EXHIBIT 10.4
TELEVISION LICENSE AGREEMENT
An Agreement made on July 11, 2005-11-01
By and between and
HOP! CHANNEL LTD. PEAK ENTERTAINMENT LTD
0 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx
Xxx-Xxxx 00000 Xxxxxxxx, Xxxxxxxxxx, XX00 0XX
ISRAEL ENGLAND
("Licensee") ("Licensor")
In respect of
The Films/Television Program
(herein defined as "the Programs")
WHEREBY IT IS AGREED that in consideration of Licensee's Agreement to make
payments, and in accordance with the Schedule of Terms and General Terms and
Conditions and Schedules A and B, which form an integral part of this Agreement.
The Licensor hereby grants to Licensee all Rights of the Program in the
Territory listed and all conditions as hereafter described.
THE SCHEDULE OF TERMS
The Program: Title Running Time
The Wumblers 52x11'
Hour Duration of
Each Program: The Wumblers 9.5 Hours
Total Duration
Of Contract: 9.5 hours
The Rights: 1. Basic Cable Television + Pay cable Television
2. Basic Satellite Television + Pay Satellite Television
3. Educational non-broadcast rights for duplication of
VHS cassettes
4. Closed circuit rights
5. Computer networks integrated through use of any
protocol
The Territory: Israel
License Period: 4 years from the Commencing Date.
Commencing Date: January 1st, 2006. The Licensee shall have the right
to broadcast promos, trailers and other such promotional
segments before that date.
Exclusivity: Exclusive Cable and Satellite Rights with first 2 (two)
years holdback against all forms of TV media including the
Hebrew version over the Internet.
Number of Licensed
Broadcasts: Unlimited runs
License Fee Per Hour: 400 USD
Total License Fee Per Program: 3,800 USD
Total License Fee
Of Contract: 3,800 USD
Withholding Tax: To be deducted according to the International Withholding
Tax Agreement between Israel and Licensor's country of
origin. Licensor hereby declares to own all beneficial
rights in and to the Program.
Schedule of Payments: In all cases subject to
prior signatures and exchange of this
Agreement and upon receipt of
Licensor's invoice. Full payment upon
receipt of material, not later than 60
days after materials have passed the
technical check but not earlier than
License Commencing Date.
Broadcast Materials Beta SP, PAL 625 lines, Analog
To be delivered: International version, (Clear Caption)
Additional Materials
To be Supplied: a) A VHS copy of the program in its
original version.
b) M&E Sound Track (with Time Code) c)
English Script d) Music Cue Sheets
e) Publicity Materials to include a
minimum of: three (3) JPG photos 300
dpi, two (2) slides and one (1)
English synopsis
f) Completed Program Information Sheet
as set forth in Schedule A.
Material On Loan: To be returned to Licensor within ten (10) weeks after
receipt without any changes or damages save fair wear and
tear.
Program Adaptation License shall be entitled
to undertake or authorize the
adaptation of Hebrew and/or Arabic
and/or Russian subtitles and/or by
means of dubbing of Hebrew and/or
Arabic and/or Russian at its sole
discretion and cost.
Licensee has the right to make
additions, deletions and modifications
to the Programs and to make dubbed and
sub-titled versions of the Programs
and any promotional materials for use
in the Territory as Licensee may
determine.
The Rights to such a subtitled or
dubbed version will belong to the
licensee also after the expiration of
the License Period. The Licensee will
provide Licensor with access to the
dubbed version made by Licensee for
the licensed Programs under this
contract, provided Licensor pays
Licensee fifty percent (50%) of all
costs of production, as well as a full
coverage of the costs of material,
transfer and shipping.
Licensor will notify Licensee of the
Programs that are based on books that
have been published in the Territory,
the names of the characters featured
in the Programs and the name of the
local publisher of such books in the
Territory.
Shipping Costs
Charged to: Licensee (both ways) - provided
the Licensee's designated shipper was
used in accordance to Licensees
shipping instructions.
Date of delivery of As soon as possible, and not later
Material: than two months before License
Commencing Date.
