Warner Bros. publishing contract..

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my band got offered this television placement deal today.. but i can't understand what it's asking or if we retain the rights to our music or not.. can anyone explain this??


1. Assignor represents and warrants to Producer Assignor has, independent of this Agreement, previously engaged the services of all composer(s), writer(s), and/or author(s) (individually and collectively hereinafter referred to as “Composer&#8221 as listed on Exhibit “A” (attached hereto and hereby formally incorporated into this Agreement by reference) as an employee for hire for Assignor, to write, create, compose, produce, and/or record the certain musical composition(s), lyrics, and/or corresponding master recording(s) which together comprise the work(s) listed on Exhibit “A” (said music, lyrics, master recording, and all performances contained therein, being hereinafter referred to individually and collectively as "Composition(s)"). Assignor warrants Composer has in fact wrote the Composition as an employee for hire for Assignor, and that prior to entering into this transaction, Assignor has been the sole legal author of the Compositions, and is solely entitled to all copyright therein and thereto, with the right to make such changes therein and such uses of it, as it may determine as such author.

2. For good and valuable consideration, Assignor hereby assigns, transfers and sets over, forever, to Producer, its successors and assigns, all of the right, title and interest, both legal and equitable, of Assignor throughout the universe in and to the Composition for all purposes whatsoever, without condition, restriction or limitation of any kind, and free and clear of any and all claims for royalty or other compensation, except as specifically set forth herein. As full and complete consideration for all rights and benefits transferred hereunder, Producer shall pay Assignor Five Hundred Fifty U.S. Dollars ($550.00) per Composition and any derivative version(s) thereof (i.e.: instrumental versions, remixes, cut-downs, etc.), plus Assignor shall be entitled to royalties from Producer or Producer’s designees, as applicable, in accordance with Exhibit “B” and Exhibit “C” attached hereto and incorporated herein.

3. Assignor hereby certifies and confirms that Producer shall from this day forward forever be the sole and exclusive legal author of the Composition, and as proprietor of such copyrights, shall have the exclusive right to register or to renew (as applicable) said copyright in its own name and owns all other rights (including the moral rights of authors) in the Composition, and has the right to make such changes therein and such use thereof as it may determine as such author. Producer shall have the right, but not the obligation, to publicly use the name of Assignor in connection with the Composition (by way of example only: screen credits, track listings, publicity materials, etc.), but such potential use of the name of Assignor shall not be deemed to be a waiver of any of the rights of Producer as author hereunder. Notwithstanding the preceding sentence, to the extent such comes under the control of Producer, Producer agrees to utilize reasonable efforts to submit (or help facilitate such submission, to the extent possible given the particular circumstances) timely and accurate cue sheets to the American performing rights societies for actual uses of the Compositions which are eligible to earn American performing rights royalties. For any such actual uses, Assignor or Composer shall be entitled to receive directly from his/her own affiliated performing rights society his/her pro-rata share (of so-called “writers share” only) of public performance royalties collected in America or throughout the world by or on behalf of such society, and Assignor shall have no claim whatsoever against Producer for any royalties received by Producer from any performing rights society and/or from any other such disbursing entity which makes payment directly or indirectly to writers, authors, composers, music publishers or master recording owners.

4. By way of description and not by way of limitation, it is hereby understood, agreed and confirmed that the absolute and unlimited sole and exclusive world-wide rights which vest in Producer hereunder shall include, but shall not be limited to, motion picture, synchronization, mechanical, electrical reproducing, radio, television, performing and dramatic rights and all other rights of every kind, nature and description, whether now known or hereafter to become known or come into being; the right to make, distribute, transmit, publicize and exhibit motion pictures containing the Composition; the right to use the Composition in the production, recording, transmission, reproduction, exhibition and publicizing of motion pictures and television performances, as well as in connection with all other forms of performances and productions; the right to change, adapt, arrange, translate, orchestrate, add to, interpolate other music or lyrics in, take from, the title, music or lyrics of the Composition; the right to use the title of the Composition as the titles of motion pictures, plays, books and other literary properties and productions; the right to publish, copyright, print, reprint, copy and vend; the right to assign the Composition to a publisher and/or administrator of the rights of Producer hereunder, subject to the reservation to Producer of the right to use the Composition for its own purposes, free and clear of any payments whatsoever.

