.53 of the Settlement Agreement.
If the Court grants final approval of the settlement and you timely and properly return a valid Claim
Form as set forth herein, you will receive a settlement payment as described herein.
6. I’m still not sure if I am included.
If you are still not sure whether you are included, you can ask for free help. You can contact the
Settlement Claims Administrator as follows:
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
WHAT BENEFITS DOES THE SETTLEMENT PROVIDE?
7. What benefits does the Settlement provide? What will I get?
The Settlement provides two benefits: First, the Defendants and the Intervenors have agreed, after the
Court approves the Settlement and the approval is affirmed on appeal or is not timely appealed: (1) to
relinquish their ownership claims to the Song and all their rights to the Song, (2) not to claim to own,
or represent that they own, a federal or common law copyright in the Song or charge any fee for use of
the Song, and (3) that all of their rights to the Song will be in the public domain. Also, the Defendants
and the Intervenors have agreed not to oppose the Plaintiffs’ request that the Final Judgment and Order
include a declaration that, after the approval is affirmed on appeal or is not timely appealed, the Song
will be in the public domain.
Second, the Defendants have agreed to make available up to $14 million for: (1) the payment of
Authorized Claims of Settlement Class Members who timely submit a valid Claim Form, (2)
Settlement Administration and Notice Expenses of up to $100,000, and (3) any award to Plaintiffs’
Counsel for their attorneys’ fees and costs and awards to Plaintiffs for their service to the Settlement
Class. The payment of these items and the formula for payment of the authorized claims are described
below:
 The Settlement Fund shall cover the first $100,000 of notice and administrative expenses. The

Defendants will pay all additional notice and administrative expenses separately, which will not
be deducted from the $14 million Settlement Fund.
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EXHIBIT B
Page 61

 The Settlement Fund shall also cover payments to Plaintiffs’ Counsel for their attorneys’ fees

and costs and payment to Plaintiffs for their service to the Settlement Class. The amount
remaining after these payments, called the Net Settlement Fund, will be made available for
payment to Settlement Class Members who timely submit valid Claim Forms based on the
amount they paid and when they paid to use the Song, as follows:
(1) Up to $6,250,000 of the Net Settlement Fund will first be made available to pay the claims
of Settlement Class members who paid to use the Song on or after June 13, 2009 (called the
“Period One Settlement Claims”). Settlement Class members who timely submit valid claims for
their Period One Licensing Costs will be paid in full on their claims (“Authorized Period One
Claims”), unless such payment would exhaust the entire $6,250,000, in which case all
Authorized Period One Claims will be reduced on a pro rata basis as necessary to allocate a total
of $6,250,000 of the Net Settlement Fund to the payment of Authorized Period One Claims. Any
portion of the $6,250,000 remaining after all Authorized Period One Claims are paid in full will
be available to pay Period Two Settlement Claims.
(2) The remainder of the Net Settlement Fund will be made available to pay the claims of
Settlement Class members who paid to use the Song prior to June 13, 2009 (called the “Period
Two Settlement Claims”). Settlement Class members who timely submit valid claims for their
Period Two Licensing Costs will be paid fifteen percent (15%) of their claims (“Authorized
Period Two Claims”), unless such payment would exceed the remainder of the Net Settlement
Fund, in which case all Authorized Period Two Claims will be reduced on a pro rata basis as
necessary not to exceed the amount remaining in the Net Settlement Fund after all Authorized
Period One Claims are paid.
The basis for the differentiation in the claims listed above is that the Period Two Settlement Claims are
subject to additional defenses under the applicable federal and state statute of limitations. These
defenses are not available to the Period One Settlement Claims.
8. How much will my payment be?
It is impossible to know with certainty how much each Settlement Class Member’s payment will be
because the final calculation depends upon the number and size of timely and valid Claim Forms
submitted. However, Settlement Class Members are expected to receive proportionately more for their
Period One Settlement Claims than for their Period Two Settlement Claims. If the total amount of
Period One Claims is equal to or less than $6,250,000, then the Period One Settlement Claims will be
paid in full. If all Settlement Class Members timely submit valid Period One Settlement Claims, they
will receive approximately 57% of their Period One Settlement Claims after payment of administrative
expenses, attorneys’ fees and costs, and the Plaintiffs’ incentive compensation awards. Settlement
Class Members are expected to receive a lower percentage of their Period Two Settlement Claims.
These payment amounts are estimates. The actual amounts will depend upon the number of Settlement
Class Members who make claims under the Settlement, the actual amount of such claims, the
administrative expenses, attorneys’ fees and costs, and the Plaintiffs’ incentive payments that are
awarded by the Court.

6
EXHIBIT B
Page 62

HOW YOU GET SETTLEMENT BENEFITS
9. How can I get my payment?
In order to receive a payment under the Settlement identified in Paragraph 7, you must submit a
valid Claim Form electronically, by facsimile, or by U.S. mail by [INSERT CLAIMS DEADLINE].
If you timely submit a valid Claim Form, you will be sent a settlement check if and when the Court
approves the Settlement, and after all appeals have been exhausted. If you do not submit a Claim
Form or choose to exclude yourself from the Settlement Class, then you will not receive any
payment.
10. When will I get my payment?
The Court currently is scheduled to hold a hearing on [date], at [time] at the United States District
Court for the Central District of California, 255 East Temple Street, Los Angeles, CA 90012-3332, in
Courtroom 650 to determine whether to finally approve the Settlement. If the Court approves the
Settlement, there may be appeals after that. It is always uncertain whether these appeals can be
resolved, and resolving them can take time, perhaps more than a year. Please be patient. You may
check the website at https://happybirthdaylawsuit.com for updated information on the status of the
Settlement.
11. What am I giving up to get a payment or stay in the Settlement Class?
Unless you exclude yourself (as explained in Paragraph 12 below), you will remain in the Settlement
Class. This means that, for example, you cannot sue, continue to sue, or be part of any other lawsuit
against the Defendants for any of the claims related to the Song’s copyright that were or could have
been asserted in the Fifth Amended Complaint covered by the Settlement Agreement. You may view
the Settlement Agreement and Fifth Amended Complaint on the settlement website at
http://happybirthdaylawsuit.com or through the Court’s Public Access to Court Electronic Records
(PACER) system at https://ecf.cacd.uscourts.gov.
If you do not exclude yourself, all of the Court’s orders will apply to you and legally bind you. By
remaining a Settlement Class Member and not opting out, if the Court grants final approval of the
settlement, you will, for example, release Defendants from any claims that you may have regarding
payment for use of the Song at any time since September 3, 1949. Even if you discover facts in
addition to or different from those which you now know or believe to be true with respect to your
claims against the Defendants covered by the Settlement Agreement, upon the Court’s Final Approval
of the Settlement, you shall be deemed to have fully, finally, and forever settled and released any and
all of such claims. When claims are “released,” that means that a person covered by the release cannot
sue the released parties for any of the claims that are covered by the release, as set forth in the
Settlement Agreement. This is true whether such claims are known or unknown, suspected or
unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or
heretofore have existed upon any theory of law or equity now existing or coming into existence in the
future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or
a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such
different or additional facts.

