výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: REinvent International Sales Wilders Plads 8A
1403 Kobenhavn K Dánsko
VAT: DE39534460
zastúpená: Xxxxx Xxxxx
riaditeľka predaja a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Xxx. Xxxxx Xxxxxx
generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: Dokúpenie licencie na vysielanie: detské hrané TV filmy 7 x 30´ detský hraný seriál 7 x 30´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky,
od 1.4.2023 do 31.3.2026 (detský hraný seriál)
od 1.12.2023 do 30.11.2026(detský hraný TV film)
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing
Počet vysielaní: 3 vysielania –každé vysielanie vrátane reprízy do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva vrátane simultánnej káblovej a satelitnej retransmisie,
catch up práva do 14 dní
Licenčný poplatok: 4.200,- EUR
Splatnosť licencie: Po podpise zmluvy najneskôr do 28.2.2023
Podmienky dodania materiálu:
Technické náklady za materiál:
Materiál je k dispozícií v RTVS
-
Technické parametre materiálu:
Prístup k jazykovej verzií:
-
potvrdený za úhradu 50% nákladov na výrobu slovenskej jazykovej verzie. (bod Authorized Language Version)
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za REinvent International Sales Xxxxxx Xxxx
riaditeľka predaja
doplnené v bode Special Provision
za RTVS
Xxxxx Xxxxxx generálny riaditeľ
By and between and
REinvent International Sales
Representing AB Svensk Filmindustri (SF Studios) Xxxxxxxxx 00, 000 00 Xxxxxxxxx Xxxxxx
CVR nr.: 39534460
Xxxxxxx Xxxxx 0X 0000 Xxxxxxxxx X Xxxxxxx
VAT: 39534460
Represented by: Xxxxx Xxxxx
Contact: Xxxxx Xxxxx
Email: xxxxx.xxxxx@xxxxxxxx.xx (“Licensor”)
Radio and Television of Slovakia, Mlynská dolina,
845 45 Bratislava
Country of Residency: Slovak Republic Place of Business: Slovak Republic
VAT Number: Please insertSK2023169973 Represented by: Mr. Xxxxx Xxxxxx, general director
Contact: Xxxxxxxx Xxxxxxxxx Email: Xxxxxxxx.Xxxxxxxxx@xxxx.xx
(”Licensee”)
Have as of today 08.02.2023 entered into the following:
License Agreement
Whereas the parties to this Agreement have agreed that Licensee shall license the rights to the Films provisionally entitled (See Appendix A) being directed by (See Appendix A) (the “Film”) on the terms specified in this Agreement.
Deal Terms
Territory
The Territory within which Licensee may exercise the rights granted to Licensee hereunder is: Slovakia Authorized Channel: Radio and Television Slovakia – channel Jednotka & Dvojka
Term
Start Date: (See Appendix A) Expiry Date: (See Appendix A) Duration: (See Appendix A) Number of runs: 3 runs during licence period – each run with quick repeat within 48 hours
Licensed Rights
Free TV terrestrial rights, including cable and satellite retransmission Catch up rights for maximum 14 days
All allied rights, any exploitation formats hereafter developed or discovered, and all other rights not specifically licensed hereunder, are expressly reserved to Licensor. If not mentioned above, such right is deemed to be a reserved right and Licensor may freely dispose of all of the same.
Licensee may not sub-license any of the granted rights without prior written approval by the Licensor. Licensee shall inform Licensor about any sub-distributors. Sub-distribution fees are to be included in Licensee’s share of royalties.
Authorized Language Version(s)
The rights to the Film granted hereunder pertain only to the original version dubbed /voice-over and /or subtitled into the following language(s): Slovak
Licensee shall comply with all dubbing and subtitling requirements and restrictions provided by the Licensor. The Film may not be exploited with a function that enables the Film to be watched in its original version without subtitles and/or dubbing in the Authorized Language(s) i.e. no parallel track shall be permitted.
The exploitation of the Film in languages other than those expressed in this paragraph is reserved for the sole and exclusive exploitation by Licensor without limitation or restriction. For festival events and in Cinemas only, Licensee can use parallel Czech and English subtitles.
Licensee shall at all time grant Licensor access to any dubbed, voice-over or subtitled language version of the Film created by Licensee (if any) and Licensor shall exploite or let third parties exploit such language version only upon payment of 50%Licensee´s production dubbing costs
License fee/Delivery fee
As an advance for the rights granted hereunder, Xxxxxxxx agrees to pay to Licensor a non-refundable but recoupable:
Licensee fee in the amount of EUR 4.200
(See appendix A for allocation) Material/Delivery fee: without delivery
License Fee will be paid in the following installments:
● 100% on signature of the Agreement, but no later than February 28th, 2023
The amount of the License fee and all other payments remitted to Licensor are to be paid net of any and all taxes including VAT/ withholding taxes and net of all bank charges, remittance fees and/or reimbursing fees. If any, these are to be at the expense of the Licensee. Any delay in payment will be regarded as a material breach of the contract.
Licensor shall provide the tax documents that Licensee needs. Licensee will provide Licensor with all documentation indicating Licensee's payment of the required withholding tax paid and no deductions may be made from this amount. As Licensor is acting as sales agent on behalf of AB Svensk Filmindustri (hereinafter referred to as “SF Studios”), any withholding tax (WHT) shall be governed by the rules between Sweden and Licensee’s country.
In the event Licensee does not provide Licensor with the original receipt showing its payment of the withholding tax to the applicable Tax Authorities, Licensee shall immediately on request by Licensor pay the withholding tax to Licensor.
Without prejudice to the foregoing, the Licensee shall in no event be entitled to claim any refund, or seek reimbursement from the Licensor of any portion of the amounts already paid under this Agreement.
Licensee’s timely payment of all amounts is the essence of this Agreement and an express condition to the Licensee’s right to exploit the Rights. The Rights shall not vest in Licensee until payment in full of all amounts in accordance with the terms of this Agreement.
P&A-budget (if applicable)
N/A
Holdback (if any)
N/A
Cross
N/A
Statements
N/A
Delivery
Licensor have already material at the disposal.
Licensee must and may only use formats and material physical and digital, delivered by (or on behalf of) Licensor.