5. Assignor represents and warrants that said Composition is original with Assignor in all respects; that it is not nor is any part thereof taken from or based upon any other musical, dramatic or other composition; that it in no way infringes upon the copyright of any other right of any person, firm or corporation; that the Composition was conceived, developed, and/or produced exclusively by non-union composers, authors, producers, engineers, vocalists, musicians, and any/all other concerned persons and/or entities; that the Compositions are not subject to the jurisdiction of any union or collective bargaining agreement (including, but not limited to: Screen Actors Guild, American Federation of Television & Radio Artists or American Federation of Musicians); and that the use of said Composition by Producer in any form whatsoever will not in any way directly or indirectly infringe upon the rights of any person, firm or corporation whatsoever. Assignor will indemnify, make good and hold harmless Producer, its successors and assigns, of, from and against any and all loss, damage, costs, charges, legal fees, recoveries, judgments, penalties and expenses which may be obtained against, imposed upon or suffered by Producer, its successors and assigns, by reason of any infringement or violation or alleged infringement or violation of any copyright or of any other right of any person, firm or corporation, or by reason of or from any use which may be made of said Composition, or by reason of the breach of any term, covenant, representation or warranty herein contained, or by reason of anything whatsoever which might prejudice the securing to Producer of the full benefit of the rights herein transferred. The foregoing shall not apply to any change in said Composition which may be made by Producer.

6. Assignor agrees to execute, acknowledge and deliver and/or to procure the execution, acknowledgment and delivery to Producer of all further assignments and/or other instruments which, in the sole reasonable discretion of the Producer, may be necessary or expedient to carry out or effectuate the purposes or intent hereof.

 

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7. Assignor agrees that in the event of any breach by Producer of this instrument, Assignor will not have the right to terminate or rescind this instrument or to enjoin the distribution or exploitation of the Composition or any other audiovisual work, phonorecord, or other work derived therefrom. Nothing herein shall obligate Producer to actually use, distribute or perform the Composition or any other work.

8. No failure by Producer to perform any of its obligations hereunder shall constitute a breach of this Agreement, unless Assignor has given Producer written notice of such alleged non-performance and Assignor fails to cure such alleged non-performance within thirty (30) days of its actual receipt of such notice.

9. Any and all controversies, claims or disputes arriving out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this agreement to arbitrate (“Dispute”), except as set forth in subparagraphs (b) and (c), below, shall be resolved according to the procedures set forth in subparagraph (a), below, which shall constitute the sole dispute resolution mechanism hereunder:

(a) Arbitration: In the event that the parties hereto (“Parties”) are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall follow California law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the Parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any California state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.

(b) Injunctive Relief: Notwithstanding the foregoing, Producer shall be entitled to seek injunctive relief in the state and federal courts of Los Angeles County.

(c) Other Matters: Any Dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County.


10. This instrument is a valid and binding contract, it is the entire Agreement between the Parties regarding the subject matter addressed herein, and it cannot be modified in any way except by a written instrument signed by both the Producer and Assignor.

Understood and agreed:




Assignor’s Authorized Representative

Please Print Name:

 

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DAWN Syndicated Productions, Inc.




James Dorgan
Business Affairs & Legal Counsel



EXHIBIT “A”



Composition Titles Composer(s), shares & society Date Assigned

1.


2.


3.


4.


5.