7
EXHIBIT B
Page 63

This Notice is only a summary. The specific claims that you are giving up against the Defendants and
Intervenors are described in detail in the Settlement Agreement. You will be “releasing” Defendants
and Intervenors and all related entities (the “Released Parties”) as described in the Settlement
Agreement.
Because the Settlement Agreement describes the Released Claims and Released Parties with specific
descriptions, you should read it carefully. If you have any questions, you can talk to Class Counsel
listed in Paragraph 23 for free or you can, of course, talk to your own lawyer if you have questions
about what this means.
EXCLUDING YOURSELF FROM THE SETTLEMENT
If you do not want to be bound by this Settlement and do not want a payment from this Settlement, but
you want to keep the right to sue or continue to sue the Defendants on your own for the claims asserted
in the Fifth Amended Complaint, then you must take affirmative steps to get out. This is called
excluding yourself from, or is sometimes referred to as “opting out” of, the Settlement Class.
12. What do I do if I do not want to be bound by the Settlement?
To exclude yourself from the Settlement Class, you must send a letter by U.S. mail that includes the
words, “I opt out of the Happy Birthday Litigation Settlement Class.” You must include your name,
address, email address (if applicable), phone number and signature; the date(s) of all direct payment(s)
to Defendants or Defendants’ predecessors-in-interest or either’s Affiliates or HFA, Alfred or Faber for
use of the Song, and the dollar amount(s) paid to Defendants or Defendants’ predecessors-in-interest or
either’s Affiliates or HFA, Alfred or Faber for use of the Song; and a statement that you wish to be
excluded from the Settlement Class. Your exclusion request must be postmarked no later than
[INSERT OBJECTION/EXCLUSION DEADLINE] and must be mailed to:
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
If you ask to be excluded, you may not submit a Claim Form, you will not get any Settlement payment,
and you cannot object to the Settlement. You will not be legally bound by anything that happens in
this lawsuit. You may also be able to sue (or continue to sue) the Defendants in the future about some
of the legal issues in this case. If you wish to exclude yourself in order to file an individual lawsuit
against the Defendants, you should speak to a lawyer as soon as possible because your claims are
subject to a statute of limitations, which means that they may have expired or will expire on a certain
date.
13. If I don’t exclude myself, can I sue the Defendants for the same thing later?
No. Unless you exclude yourself, you give up any rights to sue the Defendants for the same or similar
claims in this case. If you have a pending lawsuit, speak to your lawyer in that case immediately to see
if this settlement will affect your other case. Please review a complete description of all Released
8
EXHIBIT B
Page 64

Claims and Released Parties set forth in the Settlement Agreement at http://happybirthdaylawsuit.com.
Remember, the exclusion deadline is [INSERT OBJECTION/EXCLUSION DEADLINE].
14. If I exclude myself, can I get money from this settlement?
No. If you exclude yourself, you will not receive any money from this lawsuit. However, if you
exclude yourself from this lawsuit, you may be able file suit on your own or continue to prosecute your
own case against the Defendants regarding these same claims.
THE LAWYERS REPRESENTING YOU
15. Do I have a lawyer in this case?
The law firms of Wolf Haldenstein Adler Freeman & Herz LLP (“Wolf Haldenstein”); Randall S.
Newman PC; Hunt, Ortmann, Palffy, Nieves, Darling & Mah, Inc.; Donahue Fitzgerald, LLP; and
Glancy Prongay & Murray, LLP have been representing the class as Plaintiffs’ Counsel. Wolf
Haldenstein has been Lead Class Counsel. You will not be charged any fees by these lawyers. You do
not need to retain your own attorney in order to participate as a Settlement Class Member. If you opt
out of the Settlement Class and want to be represented by your own lawyer, you may hire one at your
own expense.
16. How will the lawyers be paid?
Plaintiffs’ Counsel will ask the Court to approve payment of up to $4,620,000 of the Settlement Fund
for attorneys’ fees and to approve reimbursement of their reasonable out-of-pocket costs, excluding the
cost of the settlement notice and administration, up to $400,000. On [INSERT DATE], Plaintiffs’
Counsel will file a petition requesting that the Court approve the payment of reasonable attorneys’ fees
and costs. These fees will compensate Plaintiffs’ Counsel for investigating the facts, litigating the
case, and negotiating the Settlement. The first $100,000 of the cost for settlement administration will
also come from the Settlement Fund. The Court may award less than these amounts.
Plaintiffs’ Counsel will also ask the Court to approve a payment of $15,000 to one of the Plaintiffs and
$10,000 to each of the other three Plaintiffs in recognition of the risks and burdens they took and their
service to the Class to aid in the investigation and prosecution of the case.
OBJECTING TO THE SETTLEMENT
You can tell the Court that you do not agree with the settlement or some part of it.
17. How do I tell the Court that I don’t like the settlement?
If you are a Settlement Class Member, you can object to the Settlement if you wish to challenge any
part of it. You can give reasons why you think the Court should not approve it. The Court will consider
your views. Please note, however, that you cannot ask the Court to order a larger settlement; the Court
can only approve or deny the Settlement as it is presented. If the Court denies approval, no settlement
payments will be sent out and the lawsuit will continue.

9
EXHIBIT B
Page 65

To object, you must send a letter by U.S. mail saying that you object to the settlement in Good
Morning to You Productions Corp. v. Warner/Chappell Music, Inc., et al., Lead Case No. CV 1304460-GHK (MRWx) (C.D. Cal. Western Division). Be sure to include this case name and number in
your letter. Be sure to also include your name, address, telephone number, the date(s) of your
payments to Defendants for the Song, your signature, and the reasons you object to the settlement. To
be considered, you must mail any objection to these four different places:
To the Court
Clerk of the Court
U.S. DISTRICT COURT FOR THE
CENTRAL DISTRICT OF
CALIFORNIA
255 East Temple Street
Los Angeles, CA 90012-3332
To the Defendants’ Counsel
MUNGER, TOLLES & OLSEN LLP
Attn: Adam I. Kaplan, Esq.
560 Mission Street
San Francisco, CA 94105

To the Plaintiffs’ Counsel
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
Attn: Betsy C. Manifold, Esq.
750 B Street, Suite 2770
San Diego, CA 92101
To the Intervenors’ Counsel
WHITEFORD TAYLOR PRESTON LLP
Attn: Steven E. Tiller, Esq.
7 St. Paul Street
Baltimore, MD 21202

