výpis zo zmluvy)
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Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Lux Vide S.p.A.
Via Xxxxx Xxxxxxxxxxx 17A 00195 Rím
VAT: 03880321009
Taliansko a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: Xxxxxxxx Xxxxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: Hraný seriál v celkovom objeme 72 hodín
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka, Dvojka, Trojka
Trvanie zmluvy: Licenčná doba na 3 roky
– od 1.9.2022 do 31.8.2025
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - dabing
Počet vysielaní: 3 vysielania – každé vysielanie vrátane reprízy do 48 hodín
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/digitálne aj analógové šírenie, káblové aj satelitné/
catch up práva na 14 dní po odvysielaní.
Licenčný poplatok: 64.800,- EUR
Splatnosť licencie: 20% z celkovej sumy po podpise zmluvy vo výške 12.960,-EUR k 30.10.2021
80% z celkovej sumy po dodaní materiálov
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a ich technickej akceptácií vo výške 51.840,-EUR k 31.3.2022
Podmienky dodania materiálu: Technické náklady za materiál:
Následne po úhrade prvej splátky žiadne
Technické parametre materiálu: Materiál bude dodaný na hard disku
vo formáte HD 16:9 zodpovedajúcom technickej špecifikácií RTVS (XDCAM HD422, originálne dialógové listiny.
Dátum dodania materiálu: Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za Lux Vide S.p.A.
po úhrade prvej splátky na účet partnera
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (bod 4. special terms & conditions)
doplnené v bode 15. special terms & conditions
za RTVS Xxxxxxxx Xxxxxx
generálny riaditeľ RTVS
Date: 12/07/2021 Contract No.: 03/2022
STANDARD LICENSE AGREEMENT (SPECIAL TERMS AND CONDITIONS)
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This Standard License Agreement is made between Lux Vide Finanziaria per iniziative audiovisive e telematiche S.p.A., Xxx Xxxxx Xxxxxxxxxxx 00X 00000 Xxxx, Xxxxx - Telephone: x0000000000 Fax:
x00000000000 VAT number: 00000000000 (hereinafter called “Licensor”) and Radio and Television of Slovakia - Xxxxxxx xxxxxx, 0 - 00000 Xxxxxxxxxx, Xxxxxx Xxxxxxxx – Telephone: +421 2 6061 1247- VAT number: SK2023169973 - Represented by Xxxxxxxx Xxxxxx General Director (hereinafter called “Licensee”).
1. PICTURES:
Italian Title: Xxx Xxxxxx Xxxxxxx Title: Xxx Xxxxxx Seasons: 6, 7 and 8
Format: 24x50’ + 24x50’ + 24x50’ (72 eps.) Starring: Xxxxxxx Xxxx
2. TERRITORY:
Slovakia
3. LICENSED RIGHTS:
Subject to full payment to Licensor of the License Fee as provided herein, Licensor grants Licensee the following rights in the Licensed Language Version below:
- Exclusive Terrestrial Free TV Rights (with simultaneous re-transmission via Basic Cable and Satellite* on the Territory only);
- Non-exclusive: Catch Up TV (internet streaming rights as a free of charge service in the Licensed Language and into the Licensed Territory (geo blocked) for a period of 14 (fourteen) days from each run permitted, and solely on the website of the authorized channels xxx.xxxx.xx) and Simultaneous streaming rights.
*Satellite TV exploitation is permitted only in the Slovakian dubbed Version.
All rights not hereby expressed licensed to Licensee shall remain the exclusive property of Licensor.
4. LICENSED LANGUAGE VERSION:
Slovakian dubbed and/or subtitled and/or voiced-over at Licensee’s sole cost.
Licensor and/or its assignees or designees at any time during the License Period have access to the dubbed/subtitled/voiced-over versions created by or for Licensee at the 50% of the productions’ costs.
The Picture(s) has been licensed to Licensee solely for the above Licensed Language Version. Exploitation of all other language versions in the Territory is reserved by Licensor.
5. RUNS:
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3 (three) with 1 (one) repeat within 48 (forty-eight) hours.
6. LICENSE PERIOD:
The License Period shall commence on September 1, 2022 and shall expire 3 (three) years thereafter, on August 31, 2025 or upon broadcast of the 3rd run, whichever occurs first.
7. LICENSE FEE (Flat Fee):
As consideration of the rights granted herein, Licensee shall pay to Licensor a flat fee of € 900 (Nine Hundred Euros) per episode, for a total license fee of € 64.800 (Sixty-four Thousand Eight Hundred Euros ) net of any taxes whatsoever.
8. PAYMENT SCHEDULE:
The License Fee shall be payable as follows:
-20% upon signature of the present Agreement in amount EUR 12.960,- and no later than October 30th, 2021
-80% upon technical acceptance of the Master Materials in amount EUR 51.840,- and no later than March 31st, 2022
Licensee shall request the Master Materials no later than March 1, 2022.
9. ACCOUNTING STATEMENTS N/A
10. PAYMENT INSTRUCTIONS:
All payments due hereunder shall be remitted to the following bank account: Bank's name: XXXXXX
Beneficiary's name: XXXXXX SWIFT CODE: XXXXXX IBAN XXXXXX
11. DELIVERY DATE AND MATERIALS:
Subject to Licensee’s payment of the first installment of the License Fee, Licensor shall deliver to Licensee the following materials relating to the Pictures:
a) High quality pictures (if available); free of charge;
b) Music cue sheet (if available); free of charge;
c) List of beginning and end credits; free of charge
d) Licensor's logo;
e) Original dialogue list, free of charge; (“Initial Materials”)
and the Master Materials:
f) Files either via ftp or hard drive (supplied by Licensee) as specified below: FILE HD 16:9
XDCAM HD 422 (.mxf container) Aspect Ratio: 16x9 (1.78 Full Frame) Frame rate: 25 fps
Audio parameters: 48 kHz, 24 bit, stereo 4 audio channels layout:
ch1 + ch2: ITA Stereo Mix
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ch3 + ch4: Stereo M&E Audio Level Ref: -18dBFS; Loudness: -23 dBFS
TC Start 10.00.00.0
Licensee is aware that Licensor will not be able to upload the Master Materials on Licensee’s FTP, during the month of August.