EXHIBIT “B”

SOUNDTRACK†RECORD†ROYALTIES

1. Producer agrees to pay, or cause Distributor (hereinafter defined) to pay to Assignor, the following royalties in respect of the sale of phonograph records containing the master recordings embodying the Composition(s) assigned hereunder and included in music soundtrack albums (for purposes of the Exhibit “B”, hereinafter referred to as the "Masters"):

(a) An artist royalty at the rate of eight percent (8%) of the suggested retail list price from time to time in respect of net sales of phonograph records embodying the "Soundtrack Album" (here*inafter defined) through normal retail channels in the United States (such sales of the Soundtrack Album are hereinafter referred to as "U.S. LP Retail Sales"). As used herein, the term "Soundtrack Album" shall mean a long-playing album consisting entirely of master recordings derived from the sound*track of a media production; and the term "through normal retail channels in the United States" shall refer to sales of records by the Distributor on top-line labels through its customary distributors for resale at full price through record and other retail stores;

(b) Solely in the event that Composer renders services as the producer of the Masters for the purposes of embodying same on the Sound*track Album, Producer will pay or cause to be paid to Assignor an addi*tional royalty at the rate of two percent (2%) of the suggested retail list price from time to time in respect of U.S. LP Retail Sales.

(c) The royalty payable to Assignor with respect to sales under paragraph 1(a) and/or 1(b) above shall in all respects be reduced, computed and determined in the same manner as Producer's basic royalty under the Distribution Agreement (hereinafter defined) (i.e., without regard to any sales escalations) is reduced, computed and determined with respect to such sales (including, without limitation, based on the same percentage of net sales, subject to the same reserve and liquidation provisions, and subject to the same packaging deduc*tions, free goods and discount reductions) and the royalty payable to Assignor with respect to all other sales of phonograph records and other exploitation of the Masters shall be subject to the same category variations, deductions and reductions as is Producer's basic royalty under the Distribution Agreement (including, without limitation, reductions for foreign sales, tape sales, "singles" sales, "mini-LP" sales, record club sales, mid-price and budget sales, PX sales, compact disc sales and coupling). No royalties shall be payable to Assignor in respect of any exploitation of the Masters for which Producer is not entitled to receive or does not earn a royalty pursuant to the Distribution Agreement. Notwithstanding anything to the contrary contained herein, but subject to paragraph 1(d) below, in the event that Producer enters into a distribution agreement for the distribution of a storybook album derived from a media production (the "Storybook Album") and any of the Masters are included on the Storybook Album, Producer shall pay Assignor fifty percent (50%) of the net sums actually received by Producer from the distributor of the Storybook Album with regard to the exploitation of the Storybook Album.

(d) Notwithstanding anything to the contrary contained herein, the royalty payable to Assignor with respect to sales of any phono*graph record not consisting exclusively of the Masters shall be prorated on the basis of the number of royalty-bearing Masters contained thereon divided by the total number of master recordings on such record; provided, however, that any royalty due with respect to the Storybook Album, if any, shall be prorated based on playing time and not the number of Masters contained thereon (i.e., such royalties shall be prorated by a fraction the numerator of which is the playing time of the Masters embodied thereon and the denominator of which is the total playing time of the Storybook Album). Royalties on Masters embodying Composer's performances, together with the performances of one or more other royalty bearing artists shall be prorated on the basis of the number of artists (including Assignor) whose performances are embodied on such Master. In the event any Master is produced by Composer, jointly or separately, with another record producer to whom Producer shall be obligated to pay a royalty, or in the event any other record producer to whom Producer is obligated to pay a royalty shall perform additional services with respect to any Master produced by Composer hereunder, then the royalty payable to Assignor with respect to such Master shall be reduced by the royalty payable to such other record producer.

(e) Notwithstanding any of the foregoing, no record royalties shall be payable to Assignor unless and until all recording costs and conversion costs of the Masters shall be recouped by the Distributor or Producer, as the case may be, from royalties payable to Assignor hereunder. After such recoupment, Assignor's record royalty shall be paid prospectively, commencing with the next record sold after such recoupment.

