EUROSPORT sublicenčná zmluva Športové spravodajstvo (Stručný výpis)
ZM2028267
EUROSPORT sublicenčná zmluva Športové spravodajstvo (Stručný výpis)
Zmluvné strany: Nadobúdateľ licencie | RTVS, Mlynská dolina, 845 45 Bratislava, Slovensko |
Zmluvné strany: Poskytovateľ licencie | EUROSPORT SAS (“Eurosport SAS”) 0 xxx Xxxxxx xx Xxxx Xxxxxxx FR-92798 Issy-les-Moulineaux Cedex 9 France |
Licencia | Právo využívať a verejne šíriť zábery zo športových podujatí na základe podmienok uvedených v tejto zmluve. |
Exkluzivita | Poskytnuté práva sú neexkluzívne. |
Územie | Slovensko |
Licencovaný program | Športové spravodajstvo – cyklistika, tenis, motoršport, FISE (a) do 90 sekúnd záberov denne (b) spolu nie viac ako 52 minút v roku 2022 |
Jazyk | Slovenský jazyk |
Licencované práva | Lineárne a voľne dostupné televízne vysielanie prostredníctvom všetkých distribučných systémov. Nelineárne internetové, mobilné a VOD vysielania. |
Licencovaný vysielateľ | RTVS televízne služby a digitálne služby plne vlastnené a prevádzkované pod značkou spoločnosti. |
Obdobie licencie | 1.1.2022 – 31.12.2022 |
Počet vysielaní | Neobmedzené vysielanie počas licenčného obdobia. |
Cena za licenciu | 30 000,- € Za každú začatú minútu mimo zazmluvneného balíka musí nadobúdateľ zaplatiť poplatok 700€ / min |
Platobné podmienky | Jedna splátka splatná najneskôr 30.6.2022 |
Doručenie materiálu | Nahrávanie priamo z vysielania kanála Eurosport |
Výpis: X. Xxxxxxxxx Xxxxx: 10.12.2021
IDEC: 622230100040000
SUBLICENSING AGREEMENT ZM2028267
This agreement ("Agreement") is entered into between
EUROSPORT SAS, a French "Société par Actions Simplifiée”, located at 0, xxx Xxxxxx xx Xxxx Xxxxxxx XX- 00000 Issy-les-Moulineaux Cedex 9, France, registered in Nanterre, N° B 353 735 657 - VAT FR-17 353 735 657, represented for the purpose of this Agreement by Mr. Xxxxxx XXXXXXXX, its CEO
(“Eurosport SAS”) And
Radio and Television of Slovakia, x Xxxxxx company organised and existing under the laws of Slovakia, having its official address at Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxxxx, with the registered number SK2023169973 herein, represented in this Agreement by Xxxxxxxx Xxxxxx, General Director (name & title) (“SUBLICENSEE"),
Also referred to individually as a "Party" and jointly as the “Parties”,
PREAMBLE
Whereas Eurosport SAS has the rights to various global sporting events during 2022.
Whereas SUBLICENSEE wishes to be granted certain news access rights in relation to global sporting events during 2022.
Whereas Eurosport SAS and SUBLICENSEE have agreed to enter into this Agreement under the following terms and conditions.
Therefore, the Parties have agreed as follows:
Unless otherwise defined all Clause, headings and references shall be used for the purposes of definition and interpretation in this Agreement.