Your letter must be postmarked no later than [INSERT EXCLUSION DATE].
18. What’s the difference between objecting and excluding?
Objecting is telling the Court that you do not like something about the Settlement. Excluding yourself
is telling the Court that you do not want to be part of the Settlement Class. You can object to the
Settlement only if you stay in the Settlement Class. If you exclude yourself from the Settlement Class,
you have no basis to object because the case no longer affects you.
THE COURT’S FINAL APPROVAL HEARING
The Court will hold a Final Approval hearing to decide whether to approve the Settlement. You may
attend and you may ask to speak, but you do not have to. If you wish to bring anything to the Court’s
attention about the Settlement, you should provide it in writing according to Paragraph 17 above.
19. When and where will the Court decide whether to approve the settlement?
The Court is presently scheduled to hold a Final Approval hearing on [DATE] at [TIME], at the United
States District Court for the Central District of California, Courtroom 650, 255 East Temple Street Los
Angeles, CA 90012-3332. Please note that the hearing may be postponed or canceled without further
notice to the Class. Thus, if you plan to attend the hearing, you should check the website at
http://happybirthdaylawsuit.com or through the Court’s Public Access to Court Electronic Records
(PACER) system at https://ecf.cacd.uscourts.gov.
At the Final Approval Hearing, the Court will consider whether the settlement is fair, reasonable, and
adequate. If there are objections, the Court will consider them at that time. The Court may listen to
people who have asked to speak at the hearing. The Court may also decide how much to pay Plaintiffs’
Class and how much incentive compensation to award the Plaintiffs for their efforts in litigating this
10
EXHIBIT B
Page 66

case and achieving this Settlement. After the Final Approval hearing, the Court will decide whether to
approve the Settlement. We do not know how long these decisions will take.
20. Do I have to come to the hearing?
No. Plaintiffs’ Counsel will answer any questions the Court may have. But you are welcome to come
at your own expense. If you submit an objection, you do not have to come to Court to talk about it. As
long as you submitted your written objection on time, the Court will consider it. You may also pay
your own lawyer to attend, but it is not necessary for you to do so.
21. May I speak at the hearing?
If you timely file an objection to the Settlement, you may ask the Court for permission to speak at the
Final Approval hearing. To do so, you must include the words “I intend to appear at the Final Approval
hearing” in your written objection, which must be filed according to the procedure described in
Paragraph 17 above. Your comments at the Final Approval Hearing will be limited to those reasons
that are included in your written objection. You cannot speak at the Final Approval Hearing if you
exclude yourself from the Settlement.
GETTING MORE INFORMATION
22. Are there more details about the settlement?
This Notice summarizes the proposed settlement. More details are in the Settlement Agreement. If
there is any discrepancy between this Notice and the Settlement Agreement or the Court’s order
granting preliminary approval, the Settlement Agreement or Court’s order will control. You can
review a copy of the Settlement Agreement or Court’s Order granting preliminary approval at website
at http://happybirthdaylawsuit.com or through the Court’s Public Access to Court Electronic Records
(PACER) system at https://ecf.cacd.uscourts.gov.
23. How do I get more information?
If you have other questions about the settlement, you can contact the Claims Administrator, or Class
and Collective Counsel at the addresses and/or telephone numbers below:
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
Or
Betsy C. Manifold, Esq.
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
750 B Street, Suite 2770
11
EXHIBIT B
Page 67

San Diego, CA 92101
Tel: [phone]
DO NOT CONTACT THE COURT DIRECTLY WITH QUESTIONS.
THE COURT WILL NOT ANSWER ANY OF YOUR QUESTIONS.
DATED: [Insert Date of Mailing]

12
EXHIBIT B
Page 68

Exhibit C

EXHIBIT C
Page 69

TO: Everyone who directly paid Warner/Chappell Music, Inc., Summy-Birchard Inc., the
Association for Childhood Education International, the Hill Foundation, Inc., any of their
predecessors-in-interest, or any of the affiliates of any of the foregoing to use Happy
Birthday to You (the “Song”) at any time since September 3, 1949, on their own behalf, on
behalf of any other person or entity, or both; and everyone who directly paid the Harry
Fox Agency, Alfred Music, Inc., or Faber Music Ltd., for use of the Song (jointly, the
“Settlement Class”) (If you paid only ASCAP, a foreign collecting society, a digital rights
aggregation service, or a foreign sub-publisher, you are not part of the Settlement Class):
YOU ARE HEREBY NOTIFIED that a proposed settlement has been reached in the class
action captioned Good Morning to You Productions Corp. v. Warner/Chappell Music, Inc., et al.,
Lead Case No. CV 13-04460-GHK (MRWx) (C.D. Cal. Western Division) (the “Action”). A
hearing will be held on [insert date], at [insert time] before the Hon. George H. King, at the
United States District Court for the Central District of California, Courtroom 650, 255 East
Temple Street Los Angeles, CA 90012-3332. The purpose of the hearing is for the Court to
determine, among other things: (1) whether the proposed settlement of the claims asserted in the
Action should be approved by the Court as fair, reasonable and adequate; (2) whether the Action
should be dismissed with prejudice pursuant to the terms and conditions of the settlement;
(3) whether the Court should declare that, after the Settlement is finally approved and that
approval is affirmed on appeal or is not timely appealed, the Song will be in the public domain;
(4) whether the plan for paying claims under the settlement should be approved; and (5) whether
the application of Plaintiffs’ Counsel for attorneys’ fees and costs should be approved.
If you are a member of the Settlement Class, you must file a Claim Form no later than
[insert date] to participate in the recovery.
If you believe you are a Settlement Class Member and wish to exclude yourself from the
settlement, you must do so in writing no later than [insert date]. If the settlement is approved by
the Court and its judgment becomes final, you will be bound by the settlement and the release of
the claims it includes unless you submit a request to be excluded.
If you believe that you are a Settlement Class Member or that your rights may be affected
by the Settlement and wish to object to any part of the Settlement, including any declaration the
Court may be asked to make regarding whether the Song is in the public domain, the plan for
paying claims under the settlement proceeds, or the request by Plaintiffs’ Counsel for an award
of attorneys’ fees and costs, you must submit a written objection no later than [insert date] in
accordance with the procedures described on the claims administration website:
http://www.happybirthdaylawsuit.com.
This is only a summary of matters regarding the litigation and the settlement. A detailed
notice describing the litigation, the proposed settlement terms, and the rights of potential class
members, including procedures for participating, seeking exclusion or objecting, has been mailed
to class members whose contact information is already known. You may download the notice
from the settlement administration website, http://www.happybirthdaylawsuit.com, which also
has copies of settlement documents and pleadings in the Action. You may also obtain a copy of
the more detailed notice by contacting the Settlement Administrator by mail, email, or telephone
as follows:
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.