Place of Performance and Jurisdiction
The Agreement shall be interpreted and construed under and pursuant to the laws of Denmark. Any litigation shall be brought in the courts of Denmark.
Special provision:
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended a §5a) of the Act No. 211/2000 Coll. on free access to information and on amendments and supplement to certain acts (Freedom of Information Act) Radio and television of Slovakia is obliged to publish this Contract via Central Register of Contracts of the Government Office of Slovak Republic in its full wording.
Legal Binding and Prevailing Terms
Upon full signature of the Deal Terms these will be supplemented by Licensor’s Standard Terms. Consequently, the License Agreement consists of the 1) Deal Terms and 2) Licensor’s Standard Terms, hereunder a schedule of definitions – Appendix A, Appendix 1 and 2. If there are any inconsistencies between the Deal Terms and the Standard Terms within the license agreement, the Deal Terms will prevail. Licensee is aware that Licensor is concluding an internal rights check before concluding the long form agreement and that this agreement is subject to such clearance
By its signature, Licensor confirms that it is acting as sales agent on behalf of SF Studios and has a full capacity to enter into this Agreement and it is entitled to grant the rights stated in this Agreement.
Place and date: / 2023 Place and date: / 2023
For Licensor
Xxxxxx Xxxx, Director of Sales and Marketing
For Licensee
Xxxxx Xxxxxx, general director
APPENDIX A
TITLES | Licensee fee | Material Fee (HD) | License start | License end |
The Children of Bullerby village - TV series (Alla vi barn i Bullerby (1986) - TV serie) | EUR 2,100 | 01.04.2023 | 31.03.2026 | |
My very own sister (Allra Käraste Syster) | EUR 300 | 01.12.2023 | 30.11.2026 | |
Goodnight Mr Xxxxxxxx (God natt herr xxxxxxx) | EUR 300 | 01.12.2023 | 30.11.2026 | |
Sweet Pea (Gull-pian) | EUR 300 | 01.12.2023 | 30.11.2026 | |
One jump too many (Hoppa Högst) | EUR 300 | 01.12.2023 | 30.11.2026 | |
There are no robbers in the forest (ingen rövare finns x xxxxxx) | EUR 300 | 01.12.2023 | 30.11.2026 | |
Xxxxxx Xxxxx (Xxxxx Xxxxx) | EUR 300 | 01.12.2023 | 30.11.2026 | |
A live christmas present (Nånting levande åt lame- kal) | EUR 300 | 01.12.2023 | 30.11.2026 |
Standard Terms
1. Rights
1.1. Licensor hereby grants to Licensee the right to exercise the Licensed Right(s) in the Film in the Authorised Language(s) over the Licensed Channel(s) for no more than the authorised number of Run(s) within the Licensed Territory during the License Period in accordance with the terms and conditions set forth in this Agreement, hereunder but not limited to timely and full payment by Licensee of the Payments. All rights not explicitly licensed above to Licensee shall be reserved by and belong solely to Licensor and Licensor may freely dispose of all of same including disposition within the Territory and during the Term. The rights are only exclusive in the territory on the languages licensed. Licensee may not sub- license any of the granted rights without prior written approval by Xxxxxxxx. If a right hereunder is granted non-exclusively only, then Licensor shall be free to enter into non-exclusive agreements with other licensees within the Territory.
1.2. The "Term"for the Film will start on the date specified in the Deal Terms, and will end on the earlier of the Expiry Date set forth in the Deal Terms, whether or not all runs of the Film actually have taken place, and the last authorized run of the Film. Licensee will not permit or authorize any exploitation of the Film after the Term.
1.3. Any Rights exploitation through Internet must be geo-blocked and Licensee shall employ a recognized Digital Rights Management System (“DRM”). The Licensee shall exploit the Rights only in the Authorised Language(s) and in such manner so as to only be accessible within the Territory, unless such restriction is contrary to law, and by persons authorised by the Licensee (or its sub-licensees) and incorporating up-to-date technological safeguards and state-of-the-art industry-standard DRM that prevent unauthorised broadcast, copying or retransmission of the Film. The Licensee shall not (and shall cause its sub-licensees not to) seek customers for the Film outside the Territory and the Licensee will take all such measures permitted by law, including geo-blocking, to prevent unauthorised access to the Film from outside the Territory. The parties acknowledge that transmissions exploiting Free Television Rights and Pay Television Rights via satellite and over-the-air systems are subject to inherent overspill ("Overspill") and that the foregoing shall not constitute a breach of this Agreement provided that the reception of such Overspill is not specifically authorised or intended for primary reception outside the Territory and that transmissions are sufficiently encrypted and geo-blocked to prevent unauthorised reception outside the Territory
1.4. The Parties agree that Licensor shall not be in breach of this Agreement if, and to the extent that, any individual resident outside the Territory who is authorised to access and view the Film) and/or a service including the Film by means of the internet (including wireless distribution such as 3G, 4G and Wi-Fi) in his/her home country within the EEA, is also authorised to access and view the Film) and/or a service including the Film by means of the internet (including wireless distribution such as 3G, 4G and Wi-Fi) when that individual is temporarily located outside his/her home country, but within the Territory, under the conditions in the Regulation of the European Parliament and of the Council on ensuring the cross-border portability of online content services in the internal market when such regulation enters into force.]
1.5. Excluded – without limitation - from the rights granted hereunder are secondary rights such as remake rights, sequel rights, merchandize rights, rights held by any performing rights society, rights granted to any authors’ rights associations and rights to the sound track music. Remake rights, if granted, are licensed through a separate remake agreement.
1.6. All amounts collected by any collecting society, author’s rights association, performing rights society, or governmental agency that are payable to authors, producers, performers or other persons and that arise from royalties, compulsory licenses, cable retransmission income, music performance royalties, tax rebates, exhibition surcharges, levies on blank videograms or hardware, rental or lending royalties shall as between Licensor and Licensee, be the sole property of Xxxxxxxx.Xx way of illustration but not limitation, this will apply to such amounts arising from royalties collected by AGICOA, CAB, or similar organizations from cable retransmissions or television programs, and from collections by music performing or mechanical rights societies. Licensor has the sole right to apply for and collect all these amounts. If any of them are paid to Licensee, it shall immediately remit them to Licensor (as agent on behalf of the producer) with an appropriate statement identifying the payment.