Upon expiration of the License Period, Licensee shall, at Licensor’s request, destroy all materials of the Pictures delivered to Licensee and/or created by Licensee pursuant to this Standard License Agreement and forward to Licensor a certificate of destruction.
12. COST OF DELIVERY MATERIALS:
All costs for delivery (to and fro) of the materials listed above shall be borne by Licensee.
13. ADDRESS FOR DELIVERY OF MATERIALS:
N/A
14. HOLDBACKS:
N/A
15. ADDITIONAL TERMS AND CONDITIONS:
IN THE EVENT SATELLITE FREE TV AND/OR SATELLITE PAY TV RIGHTS HAVE BEEN ASSIGNED:
Licensee shall have the right to exploit the Satellite Free TV and/or Satellite Pay TV provided that Licensee shall not cause the Picture(s) to be transmitted outside the Territory.
NO RIGHT TO ASSIGN:
Licensee shall have no right to assign any of the Licensed Rights, Standard License Agreement, and he Picture(s) without the prior written approval of Licensor. Any assignment of the same shall be null and void unless Licensee has first obtained the prior written approval of the Licensor.
AUTHORIZED CHANNELS AND AUTHORIZED SLOTS:
Licensor grants to Licensee the rights to broadcast the Pictures on the channels all channels, Jednotka – priority channel for the premiere broadcasting, Dvojka & Trojka – possible second and third runs.; in mornings and afternoon slots only.
Licensor hereby licenses to the Licensee the Picture(s) in the Territory for the Licensed Rights for the License Period on the terms and conditions provided in the Standard License Agreement (Special Terms and Conditions) and the General Terms and Conditions attached hereto and made an essential part hereof. In the event of any conflict between the terms and conditions of the Standard License Agreement (Special Terms and Conditions) and the attached General Terms and Conditions, the Standard License Agreement (Special Terms and Conditions) shall prevail.
Standard License Agreement (Special Terms and Conditions) and the attached General Terms and Conditions shall constitute a binding agreement only when executed by an authorized officer of Licensor. Until its execution by an authorized officer of Licensor, this Standard License Agreement shall only constitute a proposal and, therefore, shall not be binding on Licensor.
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
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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.
As witness the hands of the duly authorized representatives of the parties hereto on the day and year first written above.
Signature of Licensor Signature of Licensee
By: By:
Authorized Officer Authorized Officer
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the parties hereto certify their full understanding and express approval of the following clauses: 2 (Payments), 6 (Delivery), 18 (Warranties), 19 (Default), 20 (Withdrawal), 21 (No Right to Assign), 28 (Modification), 29 (Applicable Law) of the GENERAL TERMS AND CONDITIONS attached hereto.
Signature of Licensor Signature of Licensee
By: By:
Authorized Officer Authorized Officer
1. DEFINITIONS
STANDARD LICENSE AGREEMENT (GENERAL TERMS AND CONDITIONS) CONTRACT NO. 03/2022
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AIRLINE RIGHTS means exploitation of the Picture only for direct exhibition on airplanes that are operated by an airline flying the flag of any country in the Territory for which Airline Rights are granted, but excluding airlines that are licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the Territory.
ANCILLARY RIGHTS means Airline, Ship and Hotel Rights exploitation of the Picture.
CABLE FREE TELEVISION means the originating transmission by coaxial or fiber-optic cable of the Picture for reception (using digital and/or analog methods) on television receivers in private living quarters without a charge to the viewer for the privilege of viewing the Picture, provided that for this purpose neither government television receiver assessments or taxes nor regular periodic service charges (but not a charge for Pay-Per- View or Pay Television) paid by a subscriber to a cable television system will be deemed a charge to the viewer.
CABLE PAY TELEVISION means the originating transmission of the Picture by means of an encoded signal over coaxial or fiber-optic cable for reception (using digital and/or analog methods) on television receivers where a charge is made: (i) to viewers in private living quarters for use of a decoding device to view a channel that broadcasts the Picture along with other Pictures; or (ii) to the operator of a hotel or similar temporary living quarters at a distant location from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Picture and other pictures and retransmit them throughout the temporary living quarter for viewing in private rooms.
CATCH UP TV Rights means the non-exclusive right for the period of days specified in the Special Terms and Conditions from the first transmission on a free television service of each episode of the Picture(s) and such further authorized transmissions as provided in the Special Terms and Conditions (“the Catch Up Period”) to make that episode available to the public by electronic transmission enabling subscribers to view by means of delivering a copy which can only be accessed and viewed by subscribers during the Catch up Period provided always that no permanent copy or reproduction of that episode (or any part of it) shall be made. The transmissions of the Picture(s) during the Catch Up Period shall not be deemed separate runs.
DEMAND VIEW RIGHTS means Video-on-Demand and Near-Video-on-Demand Rights.
DMB RIGHTS (Digital Mobile Broadcast) means the application of Digital Audio Broadcast standards to handheld devices to broadcast an audiovisual program (including the Picture).