2. At such time, if any, as Producer's royalty account under the Distribution Agreement is in a recouped position and Assignor's royalty account is recouped hereunder ("Recoupment"), Producer agrees to use its best efforts to cause the Distributor to account for and pay Assignor's royalties directly to Assignor on a semi-annual basis, in accordance with Distributor's standard accounting procedures, commencing with the accounting period immediately following Recoupment. Prior to Recoupment and/or in the event the Distributor refuses to directly pay and account to Assignor, Producer shall render accountings and royalty payments to Assignor pursuant to this Exhibit "B" within sixty (60) days after Producer's receipt of such accountings and royalty payments from the Distributor. If Producer accounts directly to Assignor, Producer shall be entitled to rely on the Distributor's royalty statements to Producer in accounting to Assignor. Assignor shall be deemed to have consented to each royalty accounting to Assignor hereunder, and each such accounting shall become final and binding upon Assignor, unless Assignor renders specific written objection, stating the basis thereof, at least sixty (60) days prior to the date the Distributor's corresponding accounting to Producer becomes binding on Producer; and if Producer gives Assignor written notice that it denies the validity of the objection, unless suit is instituted thereon at least sixty (60) days prior to the last date Producer may institute suit against the Distributor on the corresponding accounting to Assignor. Assignor shall have the right, at Assignor's expense, to audit Producer's books and records which have not then been rendered incontest*able, but no more often then once per twelve (12) month period, relating to the sale of phonograph records embodying the Masters, during normal business hours and on reasonable written notice. Assignor shall have no independent right to audit the Distributor's books and records unless Distributor shall have agreed to same. If Producer elects to audit the Distributor's books and records relating to phonograph records under the Distribution Agreement (which Producer shall have no obligation to do), Assignor shall receive Assignor's pro rata share of any net recovery therefrom (i.e., after deduction of the costs of such audit) in the proportion which Assignor's royalty for the record involved pursuant to paragraph 1 above bears to the overall royalty for the record involved payable pursuant to the Dis*tribution Agreement.

 

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3. Definitions of terms used in this Exhibit:

(a) "Recording" or "master†recording" means any recording of sound or a combination of sound and a visual accompaniment, by any method and on any substance or material, whether now or hereafter known, embodying a single musical composition, including a medley and any bridging or spoken passages, irrespective of length;

(b) "Phonograph†record" or "record" means any device, at any speed, on any material, now or hereafter known, including, without limitation, disc, wire, tape and film, utilized for the reproduction of sound only;

(c) "Album" or "LP" means one or more records of at least 35 minutes in playing time, sold in a single package;

(d) "Distributor" means the person with whom Producer enters into an agreement for the distribution of records embodying all or any part of the soundtrack of a media production;

(e) "Distribution†Agreement" means the agreement between Pro*ducer and Distributor and relating to the Soundtrack Album, as same may be modified, extended, renewed and substituted;

(f) "Recording†costs" means direct costs incurred in pro*duction of the Master(s) which are now or hereafter recognized as recording costs in the motion picture and phonograph record indus*tries, including, without limitation, payments to persons rendering services in connection with the recording of the Master(s); payments to a union or guild trustee or fund based on services at recording sessions; studio or rehearsal hall rental; payments to sound engineers, and for tape, editing, mixing and other similar func*tions; and costs for rental and cartage of instruments, music and equipment and transportation thereof;

(g) "Conversion†costs" means the costs of converting the Master(s) from a motion picture recording to use in phonograph records, including, without limitation, re-recording costs, reuse fees, editing, mastering, equalizing, reference dubs, sweetening, etc.
END OF EXHIBIT “B”EXHIBIT “C”

MUSICAL COMPOSITION ROYALTY†SCHEDULE

Producer agrees to pay, or cause Publisher (hereinafter defined) to pay to Assignor, the following royalties in respect of revenue generated by the musical compositions (for purposes of this Exhibit “C”, hereinafter referred to as the "Musical Compositions") embodied within the Compositions transferred hereunder.

 

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1. (a) Ten cents ($.10) per copy for each copy of sheet music in standard piano-vocal notation of each Musical Composition printed, published and sold in the United States and Canada by Producer, its affili*ates or designees (for purposes of this Exhibit “B”, hereinafter individually and collectively referred to as "Publisher"), for which payment has been received by Publisher, or been finally credited to Publisher's account in reduction of an advance after deduc*tion of reasonable returns. (Wherever the terms "paid," "received," or the equivalent appear in this agreement, they shall be deemed to include such final credit.)

(b)(i) If any Musical Composition is included in any folio, songbook or similar publication ("mixed folio"), a proportionate share of a royalty of ten percent (10%) of the net wholesale selling price of such publication for all copies sold by Publisher and paid for in the United States and Canada. Said proportionate share shall be equal to the percentage computed by dividing the number of Musical Compositions contained therein by the total number of all copyrighted musical compo*sitions contained therein.