1.7
Intentional deleted
1.8. Licensee acknowledges that it may be subject to overspill (terrestrial/satellite) of the Film within the Licensed Territory from other broadcasters and/or Licensor, and agrees that the occurrence of such overspill shall not constitute a breach of the exclusivity granted in this Agreement.
1.9. Rights granted by Licensor in this agreement are only granted to the primary broadcast/The Licensed Channel of the Program carried out by the Licensee in terrestrial networks, cable networks, via satellite, IP networks, mobile platforms or any other form of network or platform etc. For the avoidance of doubt the grant of rights to the Licensee does not encompass the rights to retransmission in any form or shape of the Film by a third party (i.e. other entity than Licensee) in cable networks, via satellite, IP networks, mobile platforms or any other form of network or platform etc.
1.10. The retransmission of the Film within the Territory in accordance with National
legislation and/or in accordance with a system for making payment to rights holders through a collecting society/societies clearing the necessary rights to retransmission, shall not be a breach of this Agreement.
2. Exploitation of the Film
The Film shall be exploited in its entirety and exactly as delivered to Licensee, except that Licensee may (a) prepare Subtitled/Dubbed versions of the Film in the Authorised Language(s) on the terms as specified under the Deal terms and section 3 below; (b) make minor cuts or broadcast on a non-continuous basis solely for the
following purposes: (i) commercial insertions (unless otherwise set forth in the Deal Terms), and/or (ii) statutory censorship requirements in the Licensed Territory provided, however, that Licensee shall in no event cut or alter the main or end titles or any credit or any part thereof; the copyright notice or trademark notice appearing on or in the Film; the credits or impair the integrity or meaning of the Film. Licensee may not include any advertisements or other material in the Film other than Licensee’s credit or logo.The following cuts shall not be deemed minor hereunder: any cut that impairs the basic storyline for the Film or the artistic integrity of the Film; any cut that violates the droit moral of any right holder in the Film. Such alterations will need Licensors prior written approval and if not received any such breach or violation of the terms hereof shall constitute a material breach of the Agreement. If the Licensee wishes to change the title, such new title will need Licensors prior written approval not to be unreasonably withheld. Licensor will not be responsible to clear any new title for the Film either locally or internationally and will not be liable for any potential breach of copyright to the new title.
3. Language Versions
3.1. The rights granted to Licensee are limited to the language versions set forth above and Licensee may produce at its own expense such dubbed/ subtitled language version. All other rights to all other language versions and all rights to the title of the Film are retained and may be freely exploited by Licensor.
3.2. If Licensee produces its own dubbed/subtitled language versions, the creation of such shall be subject to the following conditions:
- The Licensee will secure that the leading cast has rehearsed sufficiently before recording,
- Licensee will secure that the mood and voices of the dubbed version matches the original version, hereunder that the dubbed version shall be mixed in the same volume as the original.
3.3. The translated dialogue in the Film shall have the same meaning as the dialogue in the original language version. Licensee shall ensure that the local title does not violate any already existing title in the Territory, and if any infringement occurs because of the local title, Licensee shall indemnify Licensor of such.
4. Payment Requirements
4.1. For the Licensed Rights granted herein, Licensee shall pay to Licensor, in full, the License Fee. Payment shall be due and payable in accordance with the Deal Terms.
4.2. All payments shall be made by transfer to the bank account stated in the invoices issued by Licensor, on behalf of AB Svensk Filmindustri (SF Studios), and all payments will be made directly to SF Studios.
4.3. Unless otherwise specifically stated in the Deal Terms, Licensee is not entitled to make any deductions from the License Fee such as bank charges, exchange costs, VAT, taxes, customs duties, other official charges and assessments nor expenses of delivery such as technical fees, freight, storage, customs, duties, insurance etc.
4.4. Unless otherwise specifically stated in the Deal Terms, Licensee will
reimburse and indemnify Licensor for all taxes, customs duties and/or other official charges/fees and assessments within the Licensed Territory that Licensor may be required to pay in conjunction with the Agreement or the Licensee will remit directly to the authorities involved all such official sum as may be required by said authorities in the Territory. If no legal obstacles prevent it, it is the responsibility of the Licensee to provide the authorities with all statements necessary in conjunction with such charges.
4.5. Timely payment is of the essence of this Agreement and is an express condition precedent to Licensee's exercise of the licensed rights. Payment will be considered made only when Licensor has immediate and unencumbered use of funds in the required currency in the full amount due. Licensee will timely obtain all governmental permits necessary to make all payments to Licensor.
4.6. Any failure to make due payment according to this Agreement shall constitute a material breach.
4.7. Finance Charge on Late Payments: If Licensor does not receive any payment on the date due, then in addition to any other right or remedy, Licensor may assess a finance charge on such late payment at the lesser of two (2%) percent over the then current advertised prime rate per annum at Licensor's lead bank on the date payment was due at Licensor's lead bank or the highest applicable legal contract date. A Finance Charge, if made, will be retroactive to the date payment was due and will continue until payment in full.
4.8. No severance payment: Licensor will not pay any compensation to any Party, including without limitation Licensee and Licensee's customers, in connection with termination or expiration of this Agreement.
5 Music
5.1. Music Cue Sheets: To the extent required and available, promptly after Delivery, Licensor will supply Licensee with available music cue sheets listing the composer, lyricist and publisher or all music embodied in the Film. Licensee will as necessary, promptly file with the appropriate governmental agency or music rights society in the Territory a copy of the music cue sheets supplied by Licensor without making any changes in them.
5.2. Mechanical Royalties: The parties acknowledge that a mechanical, performing or author's right society in the Territory may attempt to collect royalties attributable to the manufacture, sale or rental of Videograms and embodying the Film for Home Video and Internet exploitation. Such royalties may be called "mechanical", "performance", or "synchronization" royalties, or some similar designation. Licensee will be solely responsible for such royalties and shall be paid out of Licensee’s share of Gross Receipts and are irrelevant to Licensor.