CLAUSE | DETAIL |
1 –News Access Events | The events listed in Exhibit 1 on a News Access basis for 2022 shall be referred to as “News Access Event(s)” |
2 - Rights | Eurosport SAS hereby sublicenses to SUBLICENSEE and SUBLICENSEE accepts the sublicense of the rights to transmit on the Licensed Service, in the Licensed Language in the Territory by the Transmission Means in news access format the News Access Programs of the News Access Events during the License Period subject always to the terms and conditions set out in this Agreement (the “Rights”). |
3 –News Access Programs or Programs | News access shall be defined as the possibility to broadcast up to 1’30 minutes of footage per race, cycling stage or tennis day of competition of the News Access Events as selected by the SUBLICENSEE on a non-exclusive basis (“News Access” or “Programs”) SUBLICENSEE shall have a minimum guarantee of 52 minutes. |
If before the end of the License Period the SUBLICENSEE uses its full allowance of News Access, the Parties agree to discuss in good faith the commercial terms for an extension of the News Access granted to the SUBLICENSEE with each additional minute offered at a cost of seven hundred euros (€700) | |
4 - Licensed Service | RTVS channel and digital services operated and fully owned by SUBLICENSEE, and under SUBLICENSEE’s brand. SUBLICENSEE will encrypt the signal of the Licensed Service and/or use other measures to ensure that the availability of the Programs shall be restricted to the Territory. |
5 - Territory | Slovakia |
6 - Transmission Means | Permitted Transmission Means shall encompass linear and non-linear free and pay television, all technical methods of electronic or optical television signal delivery, in analogue or digital including but not limited to terrestrial, digital terrestrial, cable, satellite, IPTV and simulcast over the internet and mobile. SUBLICENSEE undertakes to implement industry-standard technology to block access to the Programs from outside the Territory by: - ensuring that broadcasts to viewers of the Programs by satellite transmission are encrypted and that no access is granted to any third parties outside the relevant part of the Territory; - ensuring that broadcasts of the Programs by cable transmission and mobile wireless technology are not receivable by third parties outside the Territory; - ensuring that broadcasts of the Programs by internet transmission are geo-blocked to the Territory; - ensuring that broadcasts of the Programs by analogue terrestrial transmission and/or digital terrestrial transmission use only the Channel’s usual analogue and/or digital terrestrial transmission systems and that the broadcasts do not overspill outside the Territory other than as a natural and necessary consequence of using such usual analogue and/or digital terrestrial transmission systems. Reception of the Programs in other territories by reason of natural overspill, or due to requirements imposed by applicable law shall not be considered a breach of this Agreement. |
7 - Licensed Language | Slovak |
8 – License Period | This Agreement shall commence on January 1st , 2022 and shall terminate on December 31st 2022, unless earlier terminated in accordance with the terms herein (the "License Period "). |
9- Permitted Transmission Period | SUBLICENSEE shall have the right to transmit the Programs for seven (7) days following the completion of each News Access Event listed in Exhibit 1. |
10 - Number of Transmissions | For each Program, the SUBLICENSEE shall be entitled to unlimited broadcasts during the Permitted Transmission Period |
11 - Programs Exclusivity - Holdback | The Rights licensed to the SUBLICENSEE are non-exclusive in the Territory. All rights not expressly granted under this Sublicense Agreement are reserved by Eurosport SAS, and Eurosport SAS shall be entitled to use itself or companies within the same group and/or license these rights to any third party at its sole discretion. SUBLICENSEE shall have no sub-licensing rights. |
12 - License Fee | For the Rights to the Programs, SUBLICENSEE agrees to pay to Eurosport SAS a license fee of 30,000€ (Thirty Thousand Euros) “License Fee” according to the Payment Terms in Clause 14. Should SUBLICENSEE use any additional minutes above the full allowance as detailed in clause 3, SUBLICENSEE shall pay an additional fee of 700 € (seven hundred euros) per additional minute per News Access Event. |
13 - Technical Costs | SUBLICENSEE will be allowed to record the Eurosport SAS feed free of charge and produce the News Access Programs using such feed for the purposes of this Agreement. News Access Programs shall include Eurosport logo and credits mentioning that the images are provided by Eurosport SAS. |
14- Payment Terms | The total License Fee due to EUROSPORT SAS shall be paid by SUBLICENSEE, in 1 (one) instalment, upon presentation of an invoice, on the following basis: the amount of 30,000€ to be paid no later than June 30th 2022. The License Fee shall be paid free and clear of, and without deduction or withholding for or on account of any applicable taxes (including but not limited to any local VAT and withholding tax, if any) and/or bank and any other applicable fees, all of which shall be in addition to the License Fee and are the sole responsibility of and be paid by SUBLICENSEE, and shall be in addition to the above amount. SUBLICENSEE acknowledges and agrees that if SUBLICENSEE fails to pay any instalment of the License Fee, or any of the Technical Costs (as set out below), by the relevant due date, in addition to any of Eurosport SAS’ other rights under this Agreement or otherwise at law: (a) interest will accrue on the outstanding sum at maximum rate permitted under the laws of the jurisdiction described in clause 20; and (b) Eurosport SAS may at its discretion suspend or terminate SUBLICENSEE’s access to the international signal of the Programs and/or delivery of any Programs, as applicable, and require SUBLICENSEE to cease all distribution of the Programs, until such time as the amount is paid. |
15 - Reporting obligation | SUBLICENSEE shall provide Eurosport SAS, free of charge after each News Access Event, audience research data relating to the Programs on the Licensed Services. |