DOWNLOAD TO OWN means to make available the Picture on the Internet in a manner that allows its transmission to a computer for making another exact digital copy of the motion picture copy and retaining such copy for use for more than a transient period of time after completion of the initial continuous period of transmission.
DOWNLOAD TO RENT means to make available the Picture on the Internet in a manner that allows its transmission to a computer for viewing the motion picture copy for a transient period of time.
DVB-H (Digital Video Broadcast - Handheld) means the application of Digital Video Broadcasting standards to Handheld Devices to broadcast an audiovisual program (including the Picture).
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FREE TELEVISION means only Terrestrial Free Television, Cable Free Television and Satellite Free Television exploitation of the Picture. Free Television does not include any other form of television exploitation.
GROSS RECEIPTS means all monies actually received by Licensee or a sub-distributor (if specifically permitted hereunder) from exploitation of the Picture in the Territory without any deduction made therefrom.
HANDHELD DEVICE means a mobile electronic device a substantial purpose of which is facilitating telephonic or text communication, digital photography or data storage and which customarily fits in a human hand, and which incorporates functionality that allows viewing of a Motion Picture copy. Handheld device includes mobile phones, personal digital assistants and other similar devices, but does not include a personal computer.
HOME VIDEO means Home Video Rental and Home Video Sell-Through exploitation of the Picture.
HOME VIDEO RENTAL means exploitation of the Picture embodied in a Videogram that is rented to the viewer only for non-public viewing of the embodied Picture in a linear form, on a TV screen within private living quarters where no admission fee is charged for such viewing.
HOME VIDEO SELL-THROUGH means exploitation of the Picture embodied in a Videogram that is sold to the viewer only for non-public viewing of the embodied Picture in a linear form, on a TV screen within a private living quarters where no admission fee is charged for such viewing. Home Video Sell-Through includes Mail Order.
HOTEL RIGHTS means the exploitation of the Picture only for direct exhibition in temporary or permanent living quarters, 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 quarters.
INTERNET means the interconnected facilities of a publicly available packet-switching communications system that allows the user of a computer device to engage in two-way transmission over the system through which the user obtains access to the Picture stored in digital form at a distant location from the place where the user’s computer device is located.
IP TV means the simultaneous broadcast of the Picture Copy using Internet protocols to the viewers’ TV screen, only by TV streaming for non-public viewing of the Picture in a linear form within private living quarters where a charge is made to viewers for the right to view the channel and the broadcast at a time designated by the broadcaster.
ISAN means the International Standard Audiovisual Number indicated in the Special Terms and Conditions for the Pictures(s), which is a numbering system that enables the unique and continuous identification of the Picture(s).
KIOSK RIGHTS means the right to commercialize the Videograms of the Picture(s) together with a book, newspaper, pamphlet and/or magazine at a location with sells newspapers/magazines.
MAIL ORDER means Home Vide Sell-Through exploitation in which the sale occurs by placing an order for and receiving delivery of the Videogram thourgh use of the postal service or other shipping service and not at a retail establishement. Ordering a Videogram over the telephone or through the Internet is not deemed a Mail Order.
MOBILE TV means the broadcasting of the Picture on Dvb-H and/or DMB devices such as video-enabled iPods, portable media devices, cell phones, video-enabled MP3 players, game players and other mobile video devices.
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NEAR-VIDEO-ON-DEMAND means exploitation of the Picture by means of an encoded signal for television reception (either by Internet, Cable and/or Satellite) in homes and similar permanent living quarters where a charge is made to the viewer for the right to use a decoding device to view the Picture at one of the multiple regularly scheduled transmissions in a short time period designated by the viewer.
NON-RESIDENTIAL PAY-PER-VIEW means the broadcast of the Picture by means of an encoded signal for reception on television receivers in hotels or similar temporary living quarters where a charge is made to the viewer for the right to use a decoding device to view the broadcast of the Picture at a time designated by the broadcaster for each viewing.
NON-THEATRICAL means exploitation of the Picture only for direct exhibition before an audience by and at the facilities of organisations not primarily engaged in the business of exhibiting motion pictures, such as educational organisations, churches, libraries, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as embassies, military bases, military vessels and other governmental facilities flying the flag of the Territory.
PAY-PER-VIEW means Non-Residential Pay-Per-View and Residential Pay-Per-View exploitation of the Picture.
PAY TELEVISION means Terrestrial Pay Television, Cable Pay Television and Satellite Pay Television exploitation of a Picture. Pay Television does not include any other form of television exploitation.
PUBLIC VIDEO means exploitation of the Picture embodied in a Videogram only for direct exhibition before an audience in a “mini-theatre,” an “MTV theatre” or like establishment that charges an admission to use the viewing facility or to view the Videogram and is not licensed as a traditional motion picture theatre in the place where the viewing occurs.
RESIDENTIAL PAY-PER-VIEW means the broadcast of the Picture by means of an encoded signal for reception on television receivers in homes or similar permanent living quarters where a charge is made to the viewer for the right to use a decoding device to view the broadcast of the Picture at a time designated by the broadcaster for each viewing.
FREE TELEVISION RUN means one telecast of the Picture on Free Television.
PAY TELEVISION RUN means one telecast of the Picture during a 24 hour period over the non-overlapping telecast facilities of an authorised telecaster so that the Picture is only capable of television reception within the Territory once during such period.
SATELLITE FREE TELEVISION means the up-link broadcast to a satellite and its down-link broadcast to terrestrial satellite reception dishes of the Picture for viewing (using digital and/or analog methods) on television receivers in private living quarters located in the immediate vicinity of their reception dishes without a charge to the viewer for the privilege of viewing the Picture, provided that for this purpose government satellite dish or television receiver assessments or taxes (but not a charge for Pay-Per-View or Pay Television) will not be deemed a charge to the viewer.