5.3. Performance: Licensor represents and warrants to Licensee that the non-dramatic ("small") performing rights in each musical composition embodied in the Film are: either (i) in the public domain in the Territory; or (ii) controlled by Licensor sufficient to allow Licensee to exploit the Licensed Rights without additional payment for such rights; or (iii) available by license from the local music performing rights society(ies) in the Territory affiliated with the International Confederation of
Authors and Composers Societies (CISAC). With regard to music in category (iii), Licensee will be solely responsible for obtaining and paying for a license to exploit such performance rights from the local music performing rights society(ies) and shall hold the Licensor harmless from any liability relating thereto.
5.4. Licensee hereby undertakes at the sole expense of Licensee to secure all rights licenses necessary for the exploitation of the Licensed Right(s) of each visual art contained in the Film and to make returns to the appropriate rights society in the Territory and for this purpose Licensor shall supply a visual art cue sheet with the Film.
5.5. If Licensee fails to remit payment to the relevant performing rights associations, Licensee warrants holding Licensor harmless from and against any and all liability, cost or expense towards the rights holders.
5.6. As between Licensor and Licensee, Licensor will be solely entitled to collect and retain the publisher's share of any music royalties arising from Distributor's exploitation of any Licensed Rights in the Picture.
6. Advertising, Promotion and Editing
6.1. Licensor's Requirements: Licensor will timely provide Licensee with a list of all required screen credits (if not already contained in the Film) and paid advertising, publicity and promotional requirements. Licensee will comply with all such requirements at all times.
6.2. Promotional use clip of trailer: Licensor grants to Licensee the non- exclusive right to use approved excerpts from the Picture not exceeding two (2) minutes in running time in the aggregate for publicity purposes (“clip” or “trailer”) within the Territory during the License Period solely in connection with, advertising, marketing and promoting the Film.
6.3. No Material may be used for any other purpose except for the marketing and promotion of the Film to which it relates.
6.4. Unless prior written approval is given by Licensor in each instance, the right to license the Film for exhibition in association with commercial endorsements, commercial-tie in arrangements, sponsorships, promotions, corporate events, roadshows and similar events is not included in the Rights and is not granted to Licensee. Notwithstanding the aforesaid, in no event will the Licensee use the names and likenesses of any individual associated with the Film as an endorsement of any kind of product or service.
6.5. Licensee shall have the right to advertise, promote and publicise the Film in the exercise of the Licensed Rights hereunder in any and all media and to authorise others to do so. Notwithstanding the foregoing, Licensee shall not make or permit to be made, in any advertising, publicity or otherwise, any statements which directly or indirectly expressly or by implication, (a) constitute or may be
understood to be an endorsement of any sponsor, product, article or service by Xxxxxxxx, the producer or copyright proprietor of the Film, any actor or actress appearing therein, the director or anyone else connected or associated with the Film, or the production or distribution thereof, or (b) indicate or may be understood as indicating that any such person is connected or associated with or is employed or engaged by Licensee or any sponsor. Any advertising or publicity referring to such person shall be limited to and shall indicate that such person appears in or rendered services in connection with the Film.
6.6. The licensed music in the Film may not be used out-of-context in any advertising, promotion, trailer or teaser.
6.7. Notwithstanding the foregoing any and all commercial rights to sell clips from the Film to third parties shall remain with Licensor.
6.8. Licensee shall send to Licensor for Licensor’s approval, any artwork as soon as possible after creating and prior to the commercial release of such artwork. Licensee is obligated to seek Licensors prior written approval to any artwork, which is not to be unreasonably withheld. In creation of Licensee’s own artwork for promotion and exploitation of the Film, Licensee may not include effects or objects, which have not been a part of the Film, nor include people, animals etc. who have not participated in the Film.
6.9. Furthermore, Licensee may only use stills from the Film, which have been delivered by Licensor. Licensee shall not frame grab any pictures from the Film, as all pictures has to be pre-approved by the Producer. Furthermore, Licensee shall observe and respect all restrictions there might be on the title. Licensor will advise Licensee accordingly.
Approval shall be sent to:
If Licensee fails to seek Licensors prior written approval, Licensee shall be responsible for any breach any rights holder agreements there might be.
6.10. Licensee shall not change or delete any parts of the Film, the sound track or the credits. Video and TV rights are granted only to the version(s) delivered by Licensor or the Laboratory chosen by Licensor and Licensee shall not have the right to scan new video/TV masters.
6.11. Notwithstanding the foregoing, Licensee shall have the right to cover frontal nudes with black spots or make other adequate precautions, however only to the extent necessary in order to comply with rulings of duly constituted censorship authorities in the Licensed Territory.
6.12. Licensee shall solely be responsible for all necessary censorship approvals pertaining to the Film in the Territory. Expenses in connection with the censorship approvals shall be paid by Licensee. A copy of the censorship certificate shall be forwarded by Licensee to Licensor immediately upon receipt thereof by Licensee.
6.13. Licensee is aware that the Film might contain scenes or sequences
which in some countries might be considered obscene, violent or pornographic. Licensee hereby expressly waives any and all claims or right of rescission, which Licensee may now or hereafter have with respect to artistic quality of the Film, changes in cast or creative personnel in connection therewith.
7. Credits and Billing block
7.1. Licensor's Requirements: Licensor will timely provide Licensee with a list of all required screen credits (if not already contained in the Film) and paid advertising, publicity and promotional requirements. Licensee will comply with all such requirements at all times.
7.2. In promoting and exploiting the Film, Licensee and all of Licensee’s subsequent licensees undertakes to give credit to the director, producer and to all other persons entitled to credit on all prints and in all advertising and promotional materials in size and sequence as required by Licensor. When releasing the Film. Xxxxxxxx agrees to release the Film as a “Film directed by the name of the director” by applying the name of the director.
7.3. In publicising and exploiting the Film, Licensee shall include the name of Licensor (and its logo) with the name and logo of Licensor to be at least the same size as the name and logo of Licensee. Furthermore, Licensee agrees to implement the animated logo of REinvent Studios International Sales ApS, which will be delivered in a separate file by Licensor and placed in the beginning of the Film by Licensee.
7.4. Licensee shall observe and use billing block delivered by Licensor. Credits in minor paid ads are subject to Licensee’s customary exclusions.