EXHIBIT C
Page 70

[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
If you have any questions about the settlement, you may also contact Class Counsel for
Plaintiffs by mail, email or telephone as follows:
Betsy C. Manifold, Esq.
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
750 B Street, Suite 2770
San Diego, CA 92101
Tel: [phone]
DO NOT CONTACT THE COURT OR THE
CLERK’S OFFICE REGARDING THIS NOTICE.
DATED: [insert date]

BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
FOR THE CENTRAL DISTRICT OF
CALIFORNIA

2
EXHIBIT C
Page 71

Exhibit D

EXHIBIT D
Page 72

1
2
3
4
5
6
7
8
9

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION

10

Lead Case No. CV 13-04460-GHK
(MRWx)

GOOD MORNING TO YOU
11 PRODUCTIONS CORP., et al.,
12

Plaintiffs,

[PROPOSED] ORDER GRANTING
MOTION FOR PRELIMINARY
APPROVAL OF CLASS ACTION
SETTLEMENT

13 v.
14 WARNER/CHAPPELL MUSIC, INC.,
et al.,
15
Defendants.
16

Judge:

17

Hon. George H. King,
Chief Judge

Courtroom: 650

18
19
20

WHEREAS, a putative class action captioned Good Morning to You

21 Productions Corp., et al. v. Warner/Chappell Music, Inc., et al., Lead Case No. CV
22 13-04460-GHK (MRWx) is pending before the Court, and
23

WHEREAS, Good Morning to You Productions Corp., Robert Siegel, Rupa

24 Marya d/b/a Rupa & The April Fishes, and Majar Productions, LLC (collectively,
25 the “Plaintiffs” or “Class Representatives”), individually and on behalf of the
26 Settlement Class (defined below); Defendants Warner/Chappell Music, Inc., and
27 Summy-Birchard Inc. (jointly, “Defendants” or “Warner/Chappell”); and
28 Intervenors the Association for Childhood Education International and the Hill
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

1

EXHIBIT D
Page 73

1 Foundation, Inc. (jointly, “Intervenors”) (Plaintiffs, Defendants and Intervenors,
2 collectively, the “Parties”) have entered into a Settlement Agreement (“Settlement
3 Agreement”), which, together with the exhibits attached thereto, sets forth the terms
4 and conditions for a proposed settlement and dismissal of the Action with prejudice
5 as to Defendants for the claims of the Settlement Class upon the terms and
6 conditions set forth in the Settlement Agreement, and the Court having read and
7 considered the Settlement Agreement and exhibits attached thereto;
8

This matter coming before the Court upon the agreement of the Parties and

9 the motion of Plaintiffs seeking preliminary approval of the Settlement Agreement,
10 good cause being shown, and the Court being fully advised in the premises,
11

IT IS HEREBY ORDERED, DECREED, AND ADJUDGED AS

12 FOLLOWS:
13

1.

Terms and phrases in this Order shall have the same meaning as

14 ascribed to them in the Settlement Agreement attached hereto.
15

Settlement Class Certification for Settlement Purposes Only

16

2.

A class (the “Settlement Class”) is certified for settlement purposes

17 only.
18
19

a.

The Settlement Class is defined to mean:

(a) all Persons who, at any time since September 3, 1949, directly paid

20 Defendants, Intervenors, any of their predecessors-in-interest (or any of the
21 Affiliates of any of the foregoing) for each such Person’s use of the Song;
22

(b) all Persons who, at any time since September 3, 1949, directly paid HFA,

23 Alfred or Faber as agents for Defendants or their predecessors-in-interest for each
24 such Person’s use of the Song; or
25

(c) the American Society of Composers and Songwriters (ASCAP), foreign

26 collecting societies (such as, for example, SACEM and GEMA), and any other
27 Person who at any time since September 3, 1949 has issued blanket licenses
28 covering the Song, but only for the amounts allocated to the Song by such Persons
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

2

EXHIBIT D
Page 74

1 and directly paid to Defendants or their predecessors-in-interest (or either’s
2 Affiliates) pursuant to such blanket licenses; or
3

(d)(i) digital rights aggregation services (such as, for example, Music Reports,

4 Inc.), (ii) foreign sub-publishers (such as, for example, EMI Music Publishing Ltd.),
5 and (iii) Persons not enumerated in sub-paragraph (b), (c), or items (i)-(ii) of this
6 sub-paragraph (d) who directly paid Defendants, Intervenors, any of their
7 predecessors-in-interest (or any of the Affiliates of any of the foregoing) on behalf
8 of other Persons for such other Persons’ use of the Song at any time since
9 September 3, 1949, but only to the extent that the Persons listed in items (i)-(iii) of
10 this sub-paragraph (d) directly paid Defendants, Intervenors, any of their
11 predecessors-in-interest (or any of the Affiliates of any of the foregoing) amounts
12 that were comprised of payments by or on behalf of other Persons for such other
13 Persons’ use of the Song.
14

In the case of payments referenced in sub-paragraphs (c) and (d), the Persons

15 enumerated in sub-paragraphs (c) and (d) who made the direct payments to
16 Defendants Intervenors, any of their predecessors-in-interest (or any of the Affiliates
17 of any of the foregoing) are part of the Settlement Class, whereas the Persons on
18 whose behalf such Persons obtained the rights to use the Song (whether through a
19 blanket license or otherwise) are not part of the Settlement Class.
20

For purposes of this definition, the term “directly paid” includes payments

21 made by a Person’s accountant, attorney, business manager or similar agent acting
22 for such Person solely in the capacity of remitting payment and not for the purpose
23 of providing licensing services to other Persons. In the case of a direct payment by
24 a Person’s accountant, attorney, business manager or similar agent as described in
25 the preceding sentence, said Person on whose behalf the payment is made is the
26 Person in the Settlement Class (subject to all other requirements of this definition),
27 and that Person’s accountant, attorney, business manager or similar agent as
28 described in the preceding sentence is not in the Settlement Class by virtue of that
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

3

EXHIBIT D
Page 75

1 payment.
2

Excluded from the Settlement Class are the following: (I) Defendants, their

3 Affiliates, and HFA, and their respective officers, directors and employees; (II)
4 Intervenors, their subsidiaries, and Affiliates and their respective officers, directors,
5 employees; and (III) Class Counsel, Defendants’ Counsel, and Intervenors’ Counsel.
6 For the avoidance of doubt, Alfred and Faber are part of the Settlement Class under
7 sub-paragraph (a) with respect to their own direct licenses of the Song from
8 Defendants or their predecessors-in-interest (or either’s Affiliates), but only the sub9 licensees of Alfred and Faber are part of the Settlement Class under sub-paragraph
10 (b).
11

b.

The Settlement Class consists of thousands of persons or entities,

12 there are questions of law or fact common to the Settlement Class, Plaintiffs’ claims
13 are typical of those of the Settlement Class, and Plaintiffs will fairly and adequately
14 protect the interests of the Settlement Class. Accordingly, the requirements for class
15 certification under Fed. R. Civ. P. 23(a) are satisfied.
16

c.

