výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Studio Hamburg Enterprises GmbH Xxxxxxxxx Xxxxx 00
22039 Hamburg SRN
VAT. DE811472187
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: PhDr. Xxxxxxxx Xxxxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: hrané filmy nové – 15 x 90´ dokumentárny film – 4 x 52´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka, Dvojka a Trojka
Trvanie zmluvy: Licenčná doba 3 roky
rozsah licencií od 1.7.2022 do 31.10.2025
Licencia na územie:
Povolený jazyk:
Slovenská republika
slovenský – dabing, komentár
Počet vysielaní: 2 vysielania s reprízou do 48 hodín
Vysielacie práva: Terestriálne – Free TV práva digitálne vysielanie vrátane káblovej retransmisie a satelitu
catch up geoblokované práva limitované do 14 dní po odvysielaní premiéry
Licenčný poplatok: 40.300,- EUR
Celková suma je predmetom 5% zrážkovej dane
Splatnosť licencie: 50% celkovej sumy po podpise zmluvy,
do 30 dní od doručenia faktúry
50% celkovej sumy po dodaní materiálov a ich technickej akceptácií do 30 dní od doručenia faktúry
Podmienky dodania materiálu: Technické náklady za materiál:
po podpise zmluvy
1.551,-EUR (1,-EUR/minúta)
Technické parametre materiálu: Material bude dodaný digitálne cez FTP
podľa technickej špecifikácie RTVS, Apple Prores 422 HQ plus M&E tracks, scenáre, propagačné materiály
hudobné zostavy.
Dátum dodania materiálu:
Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za Studio Hamburg Enterprises GmbH
X. Xxxxxxxx-Facilides i.V.K.Grunwald
po podpise zmluvy
použitie jazykovej verzie vyrobenej na náklady RTVS možné iba za úhradu 50% dokladovaných výrobných nákladov
-uvedené v bode 12. Authorized Language Version
uvedené v bode 15. Final Provisions
za Rozhlas a televíziu Slovenska
Xxxxxxxx Xxxxxx Generálny riaditeľ
License Agreement
between
Studio Hamburg Enterprises GmbH, Xxxxxxxxx Xxxxx 00, 00000 Xxxxxxx, Xxxxxxx, registered under VAT number DE 000 000 000
hereinafter referred to as ‘SHE’
and
Rozhlas a televizia Slovenska, Xxxxxxx xxxxxx, 00000 Xxxxxxxxxx, Xxxxxxxx, registered under VAT number SK2023169973, represented by Mr. Xxxxxxxx Xxxxxx,
General Director
hereinafter referred to as ‘LICENSEE’
THE PARTIES HEREBY AGREE AS FOLLOWS:
Whereas
LICENSEE wishes to distribute audiovisual content controlled and owned by SHE in accordance with the terms and conditions of this agreement.
1. Object of Agreement
Object of this agreement are the audiovisual Productions stipulated in Exhibit A
Delivered Language Version(s): as specified in Exhibit A Authorized Language Version(s): Slovenian dubbed and subtitled
hereinafter referred to as ‘Production(s)’.
2. Grant of Rights
a) SHE grants to LICENSEE throughout the Territory (Section 3) and during the Term (Section 4) and in due consideration of the holdbacks according to Section 5 the following exclusive rights to the Production:
the Broadcast Right, i. e. the right for unlimited exploitation to disseminate for general reception the Production or portions thereof by all means of Free and Pay TV broadcast (whether by analogue or digital or other means), it being television broadcast, radiobroadcast or wired radio broadcast (e. g. but not limited to Hertzian waves, laser, microwaves) or similar technical means (e.g. high definition TV) and, no matter whether provided by means of all or any of terrestrial radiation, cable television (including by use of telephone wires), cable retransmission, internet protocol, Over-The-Top (OTT) or any other form of cable or wire pathways, or by means of satellite signals (including direct broadcast satellites/DBS) or similar technologies or by any combination thereof. The Broadcast Right includes the right to make the Production available to the public at no cost and without advertising following each broadcast (including re-runs) by the respective Broadcaster which has licensed the Broadcast Right on the Broadcaster's own platform(s), it hereby being understood that any such making available of the Production shall be geoblocked and always exclude any permanent download whatsoever (Catch-Up-Right).