8. Broadcast Reports
Upon completion of each Run of the Film, Licensee shall give written notice thereof to Licensor and shall provide Licensor with all other information concerning the exercise of the Licensed Rights hereunder reasonably requested by Xxxxxxxx (including, without limitation, time and place of each transmission of the Film, the title of the Film in each Authorised Language(s) used for each transmission of the Film, etc.).
9. Delivery
9.1. Licensor agrees to make Delivery (as defined in Appendix 2) to Licensee directly or to Licensee’s agent, or to a carrier, or to any shipping agent designated by the Licensee and shall be deemed as Delivery by Licensor to Licensee hereunder and Licensor shall not be liable for any action taken by any such party.
9.2. Licensor shall deliver to Licensee the advertising material (as listed in Appendix 2) but only to extent available and provided Licensor shall have no obligation to create such material. If Licensee does not use these advertising and promotional materials, then Licensee will consult with Licensor before using any other advertising or promotional materials.
9.3. Within thirty (30) days of receipt by Licensee of the Delivery Materials, Licensee agrees to examine the delivered copy of Film to determine whether it is physically suitable for transmission. If it is determined that said material is not physically suitable for transmission, Licensee shall, prior to the expiration of such thirty (30) day period, provide Licensor with a written technical report specifying in detail the nature of any such claimed defect. Licensor shall promptly replace such defective materials. Failure to notify Licensor in writing of any claimed defect prior to the expiration of the aforementioned thirty (30) days period shall be deemed acceptance of the materials so delivered.
9.4. Legal ownership of and title to all the Delivery Materials will remain with Licensor subject to Licensee's right to use such Delivery Materials under this Agreement. Licensee will exercise due care in safe-guarding all Delivery Materials and will assume all risk for their theft or damage while they are in Licensee's possession.
9.5. Licensee agrees that it will not cause, authorise or permit the duplication or copying of the Film, of the sound track thereof or any part thereof.
9.6. Licensee will pay for all Delivery Materials (technical costs to be advised by Licensor). All costs in connection with the Delivery (including, without limitation, shipping charges, import fees, duties, brokerage fees, storage charges and related charges) will be Licensee’s sole responsibility.
9.7. Delivery of materials is contingent on full payment of the License Fee required above and materials payment and fully executed License Agreement. All costs of delivery and return (including shipping charges, import fees, duties, insurance and other related charges) will be at the sole cost of Licensee.
10. Licensee created materials
Licensor will at all times have unrestricted access to all alternate language tracks and dubbed versions, masters, advertising and promotional materials, artwork and other materials created by Licensee pursuant to this Agreement. Promptly after completion of any Dubbed or Subtitled version of the Film, Licensee will provide Licensor (or its licensor) with immediate unrestricted access against payment of no more than 50% of the original production cost to all Dubbed and Subtitled tracks. Licensor will immediately become the owner of the copyright in all Dubbed and Subtitled tracks, subject to a non-exclusive free license in favour of Licensee to use such tracks during the License Period solely for exploitation of the Licensed Rights. Licensor’s rights are automatically immediately assigned to Licensor’s licensor. If such ownership is not allowed under a Law in the Licensed Territory, then Licensee will grant Licensor a non-exclusive free license to use such Dubbed or Subtitled tracks world-wide in perpetuity without restriction.
11. Exploitation of IP-Technology and Cell-Phone/ Handheld
11.1. To the extent that any of the granted rights are authorized for exploitation by means of IP-Technology and/or Cell Phone /hand held devices then the following restrictions and obligations shall apply:
11.2. Licensee is obligated to ensure that any subsequent licensees such as VoD-operators, Internet Service Providers and/or Wireless Access Providers will
apply geo-filtering technology adequate to ensure that only recipients within the Territory can access the Film.
11.3. Furthermore Licensee is obligated ensure that any subsequent licensees, operators, Internet Service Providers and/or Wireless Access Providers will utilize the most recent Digital Right Management systems adequate to prevent unauthorized reproduction, copying, retransmission and alteration of the Film.
11.4. Licensor shall at all times free of charge have access to any and all digital formats of the Film created by Licensee suitable for use on Licensee’s web servers for the purpose of on-line distribution and Licensor shall be free at any time to exploit or let third parties exploit such formats outside the Territory.
12. Warranties and Representation
12.1. Licensor represents and warrants that it owns or controls all of the Licensed Right(s) in the Film and that Licensor has the right to enter into and perform this Agreement and to grant Licensee the Licensed Rights herein provided. Licensor will not be liable to Licensee for any indirect losses (such as loss of profits).
12.2. If Licensee wishes to assert its rights to be indemnified as set forth in this Agreement it must:
i) Promptly notify Licensor of any allegation, claim or legal proceedings which give rise to such right and make no admission or settlement without the prior written authority of Licensor.
ii) Provide Licensor with the opportunity to participate in and fully control any compromise, settlement or other resolution or disposition of such claim or proceedings (subject to being fully indemnified and secured by Licensor to Licensee’s satisfaction).
iii) Fully co-operate with the reasonable requests of Licensor and at Licensor's reasonable expense in its participation and control of any compromise, settlement or resolution or other disposition of such claim or proceedings.
12.3. Licensee represents and warrants that it has the full power and authority to enter into this Agreement, that Licensee is not acting on behalf of any third party, that Licensee has provided Licensor loyally with all company information and that the performance of its obligations under this Agreement will not conflict with its charter, by-laws or obligation under any other agreement. Licensee further represents and warrants that upon signature hereof, this Agreement will be a valid, binding and enforceable Agreement against it. Licensee further warrants and represents that, by Licensee's actions, there are no and never will be any liens, charges, claims, adverse rights or interests of any kind on or against any Materials title to which is vested in Licensor as set forth in this Agreement.
12.4 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party, its parent, subsidiary and affiliated corporations, and its and their directors, officers, agents, representatives and employees (together the
“Indemnified Party”), from and against any and all claims, suits, liabilities, judgements and damages, incidental or including without limitation reasonable legal costs, arising out of a breach by the Indemnifying Party of any of its covenants, obligations, rights, warranties and representations contained in this Agreement, provided that the Indemnified Party: (i) gives to the Indemnifying Party prompt written notice of any claim or litigation to which this indemnification applies; (ii) affords to the Indemnifying Party the opportunity to participate in and fully control the disposition (by compromise, settlement or other resolution) of such claim or litigation; and (iii) fully co-operates with reasonable requests of the Indemnifying Party to that end.