In addition, the questions of law or fact common to the

17 Settlement Class predominate over any individual questions, and the class action
18 mechanism is superior to other available methods for the fair and efficient
19 adjudication of this controversy. Consequently, the Settlement Class satisfies the
20 requirements of Fed. R. Civ. P. 23(b)(3).
21

3.

The Court hereby appoints Plaintiffs Good Morning to You

22 Productions Corp., Robert Siegel, Rupa Marya d/b/a Rupa & The April Fishes, and
23 Majar Productions, LLC as Class Representatives.
24

4.

The Court hereby appoints Wolf Haldenstein Adler Freeman & Herz

25 LLP (“Wolf Haldenstein”); Randall S. Newman PC; Hunt, Ortmann, Palffy, Nieves,
26 Darling & Mah, Inc.; Donahue Fitzgerald, LLP; and Glancy Prongay & Murray,
27 LLP as Class Counsel and Wolf Haldenstein as Lead Class Counsel.
28
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

4

EXHIBIT D
Page 76

1

Preliminary Approval

2

5.

Plaintiffs have moved the Court for an order approving the settlement

3 of the Action in accordance with the Settlement Agreement, which, together with
4 the documents incorporated therein, sets forth the terms and conditions for a
5 proposed settlement and dismissal of the Action with prejudice against Defendants,
6 and the Court having read and considered the Settlement Agreement and having
7 heard the Parties and being fully advised in the premises, hereby preliminarily
8 approves the Settlement Agreement in its entirety subject to the Final Approval
9 Hearing referred to in Paragraph 22 of this Order.
10

6.

This Court finds that it has jurisdiction over the subject matter of this

11 action and over all Parties to the Action, including all members of the Settlement
12 Class.
13

7.

The Court finds that, subject to the Final Approval Hearing, the

14 Settlement Agreement falls within the range of possible approval as fair, reasonable,
15 adequate, and in the best interests of the Settlement Class. The Court further finds
16 that the Settlement Agreement substantially fulfills the purposes and objectives of
17 the class action, and provides beneficial relief to the Settlement Class. The Court
18 also finds that the Settlement Agreement: (a) is the result of serious, informed, non19 collusive arm’s length negotiations involving experienced counsel familiar with the
20 legal and factual issues of this case and made with the assistance of David Rotman,
21 Esq., of Gregorio, Haldeman & Rotman; (b) is sufficient to warrant notice of the
22 Settlement Agreement and the Final Approval Hearing to the Settlement Class; (c)
23 meets all applicable requirements of law, including Federal Rule of Civil Procedure
24 23, and the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715; and (d) is not a
25 finding or admission of liability by Defendants or Intervenors.
26

Notice and Administration

27

8.

Rust Consulting, Inc., is hereby appointed as Settlement Administrator

28 and shall perform all the duties of the Settlement Administrator as set forth in the
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

5

EXHIBIT D
Page 77

1 Settlement Agreement and this Order.
2

9.

The Court finds that the Notice and Notice Plan as set forth in the

3 Settlement Agreement are reasonably calculated to, under all circumstances, apprise
4 the members of the Settlement Class of the pendency of this action, certification of
5 the Settlement Class for settlement purposes only, the terms of the Settlement
6 Agreement, and their right to object to the Settlement or to exclude themselves from
7 the Settlement Class.

The Notice and Notice Plan are consistent with the

8 requirements of Rule 23 and due process, and constitute the best notice practicable
9 under the circumstances.
10

10.

The Court therefore approves the Notice and the Notice Plan, including

11 the Mail Notice and Publication Notice attached as Exhibits B and C, respectively,
12 to the Settlement Agreement. The Court also approves the Claim Form, attached as
13 Exhibit A to the Settlement Agreement, and claims administration procedures set
14 forth in the Settlement Agreement. The Parties may, by agreement, revise the Mail
15 Notice, Publication Notice, and/or Claim Form in ways that are not material, or in
16 ways that are appropriate to update those documents for purposes of accuracy or
17 formatting.
18

11.

Pursuant to Section 5 of the Settlement Agreement, the Notice Plan

19 shall be implemented as follows: Within five (5) days of the entry of this Order,
20 Defendants shall provide the Settlement Class Member Address List to the
21 Settlement Administrator. Within twenty-one (21) days of the entry of this Order,
22 the Settlement Administrator shall mail the Mail Notice, substantially in the form
23 attached to the Settlement Agreement as Exhibit B, and the Claim Form,
24 substantially in the form attached to the Settlement Agreement as Exhibit A, to each
25 Settlement Class Member identified in the Settlement Class Member Address List.
26

12.

Within five (5) days after mailing the Mail Notice, the Settlement

27 Administrator shall cause the Publication Notice, substantially in the form attached
28 to the Settlement Agreement as Exhibit C, to appear once each in The Hollywood
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

6

EXHIBIT D
Page 78

1 Reporter (in one-eighth page size), the U.S. edition of Variety (in one-eighth page
2 size), and Billboard (in one-eighth page size).
3

13.

Within five(5) days after entry of this Order, the Settlement

4 Administrator shall publish the Website Notice, substantially in the form attached to
5 the Settlement Agreement as Exhibit B, through the Settlement Website.

The

6 Settlement Website shall be developed, hosted, and maintained by the Settlement
7 Administrator through the Final Settlement Date.
8

14.

The Defendants shall have complied with the requirements of 28

9 U.S.C. § 1715 and served notice of the proposed Settlement Agreement upon the
10 appropriate government officials within (10) days after the Settlement Agreement
11 was filed with the Court.
12

15.

Settlement Class Members who wish to receive a payment under the

13 Settlement Agreement must complete and submit a timely and valid Period One
14 Claim Form and/or Period Two Claim Form. All Claims must be postmarked or
15 received by the Settlement Administrator on or before the Claims Deadline, which is
16 hereby set as fifty (50) days after the Notice Date.
17

Exclusion

18

16.

Persons or entities who would otherwise be in the Settlement Class but

19 who wish to exclude themselves from the Settlement Class for purposes of this
20 Settlement may do so by submitting a request for exclusion to the Settlement
21 Administrator on or before the Objection/Exclusion Deadline, which is hereby set as
22 fourteen (14) days before the Final Approval Hearing referred to in Paragraph 22 of
23 this Order. The request for exclusion must comply with the exclusion procedures
24 set forth in the Settlement Agreement and include the case number of the Action;
25 such person or entity’s name, address, email address (if applicable), phone number
26 and signature (or the signature of an authorized representative of such person or
27 entity); the date(s) of all direct payment(s) to Defendants or Defendants’
28 predecessors-in-interest or either’s Affiliates or HFA, Alfred or Faber for use of the
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

7

EXHIBIT D
Page 79

1 Song, and the dollar amount(s) paid to Defendants or Defendants’ predecessors-in2 interest or either’s Affiliates or HFA, Alfred or Faber for use of the Song; and a
3 statement that such person or entity wishes to be excluded from the Settlement Class
4 for purposes of this Settlement. A request for exclusion may not request exclusion
5 of more than one Settlement Class Member.
6

17.