The granting of the Broadcast Right as defined above is limited to Free-TV rights with 2 runs plus 1 re-run within 48 hours per Production after each run on the TV Channel : Jednotka, Dvojka , Trojka
The Catch-Up-Right is granted for a period of 14 days following each run on the platform/service xxx.xxxx.xx.
b) Furthermore SHE grants to LICENSEE the following non-exclusive rights to the
Production to the same extent as stipulated in Section 2 a):
(i) the right to store the Production in databases;
(ii) the right to produce the Authorized Language Version(s) according to Section 1 by way of dubbing and subtitles and to exploit that version in connection with the Production. In doing so, the LICENSEE shall ensure that the droit moral or any other right in or to the Production owned by any person whatsoever is not violated and that the content statements of the Production are retained verbatim or within their meaning;
(iii) the right to promote the Production in all kind of media and to use it for promotional purposes including the right to utilize excerpts of one minute of the Production to create trailer shows etc.
c) The rights granted shall include all rights of any person and/or entity who have created works or rendered services to the Production with the exception of all copyrights and ancillary copyrights in and to the music embodied in the Production.
d) Any remuneration claims against collecting societies (e.g. VGF, VFF etc.) resulting from the use of the Production are exclusively entitled to SHE. LICENSEE shall inform SHE of any notification from collecting societies regarding the claiming of such remuneration and shall assist SHE in claiming the remuneration, provided that this requires information which only LICENSEE can provide.
e) LICENSEE shall not be entitled to license the rights granted hereunder wholly or in parts to third parties.
3. License Territory
a) The License Territory shall be Slovakia.
b) When exploiting the rights granted hereunder, LICENSEE shall provide for precautions customary in the industry so that the Production can only be received and retrieved or supplied within the License Territory (i.e. not outside the territory assigned to LICENSEE) (so-called "geoblocking").
4. License Term
The License Term for each Production shall commence as stipulated in Exhibit A and shall end on the day as stipulated in Exhibit B or by termination, withdrawal or revocation.
5. Holdbacks
No Holdbacks agreed.
6. Consideration
a) In consideration of the delivery of the Material LICENSEE shall pay to SHE material costs in the amount of € 1,551.00 (€ 1,00 per minute, allocation as stipulated in Exhibit A).
b) In consideration of the rights granted hereunder LICENSEE shall pay to SHE a flat fee in the amount of € 40,300.00 (allocation as stipulated in Exhibit A).
(the amount is a subject of 5% withholding tax)
c) The material costs and the flat fee fall due in two instalments:
(i) 50% upon signature of the Agreement within 30days after the receipt of the corresponding invoice
(ii) 50% upon acceptance of the delivered material within 30 days after the receipt of the corresponding invoice
7. Settlement
a) All monies due and payable will be credited to SHE within 30 days upon receipt of a corresponding and orderly invoice.
Invoices shall be sent to LICENSEE to the following e-mail address:
b) SHE shall charge the statutory applicable German VAT on all amounts payable under this Agreement. LICENSEE can avoid the charging of German VAT if he provides SHE his EU VAT Registration Number (including the member state prefix), hereinafter referred to as the "VAT Number", as follows:
LICENSEE'S VAT N°: SK 2023169973
LICENSEE herewith confirms to be registered under this VAT number and that any changes thereto will be communicated to SHE immediately. SHE is entitled to quote such VAT number for any business transaction with LICENSEE whatsoever. In the event that LICENSEE should fail to provide said VAT Number, then SHE will charge German VAT on its services.
c) Should LICENSEE be required by the fiscal authorities to withhold any amounts from the License Fee, SHE shall provide LICENSEE with a tax residence certificate issued for such purpose in order to benefit from any tax reduction pursuant to the
applicable Tax Treaty. In any event, LICENSEE shall provide SHE with a tax certificate evidencing payment of such amount on SHE’s behalf.
8. Delivery of Material
a) SHE shall provide LICENSEE with the Material containing the Production in accordance with the following specifications after signature of the Agreement on a loan basis:
Apple ProRes 422 HQ, mov, progressive M&E track
Additional materials (if available): Postproduction script, music cue sheet, photos and press kit
b) Upon receipt of the material LICENSEE shall examine said material and shall give SHE immediate, but at the latest within 15 days of receipt of the material, written notice if the material is not suitable for the exploitation agreed herein. If LICENSEE does not give notice within 15 days after receipt of the material, the material is deemed to be accepted. SHE shall remedy such defect or make substitution of the Production at no additional cost or expense to LICENSEE within 5 weeks after LICENSEE has given notice.
c) In the event that SHE is not able to provide error-free materials within 8 weeks after the agreed delivery date according to Section 8 a), the parties may terminate the Agreement with respect to the Production concerned and SHE must refund any payments received from LICENSEE so far with respect to the Production concerned.
d) LICENSEE shall if applicable, at its own cost, obtain all permissions necessary for the import of the material into the Licensed Territory and for the remittance of any sums of money to SHE.
e) LICENSEE shall after the expiration of the License Term delete or destroy the delivered material and provide SHE upon request with a proof.