SATELLITE PAY TELEVISION means the up-link broadcast of an encoded signal to a satellite and its down- link broadcast to terrestrial satellite reception dishes of the Picture for viewing (using digital and/or analog methods) on television receivers located in the immediate vicinity of their reception dishes where a charge is made: (i) to viewers in private living quarters for use of a decoding device to view a channel that broadcasts the Picture along with other pictures; or (ii) to the operator of a hotel or similar temporary living quarters at a distant location from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Picture and other pictures and retransmits themt throughout the temporary living quarters for viewing in private rooms.
SHIP RIGHTS means exploitation of the Picture right for direct exhibition on sea or ocean going vessels that are operated by a shipping line flying the flag of any country in the Territory for which Ship Rights exploitation
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is granted, but excluding shipping lines that are licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the Territory.
SIMULCAST means the simultaneous transmission of the Picture in both analogue and digital version using two different channels or frequencies.
SVOD means the encrypted digital delivery of the Program on an demand basis, where:(i) the commencement time for the transmission of the Program is at the subscriber’s sole discretion, and is not predetermined or scheduled by the program service; (ii) the transmission of the Program originates from a source outside of the subscriber’s residence; (iii) the transmission of the Program is commercial-free, linear and uninterrupted;
(iv) the subscriber may view the Program an unlimited number of times during the period of time for which the subscriber has paid the subscription fee for access to the program service; and (v) the subscriber is assessed a periodic fixed subscription fee.
TELEVISION GROSS RECEIPTS shall means all monies actually received by Licensee or a sub-distributor (if specifically permitted hereunder) from television exploitation of the Picture in the Territory without deduction of any kind.
TERRESTRIAL FREE TELEVISION means over-the-air broadcast by Hertzian waves (using digital and/or analog methods) of the Picture for reception on television receivers in private living quarters without a charge to the viewer for the privilege of viewing the Picture, provided government television receiver assessments or taxes (but not a charge for Pay-Per-View or Pay Television) will not be deemed a charge to the viewer.
TERRESTRIAL PAY TELEVISION means over-the-air broadcast of the Picture by means of encoded Hertzian waves (using digital and/or analog methods) for reception on television receivers where a charge is made: (i) to viewers in private living quarters for use of a decoding device to view a channel that broadcasts the Picture along with other Pictureming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Picture and other pictures and retransmit them throughout the temporary living quarters for viewing in private rooms.
THEATRICAL means exploitation of the Picture only for direct exhibition in conventional or drive-in theaters, that are open to the general public on a regularly scheduled basis and that charge an admission fee to view the Picture.
THEATRICAL GROSS RECEIPTS means all monies actually received by Distributor or a sub-distributor (if permitted hereunder) from theatrical exploitation of the Picture in the Territory.
TELEVISION RIGHTS means Free Television and Pay Television Rights.
VIDEOGRAMS means any type electronic device such as a DVD used to store images and sounds.
VIDEOGRAMS GROSS RECEIPTS shall means all monies actually received by Licensee or a sub-distributor (if permitted hereunder) from video/DVD exploitation of the Picture(s) in the Territory without deduction of any kind.
VIDEO-ON-DEMAND means the exploitation of a Picture copy rented or sold to the viewer via Internet, cable and/or satellite by means of an encoded signal at a time designated by the viewer for reception on television receivers in homes or similar permanent living places where a charge is made to the viewer for each transmission of the Picture.
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WEB TV means the broadcasting of the Picture on the Internet not operated by a professional carrier.
2. PAYMENTS
Licensee acknowledges and confirms that timely payment(s) in accordance with the Payment Schedule in Article 8 of the Special Terms and Conditions shall be of the essence of this Agreement and a condition precedent for the grant of rights herein. In the event of any late payment, and notwithstanding any rights and remedies available to Licensor at law and in equity, Licensee shall pay to Licensor interest thereon in the sum of 5% per annum until paid. Licensee shall pay to Licensor any and all costs, including reasonable attorneys’ fees, incurred by Licensor in collecting any sums due hereunder.
3. TAXES
Licensee shall pay and bear all taxes, duties or levies imposed by or pursuant to any statute or law of the Territory because of the licensing, manufacturing, exploitation, selling, renting, possession or use of all or any part of the Pictures(s) and there shall be no deductions, reductions, withholdings or offsets of any kind or nature from any sums due hereunder, including bank charges, withholding taxes, conversion taxes, remittance taxes, counterclaims, custom duties or similar charges imposed by any governmental body upon the licensing, delivery, exploitation or use of the Picture or return of materials.
4. CENSORSHIP
If the board of film censors in the Territory should not consent exhibition of the Picture in the Territory, then Licensee shall do its best endeavours to obtain a favourable ruling by the board of film censors in the Territory. If a favourable ruling should not be reached within 3 (three) months after delivery of the Technical Material, then Licensee shall provide Licensor with all documents in the English language (or translated into the English language), giving evidence of the impossibility to show the Picture in the Territory due to censorship. In this event, Licensee shall be entitled only to reimbursement of the allocated portion of MG for theatrical rights and shall not claim any damage. If Licensee should notify Licensor of an unfavourable ruling by the board of film censors in the Territory later than 3 (three) months after delivery of the Technical Material, then Licensor shall request Licensee to file a suit for appeal to the unfavourable ruling, and Licensee shall be bound thereby, without prejudice for Licensor’s right to damages if Licensee should delay said appeal. If no appeal should be possible according to the laws and regulations in the Territory or, if the unfavourable ruling should be confirmed on appeal and Licensor shall reimburse the allocated portion of the MG for theatrical rights to Licensee, with no other damages being payable to or claimable by Licensee whatsoever which waives any right to seek damages.