Any member of the Settlement Class who timely requests exclusion

7 consistent with these procedures shall not: (i) be bound by the Final Order and
8 Judgment; (ii) be entitled to relief under the Settlement Agreement; (iii) gain any
9 rights by virtue of the Settlement Agreement; or (iv) be entitled to object to any
10 aspect of the Settlement Agreement. However, members of the Settlement Class
11 who fail to submit a valid and timely request for exclusion shall be bound by all
12 terms of the Settlement Agreement and the Final Order and Judgment, regardless of
13 whether they have otherwise requested exclusion from the Settlement Class.
14

Objections

15

18.

Any member of the Settlement Class who has not filed a timely and

16 valid request for exclusion may object to the granting of final approval to the
17 Settlement Agreement. Settlement Class Members may object on their own, or may
18 do so through separate counsel at their own expense.
19

19.

Any Settlement Class Member who intends to object to this Settlement

20 Agreement must present the objection in writing, which must be personally signed
21 by the objector and include: (a) the objector’s name, address, email address, and
22 contact phone number; (b) an explanation of the basis upon which the objector
23 claims to be a Settlement Class Member; (c) all grounds for the objection, including
24 any supporting law or evidence, if any; (d) the name and contact information of any
25 and all attorneys representing, advising, or in any way assisting the objector in
26 connection with the preparation or submission of the objection or who may profit
27 from the pursuit of the objection (the “Objecting Attorneys”); and (e) a statement
28 indicating whether the objector intends to appear at the Final Approval Hearing
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

8

EXHIBIT D
Page 80

1 (either personally or through counsel who files an appearance with the Court in
2 accordance with the Court’s Local Rules).
3

20.

All objections and any papers submitted in support of such objections

4 must be submitted to the Court on or before the Objection/Exclusion Deadline either
5 by mailing them to the Class Action Clerk, or by filing them in person at any
6 location of the United States District Court for the Central District of California,
7 except that any objection made by a Settlement Class Member represented by
8 counsel must be filed through the Court’s Case Management/Electronic Case Filing
9 (CM/ECF) system.
10

21.

Any Settlement Class Member who fails to timely mail or file a written

11 objection with the Court and notice of intent to appear at the Final Approval Hearing
12 in accordance with the terms of this Settlement Agreement and as detailed in the
13 Notice shall not be permitted to object to the Settlement at the Final Approval
14 Hearing, and shall be foreclosed from seeking any review of the Settlement by
15 appeal or other means and shall be deemed to have waived his, her or its objections
16 and be forever barred from making any such objections in the Action or any other
17 action or proceeding.
18

Final Approval Hearing

19

22.

A Final Approval Hearing shall be held before this Court on

20 __________, 2016 at 9:30 A.M. in Courtroom 650 of the United States District
21 Court for the Central District of California, located at 255 East Temple Street, Los
22 Angeles, CA 90012, to consider: (a) whether the proposed settlement of the Action
23 on the terms and conditions provided for in the Settlement Agreement is fair,
24 reasonable and adequate and should be given final approval by the Court; (b)
25 whether a final judgment should be entered; (c) whether to award payment of
26 attorneys’ fees and expenses to Class Counsel and in what amount; and (d) whether
27 to award payment of incentive awards to the Class Representatives and in what
28 amount. The Court may adjourn the Final Approval Hearing without further notice
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

9

EXHIBIT D
Page 81

1 to Class Members.
2

23.

The Court also sets the following dates and deadlines:

3
Deadline for Class Counsel to File ___________, 2016
Settlement and Fee Brief for Final
Approval Hearing (Noticed for [21 days before Final
_____, 2016)
Approval Hearing]

4
5
6

Deadline for Settlement Members ___________, 2016
to Object to Settlement or Opt Out
of Settlement Class
[14 days before Final
Approval Hearing]

7
8

Deadline for Defendants to Object ___________, 2016
to Class Counsel’s Fee and
Expense Petition
[14 days before Final
Approval Hearing]

9
10
11

Deadline for Settlement Class ___________, 2016
Members to Submit Claims
[50 days after Notice
Date]

12
13

Deadline for Class Counsel to File ___________, 2016
Reply in Support of Settlement
and Fee Brief
[7 days before Final
Approval Hearing]

14
15
16
17

Further Matters

18

24.

In order to protect its jurisdiction to consider the fairness of the

19 Settlement Agreement and to enter a Final Order and Judgment having binding
20 effect on all Settlement Class Members, the Court hereby enjoins all members of the
21 Settlement Class, and anyone who acts or purports to act on their behalf, from
22 pursuing any of the Released Claims.
23

25.

Settlement Class Members shall be bound by all determinations and

24 judgments in the Action concerning the Action and/or Settlement Agreement,
25 whether favorable or unfavorable.
26

26.

All discovery and pretrial proceedings and deadlines are stayed and

27 suspended until further notice from the Court, except for such actions as are
28 necessary to implement the Settlement Agreement and this Order.
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

10

EXHIBIT D
Page 82

1

27.

In the event that the Settlement Agreement is terminated pursuant to the

2 provisions of the Settlement Agreement, then (a) the Settlement Agreement, this
3 Preliminary Approval Order, and the Final Order and Judgment (if applicable)
4 (including but not limited to the certification of the Settlement Class, the
5 appointment of Plaintiffs as Class Representatives, and the appointment of Class
6 Counsel) shall be vacated and shall be null and void, shall have no further force and
7 effect with respect to any Party in this Action, and shall not be used in this Action or
8 in any other proceeding for any purpose; (b) this action will revert to the status that
9 existed before the Settlement Agreement’s execution date; (c)(i) no term or draft of
10 the Settlement Agreement, (ii) nor any part of the Parties’ settlement discussions,
11 negotiations, or documentation (including any declaration or brief filed in support of
12 the motion for preliminary approval or motion for final approval), (iii) nor any
13 rulings regarding class certification for settlement purposes (including the
14 Preliminary Approval Order and, if applicable, the Final Order and Judgment), will
15 have any effect or be admissible into evidence for any purpose in the Action or any
16 other proceeding.
17

28.

The Court may, for good cause, extend any of the deadlines set forth in

18 this Order without further notice to the Settlement Class Members. The Final
19 Approval Hearing may, from time to time and without further notice to the
20 Settlement Class Members, be continued by order of the Court.
21

IT IS SO ORDERED.