f) Delivery shall be made by file via LICENSEE’s system at the expense of LICENSEE. Contact at LICENSEE for the delivery is:
9. Representation, Warranties and Indemnification
a) SHE represents and warrants that it has full authority to grant the rights as defined hereunder to LICENSEE. SHE has no notice of any defect in or restriction applying to such rights, nor has SHE entered or will enter into any agreement, arrangement or understanding or shall do any act which would in any way inhibit, restrict or impair the free and unrestricted exercise of the rights granted hereunder.
b) LICENSEE shall indemnify and hold SHE, its contracting partners and licensee harmless from any and all damages, liabilities, costs or expenses (including reasonable legal fees) arising from any breach of any of LICENSEE's warranties and obligations hereunder.
10. Rights to be cleared by LICENSEE
LICENSEE shall acquire all rights excluded in Section 2 c) from the rights holder at his own expense prior the start of exploitation. The costs of the additional acquisition of rights shall not be deductible from the flat fee. Upon request, LICENSEE shall provide SHE with proof of the acquisition of rights by submitting suitable documents.
11. Confidentiality and Data Protection
a) LICENSEE must ensure by appropriate measures that the content of this Agreement as well as any payment resulting from this Agreement is not disclosed to third parties except if such disclosure is necessary for the performance of the Agreement. LICEENSEE must oblige its employees or any other person involved in the performance of the Agreement accordingly.
b) The collection and storage of the content of this Agreement in cloud-based services (e.g. DocuSign, Microsoft Office 365) does not breach the afore- mentioned Confidentiality.
c) LICENSEE undertakes to comply with the applicable data protection provisions during the performance of the Agreement and after its termination.
12. Authorized Language Version
a) LICENSEE shall not be entitled to exploit or authorise any third party to exploit any Authorized Language Version created by LICENSEE or by a third party on behalf of LICENSEE after the expiration of the License Term.
b) SHE is at any time entitled to have access to the Authorized Language Version created by LICENSEE or by a third party on behalf of in order to use it or has it used by third parties without additional rights clearance, subject, however, only upon payment of 50% LICENSEE´s production costs.
13. Miscellaneous and Option
a) LICENSEE shall notify SHE of the broadcasts of the Production immediately after transmission.
b) Subject to SHE is retaining the relevant rights, LICENSEE shall have in respect of the TV-Series “Die Eifelpraxis” (“Xxxx – First aid from Berlin”) an option to license the further next two episode with the (working)title
- “Die Eifelpraxis, Unter Druck” (“Vera – First aid from Berlin, Under Pressure“)
- “Die Eifelpraxis, Xxxxxxxxxx Vater” (“Xxxx – First aid from Berlin, Lost father“)
for € 2,50000 per Title and upon the further terms and conditions to be negotiated in good faith between the parties.
SHE shall send to LICENSEE a notice of availability via e-mail as the two episodes become available. LICENSEE shall have thirty (30) days from receipt of such notice to notify SHE of its wish to exercise the option. If LICENSEE does not respond within this 30-day period or notifies SHE that LICENSEE have no interest in exercising the option, SHE shall be free to enter into negotiations with any third party.
14. Termination, Withdrawal, Revocation and Contractual Penalty
a) SHE shall be entitled to terminate the Agreement if LICENSEE
(i) is in default of payment;
(ii) edits the Production except as agreed in Section 2 b) (ii) and/or
(iii) fails to clear the rights stipulated in Section 10
and the breach is not cured within 5 days with regards to (i) and within 15 days with regards to (ii) and (iii) after notice by SHE to LICENSEE (notification by e-mail shall suffice).
b) The right to terminate the agreement for a compelling reason shall be unaffected. The right to ordinary termination is excluded.
c) In the event of termination, the rights granted shall revert to SHE and SHE shall be entitled to retain the payments already paid by LICENSEE, unless the termination was caused by a breach of obligation by SHE. Any outstanding payment in favour of SHE shall become due immediately upon termination and shall be paid within 14 days.
d) SHE shall be entitled to withdraw or revoke respectively the rights granted hereunder wholly or in part if SHE is asked to do so by its licensor. In the event of such a withdrawal, the parties will agree on an adequate replacement for the Production concerned. Should the parties not agree on a replacement (whereas LICENSEE shall not reject on unreasonable grounds the Production offered by SHE), SHE shall refund to LICENSEE a proportion of the flat fee of the Production concerned, which shall be determined by:
(i) the extent of the rights withdrawn in conjunction with
(ii) the remaining Licence Term (pro rata temporis) at the time of the withdrawal.
e) In the event of a right of termination according to a) above as well as in the event of a breach of Section 2 e) and Section 3 b), SHE shall be entitled to a contractual penalty to be determined by SHE in SHE’s reasonable discretion and which penalty may be examined by the competent courts at the place of jurisdiction.