5. SUBLICENSE AGREEMENTS
Should Licensee be entitled to enter into sublicense agreements for the rights granted herein, said sublicense agreements shall not authorise the exploitation of the rights to the Picture for a longer period of time than the License Period as set forth under Article 6 of the Special Terms and Conditions hereto.
6. DELIVERY
a. Unless otherwise provided in the Special Terms and Conditions, Licensor shall deliver the Materials to Licensee prior to the start of the License Period at Licensee’s sole expense (including delivery, import duties, insurance fees, custom charges, etc.).
b. Licensee shall examine the Technical Material immediately upon receipt and shall promptly notify Licensor in writing within 20 days of any technical defect which renders them unsuitable for exploitation in accordance with the Special Terms and Conditions and shall send said defective material to Licensor if requested by
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Licensor. After expiration of such time period all materials shall be deemed accepted by Licensee. In the event of timely communication of any alleged defect, and if said defect in the material exists, Licensor shall have the option to either (i) substitute the defective material within 30 days of said notice (and receipt of the defective material if requested by Licensor); or (ii) if Licensor can not substitute the defective material within the time period, Licensor shall return the License Fee (or any portion thereof) paid to Licensor for that particular Picture to Licensee; and with respect to the Picture in question, the parties shall have no further obligations or responsibilities to each other under the Standard License Agreement nor shall Licensee be entitled to seek any damages or remedies at law or in equity against Licensor.
c. Title to all materials delivered or made available to Licensee shall be and remain solely vested in Licensor subject to the right of Licensee to make reasonable use thereof in accordance with the Standard License Agreement. Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach to all or any of the delivered materials or materials made available to Licensor. In the event Licensee is authorized to prepare the dubbed Licensed Language Version of the Picture(s), which shall be a true and faithful dubbing of the Picture(s), ownership to such dubbed version(s) shall vest solely in Licensor. Licensee shall notify Licensor in writing of the laboratory where such dubbed version is deposited in the name of Licensor, with free access thereto by Licensee during the License Period. Licensee shall promptly deliver to Licensor a laboratory access letter (in form reasonably acceptable to Licensor).
d. Licensee shall be responsible for the loss, theft or destruction of any materials delivered or made available to Licensee. In this regard, Licensee shall employ reasonable security measures to prevent the loss, theft, destruction, pirating, copying or unauthorized duplication of any materials in its possession or under its control. Licensee shall immediately notify Licensor of any knowledge or suspicion of any unauthorized exploitation of the Picture in the Territory during the License Period and shall assist Licensor to stop such unauthorized use of the Picture(s). Materials which shall be returned to Licensor shall be in substantially the same condition as when delivered to or made available to Licensee, subject to reasonable wear and tear. Licensee shall be responsible for the cost of making new materials for replacement of any Technical Material damaged or lost by Licensee.
e. Upon the expiration or earlier termination (hereinafter collectively, “Termination”) of the Standard License Agreement, Licensee shall supply to Licensor the particulars of all unsold Videograms (videocassettes/DVD, etc.) of the Picture(s) and render a final accounting statement of all sales and rentals of the Picture in the Territory during the License Period. At the Termination of the License Period, Licensee shall immediately destroy all materials including masters, Videograms and/or copies of the Picture(s) and forward to Licensor a certificate of destruction. Provided that (i) a sell-off period is provided by the Special Terms and Conditions hereof; and (ii) Licensee is not in default of this Agreement, Licensee shall have six months after the License Period in which to dispose of any stock on hand at the time of Termination (“Sell Off Period”) and after said six months shall communicate to Licensor any unsold stock still remaining and shall deliver a final accounting statement accompanied by any sums shown due to Licensor. Licensor shall have the right to either buy back such stock at manufacturing cost or to instruct Licensee to destroy all unsold stock and forward a certificate of destruction to Licensor immediately thereafter. Licensee agrees not to manufacture or permit the manufacture of a greater number of Videograms during the last six months of the License Period than were manufactured during the immediately preceding six month period.
f. Upon the expiration or earlier Termination of the Standard License Agreement, the Licensed Rights shall revert back to Licensor and Licensee shall have no further right to exploit the Licensed Rights in the Territory subject to the Sell-Off Period provided above in Article 6 (e) provided that Licensee is not in breach of this Standard License Agreement.
7. LIMITATION ON TELECASTS/RUNS
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In the event the Picture(s) has been licensed for a limited number of television telecasts/runs during the License Period, after television transmission of the total licensed number of telecasts/runs, the Standard License Agreement shall automatically terminate even though the License Period may not have yet expired. The Standard License Agreement shall automatically terminate at the expiration of the License Period even if all licensed number of telecasts/runs have not been transmitted.
8. USAGE REPORTS
If the Picture(s) has been licensed for a limited number of telecasts/runs, Licensee shall provide Licensor on a semester basis (within fifteen days after the end of each semester) with a written usage report listing the Picture(s) and the date of telecast(s) during the applicable semester.
9. LIMITATIONS ON DISTRIBUTION OF VIDEOGRAMS AND SATELLITE BROADCASTS
To help guard against shipments of Videograms from one of the parties’ territory into the other party’s territory, each party hereby undertakes to authorize the manufacture and distribution of Videograms only in the television formats and authorized languages of the Territory. Each party will to the extent legally permissible, contractually prohibit shipments of Videograms into the other party’s territory, and each party will cooperate with the other in taking reasonable actions to prevent parallel imports.