12.5 The Parties agree that, to the extent permitted by law, neither Party shall be liable to the other in respect of any incidental, consequential, indirect or special loss or damages, howsoever arising, whether in contract or in tort.
13. Assignment of Rights
13.1. Licensee shall under no circumstances have the right to assign, sub- license, distribute or in any way transfer or dispose of any or all part of this Agreement, hereunder its rights and obligations, whether voluntary or by operation of law, without the prior written consent of Licensor. If Licensor consents to an assignment or transfer then this Agreement will be binding on such authorised assignee or transferee, but will not release Licensee from its obligations under this Agreement, unless otherwise expressly agreed upon with Licensor.
13.2. Licensor may assign this Agreement or any right or interest herein, to any subsidiary or affiliate corporation, hereunder at all times to AB Svensk Filmindustri (SF Studios) without the consent of Licensee, having all or substantially all of Licensor’s distribution facilities, or to any person, firm or corporation which shall succeed to all or substantially all of Licensor’s distribution facilities, or possessing substantially equivalent distribution facilities irrespective as to whether it succeeds to the remainder of Licensor’s assets. Nothing herein contained shall be deemed or construed to limit or prevent Licensor from assigning, hypothecating, pledging or discounting this Agreement, or all or a portion of the Licensee fees hereunder. Licensor shall not be released from its obligations according to this Agreement in case of assignment. Any rights which Licensor may have against Licensee under this Agreement can be invoked independently by SF Studios. Nothing set forth in this Agreement shall give Licensee the right to direct any claims or invoke any rights it may have under this Agreement against SF Studios (or its affiliates, directors, officers etc).
14. Copyright Protection
14.1. Licensee undertakes at its own expense to do all things necessary to secure comprehensive copyright protection for the Film and to remove illegal streaming-/downloading and/or uploaded of the Film on sites in the licensed Territory and, specifically, to comply with all formalities in connection therewith. The appropriate measures to be taken for such purpose shall be determined with Licensor promptly following the execution of the License Agreement by both parties.
Licensor may require Licensee to undertake registration of the Film in Licensor’s name and at the expense of Licensee.
14.2. Licensee irrevocable grants and assigns the right but not the obligation to Licensor to exclusively take actions in and out of court against infringers of the work, including without limitations against infringers who has illegally downloaded and/or uploaded the Film on the internet. This shall also apply in the event of infringement of any rights granted to Licensee. Accordingly Licensor shall exclusively in its own name be empowered to undertake all available judicial measures to cause such infringement to cease including by means of injunction and to assert claims for damages resulting from such infringements. Any amounts recovered in connection with such claims and damages shall belong solely to Licensor and shall be kept separate from all accounting under the Film.
15. Force Majeure
None of the parties shall be responsible for non-fulfillment of any of his obligations according to this Agreement caused by fire, earthquake, labor dispute, strike, civil disorder, act of God or public enemy, any municipal ordinance, any state or federal law, governmental order or regulation or any other event of force majeure beyond the control of the parties.
16. Suspension and Withdrawal
16.1. Licensor's right: Licensor will have the right at any time to withdraw any Film or, in Licensor's sole and absolute discretion, suspend delivery or exploitation of the Film or withdraw the Film: (a) if Licensor determines that its continued exploitation might infringe the rights of others, violate any law or subject Licensor to any liability; or (b) due to events of Force Majeure. Licensor reserves the right in such case to discontinue the exploitation of any Film at any time during the Term on five (5) days written notice to Distributor.
16.2. Effect of Suspension: Licensee will not be entitled to claim any damages or lost profits for any suspension. Instead, the Term will be extended for the length of the suspension. If any suspension lasts more than three (3) consecutive months, either Party may terminate this Agreement on ten (10) days' notice, in which case the Picture will be treated as a withdrawn Picture as provided in 16.3 below.
16.3. Effect of Withdrawal: If the Film is withdrawn or this Agreement is terminated after a period of suspension, Licensee may obtain a proportional refund of the License Fee. Licensee's sole remedy will be to receive this refund. In no event may Licensee collect any "lost profits" or other damages.
17. Breach and Termination
17.1. Licensor may terminate the License Agreement effective immediately by written notice of termination to Licensee upon the occurrence of an event of default. An event of default shall be deemed to have occurred if in particular:
- Licensee fails to duly fulfil its obligations under the License Agreement and under these Standard Terms for the License Agreement and Licensee is not able to cure such breach, ref. section 17.2.; or
- Licensee becomes insolvent or fails to pay its debts when due; Licensee makes any assignment for the benefit of creditors, or seeks relief under any bankruptcy law or similar law for the protection or debtors, or suffers a petition or bankruptcy to be filed against it or has a receiver or trustee appointed for substantially all of its assets; or
- Licensee attempts to make any assignment, transfer or sublicense of this Agreement without first obtaining Licensor’s prior approval.
- Licensee applies for judicial insolvency or bankruptcy relief, or extra-judicially seeks deferment of or release from debts to its creditors, or if insolvency or bankruptcy proceedings are instituted against Licensee’s assets upon application by a third party (in such a situation the agreement will automatically terminate without any further notice), or
- if a bankruptcy petition of Licensee is dismissed by reason of insufficient assets (in such a situation the agreement will automatically terminate without any further notice); or
- Licensee elects to liquidate or, de facto, ceases its business activities (in such a situation the agreement will automatically terminate without any further notice); or
- Control of Licensee changes. A change of control shall be deemed to have occurred if more than 49% per cent of the capital and/or the voting rights of Licensee have been transferred from the present owner(s) of Licensee to any third party not directly or indirectly owned by the present owner(s) of Licensee.
17.2. Licensor will give Licensee written notice of any claimed default. If the default is incapable of cure, then Licensee will be in default immediately upon receipt of Licensor's notice. If the default is capable of cure, then Licensee will have ten
(10) days after its receipt to cure any monetary default, and twenty (20) days after its receipt to cure any non-monetary default. If the default is incapable of cure, or if Licensee fails to cure within the times provided, then, in addition to any other rights or remedies Licensor may have, Licensor may terminate this Agreement retroactive to the date of default. Licensor may then proceed against Licensee for legal and equitable relief, including suspending delivery of any other Film and declaring all unpaid amounts due Licensor immediately due and payable.
