Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: AB DROITS AUDIOVISUELS 00 xxxxxx xx Xxxxxxxx
75007 Paríž Francúzsko
zastúpená Ms. Xxxxxxx Xxxxxxxxxxxxx VAT No. FR29379412919
A
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
štatutárny zástupca: Xxxxxxxx Xxxxxx
generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: hrané filmy - 5 x 90´
hrané seriály 13x50´ a 14x50´(dokúpenie licencie)
dokumentárne filmy – 2 x 52´, 1 x 90´ dokumentárne seriály – 10 x 52´(dokúpenie licencie), 4 x 52´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky,
Rozsah licencií od 1.2.2021 do 30.3.2024
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing, komentár
Počet vysielaní: 3 vysielania –každé vysielanie vrátane 3 repríz do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/Analógové aj digitálne šírenie/
vrátane simultánnej káblovej a satelitnej
retransmisie
catch up práva do 14 dní po premiérovom vysielaní
Licenčný poplatok: 31.000,- EUR
Splatnosť licencie: 1.splátka 50% celkovej sumy
po podpise zmluvy pred dodaním materiálov
2.splátka 50% celkovej sumy po dodaní materiálov a ich technickej akceptácií najneskôr k 31.1.2021
Podmienky dodania materiálu:
Technické náklady za materiál:
po úhrade prvej splátky za licencie a materiál na účet partnera.
780,- EUR
Technické parametre materiálu: XDCam MXF Files podľa technickej
špecifikácie RTVS
Promo material, dialógové listiny.
Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za AB DROITS AUDIOVISUELS
Xxxxxxx Xxxxxxxxxxxxx zastupujúca výkonná riaditeľka
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (bod Delivery Material – Foreign Version Access)
doplnené v bode – Additional Provision
za RTVS Xxxxxxxx Xxxxxx
generálny riaditeľ
TELEVISION LONG FORM AGREEMENT
Licensor : AB DROITS AUDIOVISUELS
Licensee: Rozhlas a televizia Slovenska (RTVS)
Address : 00 xxxxxx xx Xxxxxxxx, 00000 Xxxxx, Xxxxxx
VAT number: FR 29379412919
Address:
Mlynska dolina
845 45 Bratislava- Slovakia Represented by: Mr Xxxxxxxx Xxxxxx
General Director
Contacts: Xxxxxxxx Xxxxxx/Xxxxxxx Xxxxxx Tel: x00000000000
Mail: xxxxxxxx.xxxxxx@xxxxxxxx.xxx Xxxxxxx.xxxxxx@xxxxxxxx.xxx
VAT number: SK2023169973
Contact: Mrs Xxxxxxxx Xxxxxxxxx Tel: x000 0 00000000
Mail: Xxxxxxxx.xxxxxxxxx@xxxx.xx
A - SPECIAL TERMS AND CONDITIONS
Program(s) | - See Appendix 2 |
Licensed Rights | Television rights Free TV ☒ Analog/Digital Terrestrial Exclusive ☒ Non-exclusive ☐ Holdback ☐ ☒ Satellite Exclusive ☒ Non-exclusive ☐ Holdback ☐ ☐ DSL Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☒ Cable Exclusive ☒ Non-exclusive ☐ Holdback ☐ ☐ IPTV Exclusive ☐ Non-exclusive ☐ Holdback ☐ Holdback period (if any): N/A Pay TV ☐ Analog/digital Terrestrial Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☐ Satellite Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☐ DSL Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☐ Cable Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☐ IPTV Exclusive ☐ Non-exclusive ☐ Holdback ☐ Holdback period (if any): N/A ☒ Catch-up TV D+ 14 ☐ Preview ☐ Startover ☐ After first run only ☒ After first run of each multirun On Demand rights ☐ SVOD Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☐ VOD DTR Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☐ VOD EST/DTO Exclusive ☐ Non-exclusive ☐ Holdback ☐ ☐ AVOD/FVOD Exclusive ☐ Non-exclusive ☐ Holdback ☐ Holdback period (if any): N/A |
License Period | For programs 1 to 4: 3 (three) years from February 1st, 2021 to January 31st, 2024 For Program 5: 3 (three) years from April 1st, 2021 to March 30th, 2024 For Programs 6 to 12 : 3 (three) years from February 1st, 2021 to January 31st, 2024 It is agreed between the Parties that the License Period shall end on the completion of the permitted Number of runs, on a Program per Program basis, if the last run occurs on the Authorized Licensed Channel(s) before the end of the License Period. |
Viewing devices | TV screens, computers, tablets, mobile terminals. |
Territory(ies) | Exclusive Territory : SLOVAKIA |
Authorized Language | ☐ Original version. ☒ Dubbed version in Slovak ☒ Subtitled version in Slovak |