16 - Warranties |
SUBLICENSEE hereby represents and warrants that it: (a) has the right, power and authority to enter into this Agreement. (b) accepts responsibility for reporting and payment to the appropriate music and performing rights collecting societies relative to its use and transmission of the News Access Programs; (c) shall indemnify Eurosport SAS against any claim, loss, expense (including reasonable legal costs) incurred by Eurosport SAS, its parent, affiliates or subsidiaries and their respective officers, directors, employees and agent as a result of any breach, act or omission of SUBLICENSEE under the terms of this Agreement | |
17 - Compliance | SUBLICENSEE, in complying with its obligations and exercising its rights under this Agreement, undertakes to comply with all applicable the Eurosport Code of Ethics (xxxxx://xx.xxxxxxxxx.xxxxxxxxx.xxx/xxxxxx- files/e660905e-27b9-4946-a4f0-1d5c0a1e2733) and all laws and regulations, including without limitation in relation to anti-money- laundering, anti-bribery, broadcasting of events, and/or advertising of particular products (including without limitation tobacco, alcohol and/or gambling), and shall not knowingly or willingly cause Eurosport SAS to be in breach of any such legislation. In particular, SUBLICENSEE undertakes (i) not to bring the News Access Event’s trademarks, logos, names, slogans etc. into disrepute, and (ii) to comply with any instructions Eurosport SAS may give in relation to the use of any such distinctive elements in connection with the News Access Events. |
18 – Termination | Without prejudice to any rights or remedies of the non-defaulting party, either Party may terminate this Agreement if the other Party is in material breach of this Agreement and such breach is not remedied within seven (7) working days of being requested in writing to remedy such breach. Any breach of paragraph 14 (Payment Terms) by SUBLICENSEE shall be considered a material breach of this Agreement. In the event that, for any reason whatsoever, Eurosport SAS ceases to own the media rights of the Programs, or that the Event(s) News Access Event(s) have to be stopped/cancelled for any reason, then it shall notify SUBLICENSEE thereof and Eurosport SAS shall be entitled to terminate and/or to reduce the scope of this Agreement upon such notification without any liability for Eurosport SAS. In these events, SUBLICENSEE will remain liable to pay the Licence Fee in respect of the Programs delivered. In the event that Eurosport SAS is unable to provide the Program/News Access Event for any reason whatsoever, Eurosport SAS shall have the right either to: - propose SUBLICENSEE to deliver another program/event of comparable quality (as approved by SUBLICENSEE acting in good faith) which shall be deemed to replace the Program/News Access Event without any effect to the License Fee; or - if the Parties cannot reach an agreement as to the replacement program within ten (10) days of the start of the discussions, then Eurosport SAS will reduce the number of Programs to be delivered and apply a pro rata rebate of the License Fee in respect of the withdrawn News Access Event/Program. |
19 - Miscellaneous | (i) Eurosport SAS shall have the right to withdraw any News Access Events (subject to the parties agreeing substitute programs or a refund of the appropriate portion of the License Fee) for any reasonable reason including without limitation any legal, compliance or other reason relating to the News Access Events. (ii) This Agreement constitutes the entire agreement between the Parties and supersedes all other representations, discussions or agreements concerning the content of this Agreement. (iii) This Agreement can only be varied by the Parties in writing. (iv) Neither Party may assign or sublicense any right or obligation under this Agreement, without the written prior consent of the other Party. Notwithstanding the foregoing, Eurosport SAS shall be entitled to assign, or transfer any rights and/or obligations hereunder to any affiliated company of Discovery Inc.. (v) Nothing in this Agreement is intended to, or shall be deemed to, establish or constitute a joint venture or partnership between the Parties, or constitute any party as the agent of another party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person. The Parties shall not disclose the terms and conditions of this Agreement or any confidential information regarding the other Party to any third party with the exception of their own shareholders, without the respective other Party’s prior written approval, provided, however, that disclosures may be made (i) to the extent necessary to comply with government disclosure or other laws or regulations, or (ii) as may be necessary and appropriate in connection with the performance and enforcement of this Agreement. (vi) Any notice under this Agreement shall be in writing sent by personal delivery; first class certified or registered mail, return receipt requested; international express mail, or an express overnight service (such as UPS/Federal Express) or electronic mail addressed to Radio and Television of Slovakia, Xxx Xxxxxxxxx, TV Sports rights Manager address: Rozhlas a televízis Slovenska, Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxxxx, EUROSPORT SAS, Xxxxx Xxxxxxx fax no. + 000 00 00/8169 address: 0, xxx Xxxxxx et Xxxx Xxxxxxx - 00000 xxxx-xxx- Xxxxxxxxxx, Xxxxxx. No waiver of any term of this Agreement shall be effective unless in writing and signed by the waiving party. |
20 - Governing Law | This Agreement shall be governed by the laws of France and the competent French courts in Paris shall have exclusive jurisdiction. If this Agreement is translated into any language in addition to the English language version of this Agreement, then in the event of any difference between the English language version and the other language version of this Agreement, the English language version of this Agreement shall prevail. |
For and on behalf of Eurosport SAS:
In Issy-les-Moulineaux on _ _
For and on behalf of Radio and Television of Slovakia,
In on _
Signature: | __ | Signature: | _ |
Name: | Xxxxxx XXXXXXXX | Name: | _ |
Function: | CEO | Function: | _ |
Exhibit 1