17.3. The rights granted to Licensee shall automatically revert to Licensor upon receipt by Licensee of notice of termination from Licensor. Licensor may then proceed against Licensee for legal and equitable relief; in addition, Licensee shall be liable to Licensor for any and all damages resulting from such termination of the License Agreement. Under no circumstances shall Licensee be entitled to any partial or complete repayment of the License Fee, if already paid.
17.4. In the event of Licensee’s failure to make timely payment of a License Fee or timely payment of materials for one Film, then Licensor shall be entitled to hold back any materials to all other Film until full payment has occurred.
17.5. In the event of Licensee’s failure to make timely payment of a License Fee or timely payment of materials for one Film, or in the event of any other material breach of contract by Licensee, then Licensor shall be entitled to terminate all other license agreements on titles not yet released between Licensee and Licensor.
17.6. Licensee may terminate the License Agreement effective immediately by written notice of termination to Licensor upon the occurrence of an event of default. An event of default shall be deemed to have occurred if in particular Licensor fails to fulfil its obligations under the License Agreement and under these Standard Terms for the License Agreement and such failure continues for a period of more than a month grace period.
17.7. The rights granted to Licensee shall automatically revert to Licensor upon receipt by Licensee of notice of termination from Licensee. Licensee may require that the License Fee is repaid, however Licensor shall be liable to Licensee for any and all damages resulting from such termination of the License Agreement
.
17.8. SF Studios has been assigned the right to bring any claim and/or take any action (including suspension of the Films and/or legal action) directly against the Licensee in connection with this Agreement on behalf of Licensor.
18. No Partnership
18.1 Nothing contained in this Agreement shall make either party a partner, joint ventureer, representative, or agent of the other, and neither party shall so hold itself out by advertising or otherwise.
18.2. Separability: In case of any conflicts between any term of this Agreement and any material law, ordinance, rule or regulation, the latter will prevail.
18.3. No waiver:No waiver of a breach will be a waiver of any other breach of the same or any other provision. No waiver is effective unless in writing. The exercise of any right will not be deemed a waiver of any other right or of any default of the other party.
18.4. Remedies Cumulative: All remedies are cumulative, and resort to one will not preclude resort to any other at any time.
18.5. Entire Agreement: This Agreement contains the entire under-standing of the parties regarding its subject matter, and supersedes all previous written or oral understandings or representations between the parties regarding its subject matter, if any. The party expressly waives in favor of the other any right rely on such oral understandings or representations.
18.6. Modifications: No modification or amendment of this Agreement will be effective unless in writing, signed by both parties.
19.Partial Invalidity
If any provision of the License Agreement is declared to be invalid, then the validity of the remaining provisions shall not be affected and such invalid provisions shall be deemed to be superseded by a valid provision which corresponds as closely as possible to the intent of the invalid.
20. Confidentiality
Neither party without the express permission of the other may disclose the terms and conditions of this Agreement other than as may be required by any applicable law, governmental order or regulation or decree of any court of competent jurisdiction. Notwithstanding the aforesaid, no confidentiality shall apply between Licensor and its licensors pertaining to the Film.
21. Place of Performance and Jurisdiction
The Agreement shall be interpreted and construed under and pursuant to the laws of Denmark. Any litigation shall be brought in the courts of Denmark. Notwithstanding, Licensor shall be entitled to commence proceedings for the payment of any amount due and undisputed in any court or competent authority.
By its signature, Licensor confirms that it is not acting on behalf of any third party:
Place and date: / 2023 Place and date: / 2023
For Licensor
Authorized representative
For Licensee
Xxxxx Xxxxxx, general director
Appendix 1– Definition of Rights
Below, inalphabetic order, is set forth such definitions as they apply in this Agreement:
1. Ancillary:
Means exhibition of the Film regardless of format and means of exhibition to a limited audience in places not primarily engaged in the business of exhibiting TV Film such as Airlines, Trains, Vehicles and Ships (operating out of a country in the Territory) as well as Hotels, herunder:
1.2 “Airline Rights” means the exploitation of the Film for direct exhibition in aeroplanes either by the airline carrier or by the passengers using a Wireless Device that are operated by an airline flying the flag of any country in the Territory for which such rights are licensed, but shall exclude airlines that that are only serviced in but do not fly the flag of such countries in the Territory;
1.2 “Hotel Rights” means the exploitation of the Film only for direct exhibition in temporary or permanent living places, such as hotels, motels, apartment complexes, co-operatives or condominium projects, by means of closed-circuit television systems where the telecast originates within or in the immediate vicinity of such living places
1.3 "Ship Rights” means exploitation of the Film only for direct exhibition in sea or ocean going vessels that are operated by a shipping line flying the flag of any country in the licensed Territory but excluding shipping lines that are customarily licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the licensed Territory;
1.4 “Train Rights” means exploitation of the Film only for direct exhibition in a rail based transportation system that is operated
solely
within the Territory.
1.5 “Vehicle Rights” means exploitation of the Film only for direct exhibition in commercially operated motor or electric vehicles, such
as
buses, taxis or rideshares used for transporting individuals solely within the
Territory.
2. Catch-up:
Catch-Up Free TV means making available a Film on the affiliated website of a free television broadcast, cablecast or satellite transmission service only for Internet Streaming for a limited period of time not exceeding thirty (30) days from the initial telecast on the service unless otherwise expressly agreed. The Catch-up Rights shall be non-downloadable and geo-blocked within the licensed Territory.
COD:
Means any and all costs that are borne by Licensee and are of no concern to Licensor. Such costs are to be borne solely by Licensee and no cost deduction(s) may be made by Licensee.
COT:
Means the Minimum Guarantee and any agreed P&A Costs, which are to be recouped 100% “off the top” of the Gross Receipts. After this amount has been recouped, the remaining Gross Receipts will be split in accordance with the DM terms.