Shipments To Be Licensee solely through its designated
Made To: shipping broker (to Be informed),
according to the following details:
ATT: Mr. ORLAD XXXXXXX
HOP! CHANNEL LTD.
0 Xxxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx 00000
ISRAEL
Warranty: The Licensor hereby warrants that s/he
is authorized to grant the Rights
herein licensed and that these rights
do not conflict with any Rights
granted to or held by any third party.
Other Terms: In the event of a conflict
between the terms of this Schedule of
Terms and The General Terms and
Conditions, This Schedule of Terms
shall govern.
/s/ [stamped signature] /s/ Xxxxx Xxxxxxxxx
Alona Abt Name: Xxxxx Xxxxxxxxx
Executive Director Title: Commercial Director
HOP! CHANNEL LTD. PEAK ENTERTAINMENT LTD
LICENSEE LICENSOR
11.7.2005 19.7.05
Date of Signature Date of Signature
GENERAL TERMS AND CONDITIONS
1.DEFINITIONS
The following terms shall have the following meanings when used in this
Agreement:
Basic Cable Television means a schedule of programming, transmitted by means of
coaxial or fiber-optic cable for reception on a television receiver, which is
offered as part of package of programming included within the minimum obligatory
subscription charge, if any, without a per program, per channel, or other charge
of any kind (other than one time or periodic charges for connection to the cable
television delivery system and any compulsory fees charged by a government or
governmental agency assessed on those who use television sets).
Basic Satellite Television means the up-link transmission of a schedule of
programming to a satellite and its down-link transmission to a terrestrial
satellite reception dish for the purpose of viewing of the program on a
television receiver which is located in the immediate vicinity of the reception
dish, which is offered as part of a package of programming included within the
minimum obligatory subscription charge, if any, without a per program, per
channel, or other charge of any kind (other than one time or periodic charges
for connection to the cable television delivery system and any compulsory fees
charged by a government or governmental agency assessed on those who use
television sets)
Pay Cable Television or Cable Pay Television means a transmission of a program
by means of encoded signal over coaxial or fiber-optic cable for reception on a
television receiver by means of a decoding device where a charge is made to the
viewers for the right to use the decoding device or viewing any channel which
transmits the program along with other programming;
Satellite Pay Television means the uplink transmission of a program by means of
an encoded signal to a satellite and its down-link transmission to a terrestrial
satellite reception dish and a decoding device for the purpose of viewing the
program on a television receiver which is located in the immediate vicinity of
the reception dish and decoding device where a charge is made to the viewer for
the right to use the decoding for viewing a channel which transmits the program
along with other programming.
2. LICENSE
2.1 Licensor warrants and represents that subject to the terms and provisions of
this Agreement the Rights hereby granted include all Rights in and to the
Programs for all purposes of this Agreement, including the Performing Rights to
any musical compositions contained in the Programs. Unless anything contained in
this Agreement is to the contrary, the Rights as granted hereunder are granted
exclusively and will relate to all broadcasting and content transfer platforms,
including, but not limited to, Cable Television, Pay Television, Satellite
Transmissions`, Close circuit video showings, Free Television, Home Video
Sell-Through, Bezeq infrastructure, ADSL, etc.
2.2 Licensor will provide a complete music cue sheet setting forth for each
musical composition contained within the programs, the titles, the type of use,
duration of use, a name of the composer, lyricist, publisher, copyright
proprietor and performing rights society if any.
2.3 Licensor warrants and represents that it owns exclusively of all of the
television exhibition rights herein specified in each program and that Licensor
has the right to enter into and perform this Agreement and to grant Licensee the
rights and license herein provided.
2.4 Unless otherwise provided in this Agreement, all material relating to the
Program may not be used, dealt with or otherwise disposed of except as provided
herein.
2.5 The rights licensed hereunder shall expressly include the distribution of
interactive games associated with the Hebrew version of the programs on the
Licensor's web-site, by means of computer networks integrated through use of any
protocol now known or hereafter in existence, including, without limitations,
the TCP/IP protocol or any successor or similar technology used to access such
computer networks (including, without limitation, the "Internet") for use on any
viewing device using computer or computer mediated processing units or similar
technology now known or hereafter on existence. For the avoidance of doubt
nothing in this agreement gives rights to the distribution, merchandising or
licensing of video games rights.