Number of (multi)runs per Program | 3 (three) multiruns; 1 (one) multirun includes 1 (one) initial broadcast and 3 (three) repeats within a 48 (forty eight) hours period thereafter following, for each initial broadcast. |
Authorized Licensed Channel(s)/Service(s) | For Programs 1 to 4, Licensee shall be authorized to broadcast through its channel Dvojka For Program 5 to 10, Licensee shall be authorized to broadcast through its channel Jednotka Programs 11 and 12, Licensee shall be authorized to broadcast through its RTVS channels. |
License Fee | ☒ Flat Fee ☐ Minimum Guarantee Total Licensee fee: 31 000 € (Thirty one thousand) Euros Net as defined per Program in Appendix 2 Licensee shall only be entitled to deduct withholding tax, if any, as required to be deducted under the applicable law of the country of residence of Licensee. |
Royalties | N/A |
Technical Fee | Total Technical Fee : 780 (Seven hundred eighty) Euros Net, as defined per Program in Appendix 2. |
Payment Schedule | 50% of the License Fee and of the Material Fee upon signature of this Long Form Agreement, and |
50% of the License Fee and of the Material Fee upon technical acceptance of broadcasting materials, and in any case no later than January 31st, 2021 | |
Invoicing Address and contact | Same as above |
Term of Payment | Licensee shall pay Licensor the Fees by wire transfer upon receipt of Licensor’s invoice. |
Delivery Material | Material format : XDCAM MXF For programs 11 and 12 : 16/9 1 .66 SD to be delivered with files MOV PRO RES qualité HQ. Additional material: Full script with TC (in English language when available or original language), promotional material (synopsis,credits). Music Cue sheets and all available materials (including full press kit with 5-10 photos) Version delivered: original version, except for programs 1, 4 which is already in the hands of Licensee and accepted Shipment: Material to be delivered via Digital delivery at Licensee’s expenses Contact for Delivery: Mr Xxxx Max – xxxx.xxx@xxxx.xx Checking delay: Licensee shall have 7 (seven) days to check the Material. Passed this delay, Material shall be deemed accepted. Any refusal shall consist in a technical report in writing. Material Use: At Licensor’s request, Licensee shall destroy or erase material at Licensee’s own expenses and provide Licensor with an appropriate certificate of dismantling certifying that such destruction or erasure occurred when Licensor demanded so. Foreign Version Access: Licensee shall deliver to Licensor, at a price of 50% of the proven cost and upon request, all dubbed and/or subtitled material of Program(s) made by or for Licensee. All rights, including copyrights and trademarks shall vest in Licensor upon creation, subject only to possession and control by Licensee during the License Period. Licensee will deliver to Licensor any instruments necessary to evidence Licensor's ownership. |
Account Holder | AB DROITS AUDIOVISUELS |
Bank | XXXXXX XXXXXX |
Bank Code | XXXXXX |
Counter | XXXXXX |
Account Number | XXXXXX |
Key | XXXXXX |
IBAN | XXXXXX |
SWIFT | XXXXXX |
Delivery Date | Subject to receipt by Licensor of full payment of the first instalment of the Payment Schedule (i.e. 50% of the Licensee Fee and of the Material Fee). |
Delivery Address and contact | Address at the top of the present Television Long Form Agreement |
Long Form Agreement | This Television Long Form Agreement together with Special Terms and Condition, Appendix and Standard Terms and Conditions, shall constitute a binding and final agreement between the parties. |
Additional 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. |
Made in Paris on December 3rd, 2020, in duplicate
FOR LICENSEE FOR LICENSOR:
Xxxxxxxx Xxxxxx Xxxxxxx Vleeschhouwer
General Director of RTVS
APPENDIX 1: DEFINITIONS
“Catch-Up Television” shall mean Licensee’s Service geoblocked within the Exclusive Territory(ies) which provides to the viewers/subscribers of the Authorized Licensed Channel(s), the opportunity to view, at a start time selected by the viewers/ subscribers, a delayed transmission of the Program within a limited period of time after broadcast of the Program. The Catch-Up period is as set forth in the Special Terms and Conditions of the Deal Memo.