1. Free-TV:
Means broadcasting of the Film to the public (point-to-multipoint distribution) by means of any and all types of distribution and redistribution, including but not limited to, analogue and/or digital (a) terrestrial (incl. wireless and mobile), (b) cable (incl. fibre and traditional cable), (c) satellite and (d) Internet (incl. IPTV) distribution and redistribution for reception on a television or other form of viewing device (incl. portable devices) now known or later invented for purpose of private viewing without a charge being made to the viewer other than governmental television receiver assessments and/or a basic cable subscription fee. Free Television Rights includes Catch-up Rights for the number of days set out in the Deal Terms (but in no event exceeding 30 days.
2. Non-Theatrical:
Means the linear exploitation of a Film only for direct exhibition before an audience by and at the viewing facilities of either organizations licensed for a primary purpose other than exhibiting Films, such as in educational organizations, churches, restaurants, bars, clubs,libraries, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities flying the flag of the Territory.
3. Pay Per View:
Means only Residential PayPerView and NonResidential PayPerView exploitation of Film.
5.1 Residential PayPerView means the encoded telecast of a Film by Hertzian waves or over a cable service but not by use of Internet Protocol for television reception in homes or similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the Authorized Telecast of the Motion Picture at a time designated by the Authorized Telecaster for each viewing.
5.2 NonResidential PayPerView means the encoded telecast of a Film by Hertzian waves or over a cable service but not by use of Internet Protocol for television reception in hotels or similar temporary living places where a charge is made to the viewer for the right to use a decoding device to view the Authorized Telecast of the Motion Picture at a time designated by the Authorized Telecaster for each viewing.
4. Pay-TV:
Means broadcasting of the Film to the public (point-to-multipoint distribution) by means of any and all types of distribution and redistribution, including but not
limited to, analogue and/or digital (a) terrestrial (incl. wireless and mobile), (b) cable (incl. fibre and traditional cable), (c) satellite and (d) Internet (incl. IPTV) distribution and redistribution for reception on a television or other form of viewing device (incl. portable devices) now known or later invented for purpose of private viewing subject to the payment of a subscription fee or fee for the right to view the Film at a time or at intervals designated by the broadcaster.
5. Public Video:
Means exploitation of a Film embodied in a Videogram i.e. any and all types of storage formats for Film (and other audiovisual productions) such as DVD HD- DVD, Blue-Ray, etc.) only for direct exhibition before an audience in a mini- theater, an “MTV theater”, or like establishment that charges an admission to use the viewing facility or to view the Videogram and that is not licensed as a conventional motion picture theater in the place where the viewing occurs.
6. Theatrical:
Means direct exhibition of the Filmto the general public in conventional theatres and open theatres and which charge an admissions fee to view the Film.
7. Home Video:
8.1 Video Rental means exploitation of a Film embodied in a Videogram (i.e. any and all types of storage formats for Film (and other audiovisual productions) such as DVD HD-DVD, Blue-Ray, etc.) that is rented to the viewer from a retail location, at a kiosk, or through mail order only for non-public viewing of the embodied Film in a linear form within a private living place where no admission fee is charged for such viewing.
8.2 Video SellThru means exploitation of a Film embodied in a Videogram (i.e. any and all types of storage formats for Film (and other audiovisual productions) such as DVD HD-DVD, Blue-Ray, etc.) that is sold to the viewer only for non-public viewing of the embodied Film in a linear form within a private living place where no admission fee is charged for such viewing. Video SellThru includes Covermount (meaning a Videogram packaged as part of a magazine or newspaper).
8. VOD:
Means only AdVOD or AVOD, FVOD, SVOD and TVOD exploitation of a Film.
10.1 AdVOD or AVOD (or Advertiser Supported VOD) means making available a digital Film copy by Internet Streaming to a user who is not required to pay a fee to view the Film but where advertising, such as trailers or commercials, are included before, after, or within the continuity of the Film, or where other advertising, such as banners, icons, hyper-text, meta-tags, or similar identifying information for a product or service or their supplier, is included on the same Website as the Film.
10.2 FVOD (or Free to the User VOD) means making available a digital Film copy by Internet Streaming to a user who is not required to pay a fee to view the Film and there is no advertising content
embodied in or associated with the Film.
10.3 SVOD (or Subscription VOD) means making available a digital Film by Internet Streaming to a user who is required to pay a set fee for a specified period to view the Film along with other Films available on the licensed service making available such Films, on a maximum of five (5) wireless devices.
10.4 TVOD (or Transactional VOD) means making available a digital Film copy by Internet Streaming to a user who is required topay a set fee for a specified period to view the Motion Picture.
9. Internet Streaming:
Internet Streaming means making available a digital Film copy on the Internet in a manner that allows substantially continuous viewing of the Film copy in substantially linear form on a computer but which does not allow making another digital copy except for a transient period of time necessary to facilitate such viewing.
10. EST:
Means electronic sell through which is making available the Film to a consumer by Internet Downloading for the consumer’s permanent retention on a maximum of five devices for which a charge is made but without ht ebility for such consumer to make any further copy oof or to retransmit the Film(and such charge is not so low as to be “virtually free” either by reference to the reveinues accruing th the Licensee (or its subdistributor as applicable) or by reference to the amount payable by the consumer (pro rated on a fair anequitable basis in the case of consumer subscriptions for the viewing of the Film).
11. “Internet Downloading”:
Means exploitation of a digital copy of the Film by making it available over the Internet that allows its transmission to a computer or Wireless Device for making another exact digital copy of the Film and retaining the new digital copy for personal use for more than a transient period of time after completion of the initial continuous period of transmission
Appendix 2– Delivery materials:
Licensor shall digitally deliver the following for the Film to Licensee: MASTERS:
HD files with the following technical specifications: Video:
● QT HQ prores 422, video resolution: 1920x1080.
● File with 1 frame black before feature - no color bar and slate.
● TC start 0, 1, or 10 hours.
● Final mix on track 1 and 2, M&E on track 3 and 4. 5.1 mix on track 5 through 10 (if available). Final mix according to EBU R128 standard.
● Audio shall also be delivered as files, including M&E 2.0 + 5.1 -Audio STEMS 2.0
+ 5.1 for both trailer and feature
● extless element for all graphic scenes.
MISCELLANEOUS:
● English script
● Music cue sheet
● 5 - 10 Stills per episode (as available)
● 1 Synopsis including episode description for each episode
● Credit list and billing block, upon request
● Other relevant materials as available to Licensor Artwork upon request.