(ii) If any Music Composition is included in an instrumental, orchestral, choral, band arrangement, "fake book" or pedagogical edition, a royalty of ten percent (10%), or a proportionate share thereof (calculated in the manner prescribed above in the case of a mixed folio) of the net wholesale selling price for all copies of such work sold by Publisher and paid for in the United States and Canada.

(iii) If, pursuant to a license granted by Publisher to a licensee not controlled by or affiliated with it, any Musical Compo*sition is included in any mixed folio in the United States and/or Canada, a pro rata share of fifty percent (50%) of the gross amount received by Publisher from the licensee as the number of uses of the Musical Compositions under the license and during the license period bears to the total number of uses of Publisher's copyrighted musical compositions (including the Musical Compositions) under the license and during the license period.

(c) Fifty percent (50%) of any and all net sums actually received (i.e., gross receipts less foreign taxes and any costs for collection) by Publisher in the United States from the exploi*tation in the United States and Canada by licensees of mechanical rights, grand rights, electrical tran*scription and reproduction rights, motion picture and television synchronization rights, dramatization rights and all other rights therein (except those print rights which are covered in subpara*graphs 1[a] and 1 above, and public per*formance rights, which are covered in subparagraph 1[d] below), whether or not such licensees are affiliated with, owned in whole or in part by, or controlled by Publisher, but subject to subparagraph 1(f) below.

(d)(i) Assignor and/or Composer shall receive the “Writers Share” of public performance royalties throughout the world directly from the performing rights society with which Composer is affili*ated, and shall have no claim whatsoever against Publisher for any royalties received by Publisher from any performing rights society which makes payment directly (or indirectly other than through Publisher) to writers, authors and composers. Notwith*standing anything to the contrary contained herein, in the event and to the extent that (a) it is unlawful for the appli*cable performing rights society, or any of its affiliates, to issue blanket small per*forming rights licenses; (b) the appli*cable performing rights society, or any of its affiliates, does not from time to time, for any reason whatsoever maintain a regular system of collect*ing performance fees; and/or (c) a third party licensee (i.e., a television network, independent television station or other telecommuni*cations signal orig*inator) requires direct licensing of such rights, then Publisher shall have the right to directly license the public performance rights in the Compositions to such third parties. Publisher shall not be liable to Assignor and/or Composer for the payment of any sums with respect to the performance of the Musical Compo*sitions.

(ii) If, however,(and to the extent that) Publisher shall collect both the Writer's and Publisher's share of perform*ance income directly and such income shall not be collected by Composer's public performance society, Publisher shall pay to Assignor fifty percent (50%) of all such net sums which are received by Publisher in the United States from the exploi*tation of such rights in the Musical Compositions, throughout the world.

(iii) In the event of the enactment by Congress of a blank tape tax or other surcharge from which payments are to be made directly to songwriters and to publishers, or in the event of the coming into force of any other income source from which correspond*ing payments are made directly to songwriters and to publishers, Assignor shall receive his share therefor directly from the source from which payments are made, and shall have no claim whatsoever against Publisher for any portion of any corresponding payment received by Publisher from such source.

(e) Fifty percent (50%) of any and all net sums (other than public performance royalties covered in subparagraph [d] above), (i.e., gross receipts after deduction of foreign taxes and any costs for collec*tion) actually received by Publisher in the United States from the exploi*tation of the Musical Compositions in countries outside of the United States and Canada, whether from collection agents, licensees, sub-publish*ers or others, and whether or not same are affiliated with, owned in whole or in part by, or controlled by Publisher.

(f) Notwithstanding anything to the contrary contained herein, Publisher shall forever have the right to issue to itself and its affiliates, subsidiaries, corporate successors, and to any third party to whom Producer agrees to furnish such rights, irrev*ocable and perpetual universewide synchronization rights licenses in and to the Musical Compositions and each and every part thereof necessary and incidental to the production and manufacture of motion pictures, in any and all media, now known or hereafter devised, and in trailers, advertisements and other promotions, co-promotions, and ancillary uses of such motion pictures, free from the payment of any sums whatsoever, including without limitation any fees or royalties.