“Preview Television” shall mean a service which provides to the viewers/subscribers of the Authorized Licensed Channel(s), the opportunity to view during the License Period a transmission of the Program(s) within a 7 (seven) day period prior to the first TV broadcast of the Program(s) on the Authorized Licensed Channel(s).
“SVOD“ (Subscription Video On Demand) shall mean a service where the viewers/subscribers are required to pay a subscription fee and/or periodic access charge to receive and view one or more packages of programming including the Program(s), at a time scheduled by the subscriber entirely at his/her discretion.
“DTR” (Download-to-Rent) shall mean a service where the viewers/subscribers are required to pay an individual, fee (per- program or per-exhibition fee) and where the viewer may Download the Program(s) and view it/them within a limited period of time after which the Program is no longer available.
“DTO” (Download-to-Own) or “EST” (Electronic Sell Through) shall mean a service where the viewers/subscribers are required to pay an individual, per- program, or per-exhibition fee where the viewer retains possession of the Program(s) on a limited number of devices.
“AVOD (Advertiser supported transmission) / FVOD (Free Video On Demand Rights) shall mean a service where the Program(s) is/are made available to users on a on-demand basis by means of a free business model which includes advertising (commercials or other advertising before, after or within the continuity of a Program(s), banners, prerolls, etc.).
“Video rights” shall mean the exploitation of the Program(s) with its sound and music embodied by means of storage devices now existing as set forth in the Special Terms and Conditions of the Deal Memo (the “Videograms”), that is intended for sale or rental to the public for private home use only.
“Gross Receipts” shall mean the total remuneration billed by Licensee or its subsidiaries, affiliated companies from the exploitation of the Program(s) without any deduction.
“Net Receipts” shall mean the total remuneration billed by Licensee from the use, sublicense or exploitation of the Licensed Rights of the Program(s) after deduction of discounts, rebates linked to the exploitation of the Licensed Rights of the Program(s).
ZM2025208 | ||||||||
Program n° | Original title | Duration | Type | Original Language | Year of Production | Producer | Technical Fee (in Euros) | License Fee (in Euros) |
1 | Tomorrow's World | 10 x 52 min | Documentary | French | 2014 | AB Productions | N/A | 3500 |
2 | Wetlands | 1 x 90 min | Documentary | French | 2020 | Orca Production | 60 | 1200 |
3 | Xxxxxxx by Xxxxxxx | 1 x 52 min | Documentary | French & English | 2020 | Temps Noir, Telemark | 60 | 800 |
4 | Banksy Most Wanted | 1 x 52 min | Documentary | French & English | 2020 | CrossBorders Films & Scarlett Production | 60 | 800 |
5 | Mafia History | 4 x 52 min | Documentary | French | 2017 | AB Productions | N/A | 1400 |
6 | MURDER IN COGNAC | 1x90' | TV Film | French | 2019 | FRENCHKISS | 60 | 2500 |
7 | MURDER ON CANAL DU MIDI | 1x90' | TV Film | French | 2019 | Septembre Production | 60 | 2500 |
8 | STELLA | 1x90' | TV Film | French | 2019 | STORIA TV | 60 | 2500 |
9 | XXXXXXXX | 1x90' | TV Film | French | 2018 | Mon Voisin Prodcutions | 60 | 2500 |
10 | 100% ORGANIC | 1X90' | TV FILM | French | 2019 | TROISIEME ŒIL | 60 | 2500 |
11 | CHÂTEAU DES OLIVIERS | 13x50' | TV SERIES | French | 1993 | Hamster Productions France 2 KOBA Films | 150 | 5200 |
12 | WHIRLWIND OF FLOWERS | 14x50' | TV SERIES | French | 1996 | 150 | 5600 | |
Total | 780 | 31000 |
Réf :
ZM2025208
APPENDIX 2: PROGRAMS
6
B - STANDARD TERMS AND CONDITIONS
ARTICLE 1. LICENSED RIGHTS/ HOLDBACKS
Subject to the payment of the License Fee, and if applicable of the Royalties (in accordance with the Special Terms and Conditions of the Deal Memo), and the due performance by Licensee of its obligations hereunder, Licensor grants and Licensee accepts a limited license under copyright to exploit, the Licensed Rights during the License Period and on the Licensed Channel/Service, solely within the Territory, the Program(s) for the number of (multi)runs and in the Authorized Language set forth in the Special Terms and Conditions of the Deal Memo. In addition, Licensor undertakes not to exploit the rights defined as under a Holdback for the period defined in the Special Terms and Conditions of the Deal Memo. This license does not grant any right to Licensee to authorize others to exploit the Program(s), nor does it grant other rights not specifically granted herein.