22
23 Date: _________________
24
25

_________________________________________
HON. GEORGE H. KING
CHIEF UNITED STATES DISTRICT JUDGE

26
27
28
[PROPOSED] ORDER GRANTING PRELIMINARY
APPROVAL OF CLASS SETTLEMENT
CASE NO. 13-CV-04303-LHK

11

EXHIBIT D
Page 83

Exhibit E

EXHIBIT E
Page 84

1
2
3
4
5
6
7
8

UNITED STATES DISTRICT COURT

9

CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION

10
11

GOOD MORNING TO YOU
PRODUCTIONS CORP., et al.,

12

Plaintiffs,

13
14
15
16
17

Lead Case No. CV 13-04460-GHK
(MRWx)
[PROPOSED] FINAL ORDER AND
JUDGMENT

v.
WARNER/CHAPPELL MUSIC, INC.,
et al.,
Defendants.

Judge:

Hon. George H. King,
Chief Judge

Courtroom: 650

18
19
20
21
22
23
24
25
26
27
28

Pending before the Court is Plaintiffs’ Motion for Final Approval of Class
Action Settlement. Plaintiffs have asked the Court to: (a) confirm certification of the
Settlement Class for settlement purposes only; (b) overrule any objections to the
Settlement; and (c) enter a Final Order and Judgment approving the Settlement. The
Court has jurisdiction over the subject matter of the Action and over all Parties to the
Action, including all Settlement Class Members. Due and adequate notice having been
given to the Settlement Class pursuant to the Preliminary Approval Order, and the
Court having considered all papers filed and proceedings had herein and otherwise
1

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 85

1

being fully informed in the premises, IT IS HEREBY ORDERED that the Settlement

2

is approved as fair, reasonable, and adequate.

3

1.

This Final Order and Judgment (“Judgment”) incorporates by reference

4

the definitions in the Settlement Agreement, and all capitalized terms used herein shall

5

have the same meanings as set forth therein.

6

2.

Pursuant to Federal Rule of Civil Procedure 23, the Court certifies, for

7

purposes of the Settlement only, the Settlement Class as defined in the Settlement

8

Agreement and in the Preliminary Approval Order. The Persons who timely submitted

9

valid requests for exclusion from the Settlement Class, as listed on Exhibit 1 hereto, are

10
11

hereby excluded from the Settlement Class.
3.

For the purposes of settlement only, the Court finds that the prerequisites

12

for a class action under Rules 23(a) and (b)(3) have been satisfied in that: (a) the

13

members of the Settlement Class are so numerous that joinder of all Settlement Class

14

Members in the class action is impracticable; (b) there are questions of law and fact

15

common to the Class that predominate over any individual question; (c) Plaintiffs’

16

claims are typical of the claims of the Settlement Class; (d) Plaintiffs and Class

17

Counsel have fairly and adequately represented and protected the interests of

18

Settlement Class Members; and (e) a class action is superior to other available methods

19

for the fair and efficient adjudication of the controversy, considering: (i) the extent and

20

nature of any litigation concerning the controversy already commenced by Settlement

21

Class Members; (ii) the interests of the Settlement Class Members in individually

22

controlling the prosecution of separate actions; (iii) the desirability or undesirability of

23

concentrating the litigation of these claims in this particular forum; and (iv) the

24

difficulties likely to be encountered in the management of the class action.

25
26

4.

Pursuant to Rule 23, the Court finds that the Settlement Agreement and

Settlement are fair, reasonable, and adequate as the Parties and the Settlement Class

27
28

2

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 86

1

Members, and that the Settlement Agreement and Settlement are hereby finally

2

approved in all respects.

3
4
5
6
7

5.

Accordingly, the Court authorizes and directs implementation of all the

terms and provisions of the Settlement Agreement.
6.

The Court hereby declares that, as of the Final Settlement Date, the Song

will be in the public domain.
7.

The Court hereby dismisses with prejudice the Action and all claims

8

contained therein and all of the Released Claims as against the Released Parties, except

9

as and to the extent provided in the Settlement Agreement and herein.

10

8.

Upon the Final Settlement Date, and as provided in the Settlement

11

Agreement, Plaintiffs, each and all of the Settlement Class Members (other than those

12

listed on Exhibit 1)—and with respect to the Released Claims released between

13

Defendants and Intervenors, all of the Released Parties—and anyone claiming through

14

or on behalf of any of them, including but not limited to all of the their present, former,

15

and future licensees with respect to the Song (including, without limitation, any

16

blanket licensee or subscriber of a Settlement Class Member), heirs, executors,

17

administrators,

18

predecessors-in-interest, successors, successors-in-interest, assigns, and legatees; and

19

to the extent a Settlement Class Member is not an individual, all of its present, former,

20

and future licensees with respect to the Song (including, without limitation, any

21

blanket licensee or subscriber of a Settlement Class Member), direct and indirect

22

parent companies, Affiliates, subsidiaries, divisions, agents, franchisees, successors,

23

successors-in-interest, predecessors, and predecessors-in-interest, shall be deemed to

24

have, and by operation of this Judgment shall have, fully, finally, and forever waived,

25

remised, released, relinquished, and discharged all Released Claims (including,

26

without limitation, Unknown Claims) against the Released Parties, regardless of

27

whether such Settlement Class Member executes and delivers the Claim Form.

28

representatives,

agents,

3

attorneys,

partners,

predecessors,

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 87

1

9.

Upon the Final Settlement Date, Plaintiffs, each and all of the Settlement

2

Class Members (other than those listed on Exhibit 1) —and with respect to the

3

Released Claims released between Defendants and Intervenors, all of the Released

4

Parties—and anyone claiming through or on behalf of any of them, including but not

5

limited to all of the their present, former, and future licensees with respect to the Song

6

(including, without limitation, any blanket licensee or subscriber of a Settlement Class

7

Member), heirs, executors, administrators, representatives, agents, attorneys, partners,

8

predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, and

9

legatees; and to the extent a Settlement Class Member is not an individual, all of its

10

present, former, and future licensees with respect to the Song (including, without

11

limitation, any blanket licensee or subscriber of a Settlement Class Member), direct

12

and indirect parent companies, Affiliates, subsidiaries, divisions, agents, franchisees,

13

successors, successors-in-interest, predecessors, and predecessors-in-interest, shall be

14

deemed to be, and by operation of this Judgment, shall be, permanently barred and

15

enjoined from asserting, instituting, maintaining, prosecuting, or enforcing, in any

16

court of law or equity, arbitration, tribunal, administrative forum, or other forum of any

17

kind (whether within the United States or not), any and all Released Claims (including,

18

without limitation, Unknown Claims) against any of the Released Parties – regardless

19

of whether such Settlement Class Member executes and delivers the Claim Form – as

20

well as any claims arising out of, relating to, or in connection with, the defense,

21

settlement, or resolution of the Action or the Released Claims against the Released

22

Parties, Plaintiffs, or Class Counsel, except for claims relating to the enforcement of

23

the Settlement, or any confidentiality agreement to which the Parties have entered or

24

may enter into in connection with the Action.