(g) Publisher shall not be required to pay any royalties on professional or complimentary printed copies or records or on printed copies or records which are distributed gratuitously to performing artists, orchestra leaders and disc jockeys or for advertising, promo*tional or exploitation purposes. Furthermore, no royalties shall be payable to Assignor on consigned copies unless paid for, and not until the accounting statement for the period within which payment is received.

(h) Royalties as hereinabove specified shall be payable solely to Assignor in instances where Composer is the sole author of the entire Musical Composition, including the lyrics and music thereof and shall be prorated in the case of a partial composition. However, in the event that one or more other songwriters are authors together with Composer of any Musical Composition (including songwriters employed by Publisher to add, change or translate the lyrics or to revise or change the music), then the foregoing royalties shall be divided equally among Assignor and the other songwriters unless another division of royalties shall be agreed upon in writing between the parties concerned and timely written notice of such division is submitted to Publisher prior to payment.

(i) Except as herein expressly provided, no other royalties or monies shall be paid to Assignor. Specif*ically, and without limiting the generality of the foregoing, Assignor shall not be entitled to share in any advance payments, guarantee payments or minimum royalty payments which Publisher shall receive in connection with any sub-publishing agreement, collection agreement, licensing agreement or other agreement covering the Musical Compositions.

(j) Assignor agrees and acknowledges that Publisher shall have the right to withhold from the royalties payable to Assignor hereunder such amount, if any, as may be required under the provisions of all applicable Federal, State and other tax laws and regulations, and Assignor agrees to execute such forms and other documents as may be required in connection there*with.

2. (a) Within ninety (90) days after the last days of June and December in each year, Publisher will prepare and furnish semiannual statements to Assignor hereunder, and each such statement shall be accompanied by payment of any and all sums shown to be due thereby, after deduction of any and all advances. With respect to print royalties only, Publisher shall have the right to retain as a reserve against returns, such portion of payable royalties as shall be necessary in its best business judgment but each such reserve shall be liquidated within four (4) accounting periods following the accounting period in respect of which such reserve is established.

 

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(b) Assignor shall notify Publisher of any specific objection to such statements no later than six (6) months after the receipt thereof by Assignor. Assignor shall be conclusively presumed to have received a statement in any instance in which Assignor shall fail to give Publisher notice of non-receipt within thirty (30) days following the due date of such statement. Any and all objections, questions, or disputes concern*ing any such statement shall be waived by Assignor unless such written objection is received by Publisher within such six (6) month period. Assignor or a certified public accountant in its behalf may, at Assignor's expense, at reasonable intervals (and upon thirty (30) days' written notice in each instance), examine Publisher's books insofar as same concern Assignor, during Publisher's usual business hours for the purpose of verifying the accuracy of any statements rendered to Assignor hereunder. Publisher's books relat*ing to activities during any accounting period may only be examined as aforesaid during the six (6) month period following receipt by Assignor of the statement for said accounting period.


(c) If Publisher shall be unable to receive payment in United States dollars in the United States in respect of any exploitation of the Musical Compositions due to currency control laws or regulations, royalties in respect thereof shall not be credited to Assignor's royalty account hereunder. Publisher shall, however, use its best efforts to accept such payments in foreign currency and deposit in a foreign bank or other depository, at Assignor's expense, in such foreign currency such portion thereof, if any, as shall equal the royalties which would have actually been payable to Assignor here*under in respect of such exploitation had such payments been made to Publisher in United States dollars in the United States, and Pub*lisher shall notify Assignor thereof promptly. Deposit as aforesaid shall fulfill Publisher's royalty obligations hereunder as to such exploitation.

(d) Legal action with respect to a specific accounting state*ment or the accounting period to which the same relates shall be forever barred if not commenced in a court of competent jurisdiction within one (1) year following the date such statement is received (or deemed received as provided above). END OF EXHIBIT “C”

 

[Dougthegreat]

Are you serious?

Get a lawyer if you really care.