3. DELIVERY OF TRANSMISSION AND OTHER MATERIALS
3.1 Subject to the Schedule of Terms and Conditions of this Agreement, Licensor
will upon Licensee's written request supply Licensee on loan basis with
transmission materials physically suitable for transmission.
3.2 Licensee will bear all air freight costs of one delivery from Licensor to
Licensee and delivery from Licensee to Licensor as well as any Israeli customs
or broker's fees, providing that materials and shipping documentation is in
accordance with licensee's requirements.
4. EXAMINATION OF TRANSMISION MATERIALS
4.1 Licensor will ensure that program materials supplied comply with Licensee's
specifications as provided by the Licensee and enclosed as Schedule B, not later
than ten days before delivery.
4.2 Upon receipt of the material of the Programs, and not later than sixty-five
(65) days, Licensee shall examine the said material and shall give Licensor
written notice if the material is not physically suitable for telecast or home
video distribution. Licensor shall promptly remedy such defect or make timely
substitutions of a suitable print of the Programs at no additional cost or
expense to Licensee. If none of the remedies or substitutions above specified is
available and provided that Licensee has given written notice to Licensor to
make such remedies or substitutions within a period of three (3) weeks upon
receipt of such notice, then Licensee shall be relieved of its proportionate
contractual obligations with respect to the portion of the license fee allocable
to the program, further more Licensee at its sole discretion shall have the
right to terminate this Agreement without liability of any kind to the Licensor.
Licensor will refund Licensee for all freight charges caused by this Agreement.
4.3 The licensor undertakes that he will ensure that all Program Materials
and/or contents supplied according to this agreement are suitable to children up
to the age of 7 years old, and that they do not contain violence and/or scary
scenes.
The licensor acknowledges and agrees that if the licensee will decide, in his
own discretion, that the material programs are not suitable for broadcasting,
for the reasons mention in this section above, then Licensee shall be relieved
of its proportionate contractual obligations with respect to the portion of the
license fee allocable to the program, and the licensor will not have any claim
against the licensee, directly and/or indirectly, under the license agreement
and/or this agreement.
5. TERMINATION PROVISIONS:
5.1 Upon the expiration or other termination of this License term or the last
permitted telecast of each Program, whichever is earlier, all material furnished
by Licensor, including material manufactured on behalf of Licensee, shall be
returned to Licensor. Insofar as Licensee has paid for the material delivered by
Licensor and in the event that Licensee shall so elect, Licensee may either
return such material to Licensor or destroy or erase it, in which case Licensee
upon Licensor's request will provide Licensor with a certification of
destruction.
6. WITHOLDING TAXES
6.1 In the event that any sums are or may be demanded from the licensee by the
governments or other fiscal authorities in the Territory, or any portion
thereof, the Licensee shall be entitled to deduct such sums from the license
fees payable hereunder provided that Licensee shall furnish to the Licensor an
official receipt of the applicable taxation authority for all such amounts so
withheld.
7. EXHIBITION OF PROGRAMS:
7.1 Licensee may dub or subtitle or cause to be dubbed or subtitled the Programs
only in Hebrew and/or Arabic and/or Russian without any cost or expense to
Licensor. The rights to such a subtitled or dubbed version will belong to the
Licensee also after the expiring of the agreed term of contract. The Licensee
will provide Licensor with access to the dubbed version made by Licensee for the
licensed Programs under this contract, provided Licensor pays Licensee fifty
percent (50%) of all costs of production, as well as a full coverage of the
costs of material, transfer and shipping.
7.2 Licensor will deliver Hebrew and/or Arabic and/or Russian language versions
of the programs to licensee where available at no additional cost.
7.3 Each broadcast of the ones agreed in the Schedule of Terms covers the
possibility of two (2) re-runs within forty-eight (48) hours.
7.4 Licensee may grant the right to edit the Program in order to adjust it to
broadcasting schedules, censorship requirements, commercial insertions,
technical considerations and as may be required by Law or regulatory Authorities
in the Territory.