In the event satellite rights have been licensed for the Picture(s), Licensee shall only have the right to broadcast the Picture(s) by satellite in the Licensed Language Version without subtitles or voice-overs in any other languages. In the event that (i) satellite broadcasts of the Picture(s) intended for reception in the Territory may also be received outside the License Territory; or (ii) satellite broadcasts outside the Territory, in languages other than the Licensed Language Version, which are intended for reception outside the Territory, may also be received within the Territory (so-called spill over); the parties agree that, subject to the above-indicated conditions, neither the contractual obligations of Licensor nor those of Licensee shall be deemed violated. Licensor shall have the right to license satellite broadcasts outside the Territory, in languages other than the Licensed Language Version and without subtitles or voice-overs, which are intended for reception inside the Territory.
10. ROYALTIES
In the event a royalty split between Licensor and Licensee is provided by the Special Terms and Conditions), Licensee shall have the right to retain from Gross Receipts the percentage of royalties allocated to it pursuant to the Special Terms and Conditions and shall remit to Licensor the percentage of royalties due and payable to Licensor in accordance with the Special Terms and Conditions, this obligation being of the essence of this Agreement.
11. ALLOWABLE DISTRIBUTION EXPENSES
Licensee shall advance the following “Allowable Distribution Expenses” for theatrical exploitation only (in the event such right is assigned in the Special Terms and Conditions:
(a) Cost of Prints (limited to the number of Prints specified in the Special Terms and Conditions) and other processing costs mutually agreed by Licensor and Licensee in writing.
(b) Where applicable, packaging, carriage, transport insurance, customs duties and rating certification costs, and import taxes, if any.
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(c) Reasonable advertising expenses allowed by Licensor, for an amount within the limits specified in the Special Terms and Conditions Advertising expenses exceeding this allowance must be approved by Licensor in writing.
(d) All expenses, duties and taxes whatsoever directly related to the exhibition of the Picture.
Upon request, Licensor shall provide Licensee with documents giving evidence of the Allowable Distribution Expenses. If Licensee should fail to provide said documents, said expenses shall not be recoupable by Licensee. The Allowable Distribution Expenses are at Licensee’s risk and Licensor shall not be liable for any failure by Licensee to partially or totally recoup the same. Any expenses relating to the Home Video and Television exploitation of the Picture are not recoupable by Licensee and shall be at Licensee’s sole cost.
12. ACCOUNTING
Licensee shall provide Licensor with accounting statements on a quarterly basis for the first three years of the License Period and biannually thereafter for the remaining License Period. Within thirty days of the relevant accounting period Licensee shall furnish in the English language accounting statements with the information provided below and pay concurrently with the accounting statement(s) any portion of Gross Receipts due to Licensor (Licensor's Share) as indicated in the accounting statements:
(a) A summarized statement of the agreements signed, indicating the minimum guarantee/ fee divided by territory and right.
(b) A detailed statement of the amounts collected, indicating the venue, total receipts, distributor’s net receipts.
(c) A detailed statement of the amounts recovered as a result of the infringement of the Rights by third parties.
(d) A detailed statement of the amounts collected as a result of any dealing in trailers, posters, copies, stills, excerpts, advertising accessories or other materials made in connection with or supporting the exercise of the Rights.
(e) A statement of all Allowable Distribution Expenses which are recoupable against the amounts deriving from statements indicated sub (a), (b), (c) and (d) above (“Theatrical Gross Receipts”) before the allocation of the Licensor’s Share.
If Television/VOD/IPTV/Web TV/Mobile TV Rights are included in the Licensed Rights according to the Special Terms and Conditions, Licensee shall also provide to Licensor a separate statement indicating: (i) all agreements signed, including the relevant outright fee or MG (“Gross Receipts”), the license period and the name of the licensee; (ii) all Allowable Distribution Expenses; and (iii) Licensor’s Share. Such information shall be provided in reasonable detail on a current and cumulative basis.
If Videogram Rights are included in the Special Terms and Conditions, Licensee shall include in the accounting statements the following information regarding exploitation: (i) all VHS cassettes/DVD (“Videograms”) sold, rented and returned with respect to the Picture; (ii) the wholesale and retail selling prices of all Videograms (“Video Gross Receipts”); (iii) all Allowable Distribution Expenses, and (iv) Licensor’s Share. Such information shall be provided in reasonable detail on a current and cumulative basis.
Licensee shall maintain, in accordance with generally accepted accounting principles, full and accurate books of account and records of its receipts from the sale and rental of the Picture(s) in the Territory during the License Period and until 3 (three) years thereafter. Licensor or its representatives may examine such books and records and take copies and extracts therefrom during normal business hours upon reasonable prior
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notice at Licensor’s sole cost. Licensee will, without prejudice to any other rights or remedies available to Licensor, pay to Licensor the amount of any understatement revealed, together with interest thereon at the rate of 0.6% per month, and in the event such examination reveals that any accounting statement has understated the sum due to Licensor by 5% or more of the amount shown on such accounting statement, Licensee shall reimburse to Licensor the cost of such examination and audit including, but not limited to, the fees of any accountant(s) or auditor(s) retained by Licensor in connection therewith.
If the laws and regulations in force in Licensee’s country should not allow the free transfer of any amounts due to Licensor, then Licensee shall immediately make all the necessary representations for the purpose of obtaining a transfer permit. At Licensor’s request and until the issue of said permit, all amounts due to Licensor must be paid into a bank account indicated by Licensor.