15. Final Provisions
a) This written agreement and the Exhibits hereto express the entire understanding between the parties. Oral collateral agreements were not made. Termination, modifications or amendments to the Agreement and the Exhibits must be made in writing and shall be signed by both Parties. Any waiver of written form has to be in writing itself. The parties agree that for compliance with the written form the (standard) electronic signature is sufficient, but required at least.
b) If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.
c) Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, joint venture or employer-employee relationship between the Parties and neither Party shall incur any debts or make any commitments for the other. Nonetheless and by way of precaution it is agreed that each party shall be liable solely for the obligations committed by itself.
d) According to the provisions of the Act No. 40/1964 Zb. Civil Code “Radio and Television of Slovakia” is obliged to publish this Contract via Central Register of the Government Office of Slovak Republic in its full wording. This contract will come in to effect on the day following after the day of publishing of this contract.
e) This agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The place of performance, recording, venue and court of jurisdiction for both parties shall be Hamburg, Federal Republic of Germany.
Hamburg, 3/5/2022 Bratislava, 2/5/2022
X. Xxxxxxxx-Facilides i.V. X. Xxxxxxxx Xxxxxxxx Xxxxxx, General Director
Studio Hamburg Enterprises GmbH Rozhlas a televizia Slovenska
Exhibit A VK-2022-000399(nf)
No. | Originaltitel | English Titel | Production Year | Length in min. | License Start Date | License End Date | License Fee | KTR |
1 | Praxis mit Meerblick, Herzklopfen | Beating of the heart | 2020 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
2 | Praxis mit Meerblick, Vatertag auf Rügen | Father's day | 2020 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
3 | Praxis mit Meerblick, Xxxx am Wind | Close to the wind | 2020 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
4 | Praxis mit Xxxxxxxxx, Mutter und Sohn | Mother and son | 2021 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
5 | Praxis mit Meerblick, Was wirklich zählt | What really matters | 2021 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
6 | Praxis mit Meerblick, Schwesterherz | Self-employed | 2021 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
7 | Tatort: Kommissare Xxxx Xxxxxx und Xxxx Xxxxxxxxxxx, Echolot | Echo sounder | 2016 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
8 | Tatort: Kommissare Xxxx Xxxxxx und Xxxx Xxxxxxxxxxx, Nachtsicht | Night vision | 2017 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
9 | Tatort: Kommissare Xxxx Xxxxxx und Xxxx Xxxxxxxxxxx, Zurück ins Licht | Back into the light | 2017 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
10 | Tatort: Kommissare Xxxx Xxxxxx und Xxxx Xxxxxxxxxxx, Im toten Xxxxxx | Blind spot | 2018 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
11 | Tatort: Kommissare Xxxx Xxxxxx und Xxxx Xxxxxxxxxxx, Blut | Blood | 2018 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
12 | Tatort: Kommissare Xxxx Xxxxxx und Xxxx Xxxxxxxxxxx, Wo ist nur mein Xxxxxx geblieben? | Where's my dear heart? | 2019 | 90 | 1.7.2022 | 30.6.2025 | 2 500,00 € | |
13 | Die Eifelpraxis, Familiengeheimnisse | Vera - First aid from Berlin, Family Secrets | 2021 | 90 | 1.11.2022 | 31.10.2025 | 2 500,00 € | |
14 | Die Eifelpraxis, Chancen | Vera - First aid from Berlin, Chances | 2021 | 90 | 1.11.2022 | 31.10.2025 | 2 500,00 € | |
15 | Sprachlos in Irland | Clueless in Ireland | 2021 | 90 | 1.5.2022 | 30.4.2025 | 2 500,00 € | |
16 | Sonnenstürme - die unbekannte Gefahr | Solar storms | 2020 | 52 | 1.7.2022 | 30.6.2025 | 700,00 € | |
17 | Die friesischen Inseln | The Frisian Islands - Land in Motion | 2020 | 52 | 1.7.2022 | 30.6.2025 | 700,00 € | |
18 | Africa's Lost World - Life in a Super Volcanoe | Africa's Lost World - Life in a Super Volcanoe | 2019 | 52 | 1.7.2022 | 30.6.2025 | 700,00 € | |
19 | Die Story im Ersten - China: Überwachungsstaat oder Zukunftslabor | China - Police State or laboratory of the future | 2021 | 45 | 1.7.2022 | 30.6.2025 | 700,00 € |
Total run time 1551 Total License Fee 40 300,00 €
SHE - Rozhlas a televizia Slovenska Exhibit A page 1 / 1