8. ADVERTISING:
8.1 Licensee shall have the right to advertise, promote and publicize the
programs in the exercise of its rights hereunder in all media and to authorize
others to do so.
8.2 Licensee may, at its sole discretion, broadcast or give authorization to
broadcast in any media including Free T.V, Cable T.V, Satellite, Internet (but
only on the Licensee's web-site and for a duration of no more than 3 minutes per
each single broadcast) and/or other media, extracts from the Programs for
purposes of advertisement or publicity. Provided that no such broadcast shall
exceed three (3) minutes in length. Licensee may, at its sole discretion,
advertise images from the Program on: billboard out door events, activity pages
and/or books, sold children magazines for purposes of advertisement or publicity
of the Programs.
Licensor shall make available at reasonable cost to licensee any advertising or
promotional material owned by licensor that is available for distribution in the
territory.
9. SPECIAL TERMS:
9.1 The Licensee shall have the option to renew and/or purchase the sequel of
a series and/or Programs on commercial terms.
9.2 The Licensee shall have a first refusal right to broadcast the Programs by
way of Video on Demand.
9.3 The Licensee shall have a first refusal right to license and/or purchase,
if available, any "Merchandise"(such as T-shirts etc.) and/or Home Video
of any Program at commercial terms.
9.4 The Licensee shall have a first refusal right to license and/or purchase
and/or create and /or produce and /or broadcast and/or to program and/or
design computer programs and/or software, including but not limited to
computer games and/or interactive television games, based on the Programs
or the Programs' characters.
10. FORCE MAJEURE
If Licensor is prevented from making timely delivery of transmission materials
of the Programs, as herein provided, or if Licensee is prevented from exhibiting
the programs or from making the payments as per the agreed upon payment, by
reason of any act of god, strike, labor dispute, fire, flood, delay in
transportation, failure or delay of laboratory, war, public disaster, or any
other cause or reason beyond the control of Licensor or Licensee, as case may
be, such condition shall not be deemed to be a breach of this Agreement and
Licensee may extend the term of this Agreement for a period co-extensive with
the period or periods of such force majeure, which extended period shall
commence to run immediately upon the expiration of the term of this Agreement.
11. CONFIDENTIALITY
The terms of this Agreement and any information relating to the business affairs
of either party, that may come to the attention of the other are confidential
and may not be revealed to any third party other than each party's respective
professional advisors, without the express permission of the other party. The
provisions of this Clause 11 shall not apply to information which is or becomes
publicly available or information which is required to be disclosed pursuant to
a court order or applicable law, rules or regulations.
12. WARRANTIES
12.1 Licensor represents and warrants to Licensee that to the best of its
knowledge the Programs are not defamatory of any individual or company. The
Programs do not infringe on the proprietary or other rights of any government,
individual, firm, company or corporation. It has the full right under copyright
and all distribution rights required to grant this the License and that the
broadcasting of the Programs will not violate the rights of others.
12.2 Licensor shall indemnify and hold the Licensee harmless from and against
any and all claims, actions, damages, losses, liabilities and expenses
(including reasonable attorney's fee) arising out of any broadcast of the
Programs or that Licensee may suffer or incur as a result of the breach of any
of Licensor warranties or as a result of a failure by Licensor to perform its
obligations under this Agreement.
13. AGREEMENT COMPLETE
This Agreement mat not be altered, modified, renewed and extended except in
writing and signed by both parties. This Agreement is complete and embraces the
entire understanding between the parties, all prior understandings, either oral
or written having been merged herein.
14. RIGHT TO ASSIGN
Licensor may not assign this Agreement, either voluntarily or by operation of
law without the prior written consent of Licensee. Licensee may assign this
agreement or any interest herein, to any subsidiary or affiliate corporation
(e.g. Gold Zebra Communications Ltd.).
15. APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed and interpreted in all respects according to
the laws of Israel and the Tel Aviv Courts and these bodies shall be the
competent courts of jurisdiction.
16. WAIVER
The waiver by either party hereto of any breach or default by the other party
shall not be construed to be a waiver of any other breach or default, or of the
same breach or default occurring thereafter.