Unless expressly provided otherwise herein, all amounts payable by Licensee are net of Value Added Tax (VAT) and any other tax which may be due pursuant to the legislation in force in Licensee’s country and/or Licensor’s country, including but not limited to all taxes governing the transfer and acquisition of rights (whether cinematic, television, video or other types of audiovisual exploitation rights). If Licensee should fail to pay the amounts due by the agreed deadlines, then Licensee shall pay Licensor interest on arrears in the amount corresponding to the international bank rate on the agreed currency, without prejudice to Licensor’s right to indemnification for greater damages.
13. CUTTING/EDITING/COMMERCIALS
Licensee shall not, nor shall Licensee authorize or permit another to cut, edit, delete, add to or alter in any way the Picture(s) as delivered to Licensee, including any credits, logos or copyright/trademark legends as provided on the Picture(s). Licensee shall not (i) change the title of the Picture(s) unless it has obtained the prior written consent of Licensor; (ii) change or delete the music accompanying the Picture(s); (iii) incorporate the Videograms of the Picture(s) with any other film, Picture or other audiovisual materials from any other source; and (iv) incorporate into any Videograms of the Picture(s) or Licensee’s support material for the Picture(s) any advertisements, commercials or publicity materials of whatsoever nature.
In the event Kiosk Rights have been licensed to Licensee hereunder, Licensee is entitled to package together any Videograms of the Picture(s) with any other product or printed material (e.g. magazines, newspapers, etc.) [hereinafter, the “Product(s)], subject to the prior written approval of Licensor on the Product(s) sold together with the Videograms of the Picture(s).
With reference to Television Rights, Licensee shall have the right to incorporate commercial interruptions during transmissions of the Picture(s) and, after consultation with Licensor, may delete solely for said interruptions, for time segment requirements of television stations and/or for changes necessary to secure the approval of the duly authorized censorship authorities in the Territory in order to broadcast on television.
14. CREDIT OBLIGATIONS
Licensee shall have the right to a credit as distributor of the Picture(s) in the Territory using its name, trademark or logo on the Picture(s) and video packaging of the Picture. Licensee shall respect all credits as contained in the Picture(s) and on the packaging and paid advertising for the Picture(s) in accordance with Licensor's timely written instructions. Licensee shall comply with all credit and paid ads obligations in accordance with Licensor's timely written instructions. Any omission of credit by Licensee shall be remedied as soon as communicated in writing to Licensee at Licensee’s own expense (unless such omission is the fault of Licensor).
15. ADVERTISING
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Licensee shall have the right to use the names, biographies and likenesses of artists in the Picture(s) as supplied by Licensor for advertising and promotional purposes subject to any contractual obligations of Licensor with such artists timely communicated in writing to Licensee; provided that the same may not be used for the endorsement of any product, article or service. No commercials, endorsements, sponsors or advertisements broadcast in connection with the Picture(s) shall in any way be directly or indirectly understood to be an endorsement of any product, article or service by Licensor or any person or company appearing in or associated with the Picture(s).
16. MUSIC
Licensor warrants and represents that the performing rights in all musical compositions contained in the Picture(s) are (i) controlled by a performing rights society (SIAE, ASCAP, etc.); (ii) in the public domain; or
(iii) controlled to the extent necessary to exploit the Licensed Rights. Licensee shall be responsible for paying any music performing rights royalties for exploitation of the Licensed Rights in the Territory (as well as any mechanical rights royalties, if due). Licensee shall timely deposit the music cue sheets to the Picture(s) as delivered to Licensee to the relevant authority without making any changes to them.
17. COPYRIGHT
Licensor shall at all times be the sole exclusive owner of the copyright in and to each Picture throughout the universe. Licensee shall ensure that each Videogram of the Picture(s) manufactured pursuant hereto shall carry in vision thereon, on the packaging and on all support material the copyright notice as communicated in writing by Licensor and shall do whatever necessary in the Territory to preserve all of Licensor’s rights in and to the Picture(s).
18. WARRANTIES
a. Licensor warrants and represents that it (i) has the power and authority to enter into and perform this Standard License Agreement; (ii) owns or controls exclusively all rights herein granted in the Picture(s) to Licensee; and (iii) to the best of its knowledge and belief no Picture as delivered violates or infringes upon the copyright or common law rights or the literary, dramatic motion picture or other rights of any person or entity or constitutes a libel or defamation of, or invasion of, the rights of privacy or publicity or infringes upon the copyright, trademark, trade name or patent of any person or entity.b. Licensee warrants and represents that it (i) has the power and authority to enter into and perform the Standard License Agreement; (ii) shall exploit the Picture(s) only by the Licensed Rights assigned herein within the License Period and the Territory;
(iii) shall exploit the Licensed Rights in the fairest possible manner using good business judgement; (iv) shall not discriminate against the Picture(s) in any way; (v) shall manufacture videocassettes of the Picture(s) in observance with current technical standards in the Territory; and (vi) shall advertise and publicize the Picture(s) throughout the Territory during the License Period in accordance with local standards. Licensee shall send to Licensor two copies of the packaging and Videograms of the Picture(s) immediately upon completion thereof.(vii) shall not and shall not authorize the transmission of the Picture(s) beyond the Licensed Period, for more than the licensed number of telecasts/runs or outside of the Territory; (viii) shall transmit the Pictures(s) in their entirety as delivered by Licensor and shall not modify, edit, rearrange or add to the Picture(s) and shall not change or delete the title, music, credits, copyright/trademark legend or ISAN number as provided in the Picture(s); and (ix) shall comply with the domestic legislation regarding the relevant means of exploitation.