25

10.

The notice given to the Class in accordance with the Preliminary

26

Approval Order was the best notice practicable under the circumstances to all Persons

27

entitled to such notice, including the individual notice to all Settlement Class Members

28

4

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 88

1

whose names and addresses could be identified by Defendants through reasonable

2

means. Said notice fully satisfied the requirements of Rule 23, the requirements of due

3

process, and the requirement of the Class Action Fairness Act of 2005, 28 U.S.C.

4

§ 1715, and all other applicable law and rules.

5

11.

Defendants and Intervenors deny any wrongdoing whatsoever, and this

6

Judgment shall in no event be construed or deemed to be evidence of, or an admission

7

or concession on the part of any Defendant or Intervenor with respect to any claim of,

8

any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the

9

defenses that any Defendant or Intervenor has asserted or could assert in the Action or

10

any other action.

11

12.

Neither the Settlement Agreement nor any of its terms or provisions, nor

12

any of the negotiations, discussions, proceedings connected with it, nor any act

13

performed or document executed pursuant to or in furtherance of the Agreement or the

14

Settlement: (a) is or may be deemed to be or may be used as an admission of, or

15

evidence of, the validity of any of the allegations in the Action or of the validity of any

16

Released Claim, or of any wrongdoing or liability of the Released Parties; or (b) is or

17

may be deemed to be or may be used as an admission of, or evidence of, any fault or

18

omission of any of the Released Parties in any civil, criminal, or administrative

19

proceeding in any court, arbitration proceeding, administrative agency, or forum or

20

tribunal in which the Released Parties are or become parties; or (c) is or may be

21

deemed to be or may be used as an admission or evidence that any claims asserted by

22

Plaintiff were not valid or that the amount recoverable was not greater than the

23

Settlement Amount, in any civil, criminal, or administrative proceeding in any court,

24

administrative agency, or other tribunal.

25

13.

The Released Parties, Plaintiffs, Settlement Class Members, and their

26

respective counsel may file the Settlement Agreement or this Judgment in any action

27

that may be brought against them in order to support a defense or counterclaim based

28

5

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 89

1

on principles of res judicata, collateral estoppel, release, good faith settlement,

2

judgment bar or reduction or any other theory of claim preclusion or issue preclusion

3

or similar defense or counterclaim. The Parties may file the Settlement Agreement or

4

this Judgment in any proceedings that may be necessary to consummate or enforce the

5

Agreement, the Settlement, or this Judgment.

6

14.

Without affecting the finality of this Judgment in any way, this Court

7

hereby retains continuing exclusive jurisdiction over: (a) implementation of this

8

Settlement and any award or distribution of the Settlement Fund, including interest

9

earned thereon; (b) disposition of the Settlement Fund; (c) disposition of the Fee and

10

Expense Award and the Incentive Awards in the Action; and (d) all Parties hereto for

11

the purpose of construing, enforcing, and administering the Settlement Agreement.

12

15.

The Court hereby directs that the first $100,000 of Settlement Notice and

13

Administration Expenses shall be paid out of the Settlement Fund without further order

14

of the Court in accordance with Sections 1.52 and 5.3 of the Settlement Agreement.

15

16.

Class Counsel are awarded the sum of $__________ in Fees and

16

Expenses, consisting of $__________ in attorneys’ fees and $__________ in expenses,

17

to be allocated by Lead Class Counsel in the manner provided for in the Settlement

18

Agreement. Defendants shall pay such amounts (or the amounts provided for in the

19

Settlement Agreement, if Defendants appeal this award) to Lead Class Counsel within

20

five (5) days of the Final Settlement Date in the manner provided for in the Settlement

21

Agreement.

22

17.

The Court hereby approves the Incentive Awards, and grants $15,000 as

23

incentive compensation to Plaintiff GMTY and $10,000 each to Plaintiffs Siegel,

24

Marya, and Majar. The Court further directs that Defendants shall, within five (5) days

25

after the Final Settlement Date, pay such amounts to Plaintiffs in the manner provided

26

for in the Settlement Agreement.

27
28

6

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 90

1

18.

It is not a condition of the Settlement that any Fee and Expense Award or

2

Incentive Award be approved by the Court. Any order or proceeding relating to the

3

amount of any Fee and Expense Award or Incentive Award, or any appeal from or

4

reversal or modification thereof, shall not operate to modify, terminate or cancel the

5

Settlement, or affect or delay the Judgment.

6

19.

Defendants shall, within ten (10) days after the Final Settlement Date,

7

cause to be paid into the Escrow Account the remaining portion of the Settlement Fund

8

as necessary to pay Authorized Claims (pursuant to Section 3 (and all subparts thereof)

9

of the Settlement Agreement), outstanding Settlement Administration and Notice

10

Expenses, Taxes, and Tax Expenses.

11

Administration and Notice Expenses beyond $100,000, Defendants shall pay the

12

Settlement Administrator directly (on terms that are agreed upon by Defendants and

13

the Settlement Administrator) without further order of the Court.

14

20.

To the extent that there are Settlement

The Court finds that during the course of the Action, the Parties and their

15

respective counsel at all times complied with the requirements of Federal Rule of Civil

16

Procedure 11.

17

21.

In the event that the Settlement does not become effective in accordance

18

with the terms of the Settlement Agreement, or the Final Settlement Date does not

19

occur, then: (a) the Settlement Agreement, this Judgment (including but not limited to

20

the certification of the Settlement Class, the appointment of Plaintiffs as Class

21

Representatives, and the appointment of Class Counsel) shall be vacated and shall be

22

null and void, shall have no further force and effect with respect to any Party in this

23

Action, and shall not be used in this Action or in any other proceeding for any purpose;

24

(b) this action will revert to the status that existed before the Settlement Agreement’s

25

execution date; (c)(i) no term or draft of the Settlement Agreement, (ii) nor any part of

26

the Parties’ settlement discussions, negotiations, or documentation (including any

27

declaration or brief filed in support of the motion for preliminary approval or motion

28

7

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 91

1

for final approval), (iii) nor any rulings regarding class certification for settlement

2

purposes (including the Preliminary Approval Order and this Judgment), will have any

3

effect or be admissible into evidence for any purpose in the Action or any other

4

proceeding.
22.

5
6

the provisions of the Settlement Agreement without further order of the Court.
23.

7
8
9
10

The Parties may agree to reasonable extensions of time to carry out any of

The Court directs immediate entry of this Judgment by the Clerk of the

Court.
IT IS SO ORDERED.
DATED:

Honorable George H. King
Chief United States District Judge

11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

8

[PROPOSED] FINAL ORDER AND JUDGMENT
CASE NO. CV 13-04460-GHK (MRWX)
EXHIBIT E
Page 92