17. NOTICES:
Any notices given or required to be given hereunder shall be in writing and
shall be sent by fax or by recorded or registered post to the parties as their
respective addresses shown overleaf and shall be deemed to have been delivered
six (6) days after the date of posting thereof if posted or when the proper
answerback code is received by the sender if sent by fax.
18. CLAUSE HEADINGS
The Clause headings in this License are for information only and do not form
part of the License.
19. EFFECT OF INVALIDITY OF PROVISION
It is understood and agreed that in the event any provision of this Agreement or
any amendments thereto shall be found, by an authorized court of law, to be
contrary to any applicable law or regulation and shall be declared invalid, the
said invalidity shall not affect the effect of the other provisions of this
agreement and of any amendments thereto, which shall, notwithstanding, continue
in full force and effect.
/s/ [stamped signature] /s/ Xxxxx Xxxxxxxxx
Alona Abt Name: Xxxxx Xxxxxxxxx
Executive Director Title: Commercial Director
HOP! CHANNEL LTD. PEAK ENTERTAINMENT LTD
LICENSEE LICENSOR
11.7.2005 19.7.05
Date of Signature Date of Signature
Program Information Sheet
TELEVISION LICENSE AGREEMENT LICENSE AGREEMENT N(degree)
Schedule A
Title:
Running time: eps X minutes
-------- -------
Genre: [ ] Cel Animation [ ] Model Animation [ ] Puppets [ ] Live Action [ ] Other:
Origin of the Program:
Year of Copyright:
Authors/Directors:
Original Language:
International prizes/awards:
--------------------------------------------------------------------------------------------
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Title:
Running time: eps X minutes
-------- -------
Genre: [ ] Cel Animation [ ] Model Animation [ ] Puppets [ ] Live Action [ ] Other:
Origin of the Program:
Year of Copyright:
Authors/Directors:
Original Language:
International prizes/awards:
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
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Title:
Running time: eps X minutes
-------- -------
Genre: [ ] Cel Animation [ ] Model Animation [ ] Puppets [ ] Live Action [ ] Other:
Origin of the Program:
Year of Copyright:
Authors/Directors:
Original Language:
International prizes/awards:
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
Title:
Running time: eps X minutes
-------- -------
Genre: [ ] Cel Animation [ ] Model Animation [ ] Puppets [ ] Live Action [ ] Other:
Origin of the Program:
Year of Copyright:
Authors/Directors:
Original Language:
International prizes/awards:
--------------------------------------------------------------------------------------------
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Schedule B: Technical Specifications
1. Textless opening and closing scenes
2. Separated list of credits in English for each title and eps
3. Analog Betacam SP Pal or SX Pal with: Separated M&E track on tracks 3 & 4.
English Mix on tracks 1 & 2
4. Sound level: + OVU = 4dbu. The level of sound peaks should not be higher than
+ 3db.
5. Time Code: Start of each Beta should be as follows:
Time code in 01:00:00:00 should be continuous until the program ends according
to the following order:
1. T.C. 00:57:00:00 BLACK and SILENCE for duration of 1 minute;
2. T.C. 00:58:00:00 TONE + BARS for duration of 1 minute;
3. T.C. 00:59:00:00 BLACK and SILENCE for duration of 30 seconds;
4. T.C. 00:59:30:00 SLATE* 20 seconds;
5. T.C. 00:59:50:00 BLACK and SILENCE for duration of 10 seconds;
6. T.C. 01:00:00:00. This is where the program should start;
7. T.C. in and out should always be for full frame only;
T.C. in and out should always be with a full picture, thus avoiding a continuing
fade in or fade out.
SLATE in English
1. Production company/Producer
2. Name of title - in English
3. Name of episode
4. Name or number of series/season
5. Information - sound tracks:
Track 1&2 Mix
Tracks 3& 4 M&E
6. Duration of episodes
Information that should appear on the cover of the Beta and on the sticker of
the cassette:
|X| Company name
|X| Name of Program
|X| Xxxxxx of each eps
|X| Episode number of the cassette: names of episodes with time code in and
time code out.
Information about the tracks
|X| 1&2 Mix
|X| 3&4 M&E + stereo/mono
Attention: Please add a page with a list of number and names of episodes with
time code in and time code out.