19. DEFAULT
Licensor shall have the right to immediately terminate the Standard License Agreement without prejudice to any other rights which Licensor may have at law or in equity if (i) Licensee commits a breach of this Agreement
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and such breach is not remedied within seven days of receipt of written notice from Licensor; (ii) Licensee does not respect the payment terms provided in Article 8 of the Special Terms and Conditions and such breach is not remedied within 7 days of receipt of written notice from Licensor; (iii) Licensee is unable to pay its debts as and when they fall due or suffers the making of any administrative order or the appointment of any manager over its assets by court order; (iv) an order shall be made for winding up or bankruptcy of Licensee, or it shall enter into any composition or arrangement with its creditors; or (v) it ceases to carry on business (collectively, “Default”). Upon the occurrence of any Default, Licensor may, in addition to any other rights it may have at law and in equity, demand all amounts of monies payable to Licensor hereunder which shall immediately become due and payable to Licensor. Licensor will communicate in writing to Licensee its intention to exercise such right of termination.
20. WITHDRAWAL
Licensor reserves the right to withdraw any Picture at any time from the Standard License Agreement, in the event Licensor deems such withdrawal necessary or advisable, effective as of Licensee’s receipt of such notice from Licensor. If Licensor withdraws any Picture, the parties may agree on a substitute Picture to be delivered subject to the terms of this Standard License Agreement. If Licensee does not accept a substitute Picture, Licensor shall return the License Fee/MG (or any portion thereof) already paid to Licensor for the withdrawn Picture (appropriately reduced for any exploitation thereof already made by Licensee). The parties shall have no further obligations or responsibilities to each other under the Standard License Agreement for the withdrawn Picture nor shall Licensee be entitled to seek any damages or remedies at law and in equity against Licensor. Any materials delivered or made available to Licensee for the withdrawn Picture shall be promptly returned to Licensor at its sole expense. At Licensor’s election, any withdrawn Picture may be reinstated under the Standard License Agreement at any time during the License Period.
21. NO RIGHT TO ASSIGNLicensee shall have no right to assign the Standard License Agreement, the Picture(s), any part thereof or any Rights granted hereunder without the prior written approval of Licensor. Licensor shall have the right to assign the Standard License Agreement or any part thereof to a third party.
22. FORCE MAJEURE
Licensor shall not be liable for any failure to deliver any Picture in accordance with the Standard License Agreement for reasons of Force Majeure. "Force Majeure" shall mean any fire, flood, earthquake or public disaster; strike, labour dispute or unrest; unavoidable accident; breakdown of electrical or sound equipment; failure to perform or delay by any laboratory or supplier; embargo, riot, war, insurrection or civil unrest; any Act of God including inclement weather; an act of any legally constituted authority; or any other cause similar or different beyond the reasonable control of Licensor or its production company. If Licensor is unable to deliver the Picture(s) for reasons of Force Majeure, Licensor may agree with Licensee to substitute said Picture. If the Licensee does not want a substitute Picture, Licensor shall return to Licensee the MG/License Fee (or any portion thereof) already paid to Licensor for that particular Picture; and with respect to the Picture in question, the parties shall have no further obligations or responsibilities to each other under the Standard License Agreement nor shall Licensee be entitled to seek any damages or remedies at law or in equity against Licensor.
23. INDEMNITYThe parties hereto agree to indemnify and hold each other (and any officers, directors and employees) harmless against any and all actions liabilities, costs (including reasonable outside attorneys' fees), damages, demands or expenses (collectively, “Actions”) arising out of or in connection with any breach or non observance by the other of any of its warranties, covenants, undertakings or obligations contained in the Standard License Agreement. The party seeking indemnification must promptly notify the indemnifying party of any Actions and shall assist and collaborate with the indemnifying party to defend its rights and title to the Picture(s). The party seeking indemnification shall have the opportunity to participate in any Action at its own cost and expense. The indemnifying party may settle any Actions in its sole discretion.
24. NO PARTNERSHIP
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Nothing in the Standard License Agreement shall constitute a partnership or joint venture or the like between the parties hereto.
25. NOTICES
All notices hereunder shall be given in writing and sent to the address of the party as provided above or thereafter notified in writing to the other party. Notice may be given by courier, personal delivery, email or telefax (however, notice sent by email or telefax must also be sent by registered air mail, return receipt) and shall be deemed received by courier 24 hours after delivery to the courier service and by email and telefax (with such notice also sent by registered air mail, return receipt) immediately upon written confirmation of transmission. If notice is received on a Saturday, Sunday or public holiday such notice shall be deemed received on the first business day to follow.
26. NO WAIVER
No waiver by either party of any breach or default by the other party shall be deemed to constitute a waiver or consent to any subsequent or continuing breach or default by the other party of any obligations hereunder.
27. INVALIDITY
If any part of the Standard License Agreement becomes invalid, the unaffected provisions thereof shall remain valid. The invalid provision(s) shall be replaced by such provision(s) which is/are suitable to obtaining the intended aim of the Standard License Agreement.
28. MODIFICATION
The Standard License Agreement sets out the entire understanding between the parties with respect to the subject matter hereof and any amendment or modification thereto must be in writing and signed by both parties. The Standard License Agreement may be signed in one or more counterparts. The titles of the articles of the Standard License Agreement are for convenience only and shall have no validity or effect.
29. APPLICABLE LAW
The Standard License Agreement is subject to the laws of Italy. In the event of any controversy between the parties exclusive jurisdiction shall be in the law courts of Rome, Italy, to which the parties agree to submit. The parties also waive any claim or defense of inconvenient forum.
As witness the hands of the duly authorized representatives of the parties hereto on the day and year first written above.
Signature of Licensor Signature of Licensee
By: By:
Authorized Officer Authorized Officer