ARTICLE 2. DELIVERY AND ACCEPTANCE OF MATERIALS
Licensor shall deliver Materials to Licensee as provided for in the Special Terms and Conditions of the Deal Memo. The Materials shall be physically suitable in all respects for exploitation as defined in the Deal Memo. Licensee agrees, immediately upon receipt of Material, to examine it in order to determine whether it is physically suitable for exploitation. If it should be determined that any such Material is not suitable, Licensee shall forthwith notify Licensor in writing, in sufficient time to permit Licensor to remedy any defect which in fact exists or make delivery of a physically suitable substitute Materials.
It is agreed, however, that these reciprocal obligations regarding the delivery and/or acceptance of the Material (and, in particular, the obligations regarding deadlines and/or whether the Material conforms to contractual standards) may be temporarily adjusted or reduced, without fault or negligence on the part of the party failing to fulfil its obligations, in the event of a situation beyond the control of the parties, making it impossible or very difficult to access all or part of the infrastructures and/or service providers involved in the delivery and/or verification of the Material and the production of any foreign versions. This would be the case, in particular, in the event of administrative or sanitary measures imposed by the authorities related directly or indirectly to the coronavirus (2019-ncov), to any mutated forms of this virus or to any other similar epidemic phenomenon or pandemics recognized by the French authorities or by the WHO. The party invoking this situation must immediately notify the other party in writing. The parties undertake, from the date of such notification, to discuss in good faith alternative measures or provisional arrangements to the above-mentioned obligations, such as postponing the delivery date of the Material or extending the checking delay of the Material, in order to allow the execution of the Deal Memo to pursue.
ARTICLE 3. LICENSE FEE/ROYALTIES PAYMENTS
Licensee agrees to pay the Fee(s) (including but not limited to License Fee, Technical Fee, Royalties, as applicable) stipulated in the Special Terms and Conditions of the Deal Memo, in consideration of the license by Licensor of the rights as defined herein. License Fee shall be due by Licensee in its entirety regardless of whether or the extent to which any one or more of the Program(s) is/are actually exploited by Licensee. If Licensee defaults in the payment of any instalment of the Fee(s), the entire unpaid balance will become immediately due and payable without further notice to Licensee. In such event, in addition to Licensor's other rights and remedies, Licensor will have the right to suspend or discontinue delivery of Materials to Licensee under this Deal Memo as well as under any other agreement then in existence between Licensor and Licensee, but no such suspension or discontinuance shall extend the granted License Period. Licensor will also have the option to terminate this Deal Memo by written notice given to Licensee in accordance with Article 4 (a) of this Deal Memo.
If Licensee shall pay Royalties, Licensee shall render statements as follows (a) on a quarterly the first year, on a semi-annual basis the second year, and annually thereafter; (b) within 60 (sixty) days after the end of each relevant above-mentioned period. Statements shall be accompanied by payment of any monies then due to Licensor.
Licensee shall keep separate and complete books of accounts relation to the exploitation of the Licensed rights. The pertaining operations shall be isolated, verified and pointed out easily. A 10 (ten) days period of notice shall be respected by Licensor.
ARTICLE 4. WITHDRAWAL AND ADJUSTMENTS
(a) Licensor shall have the right at any time, in its absolute and sole discretion, to withdraw any Program(s) if Licensor determines that its exploitation thereof may infringe upon the rights of others; and/or violate any law, court order, government regulations or other ruling of any governmental agency, in case of force majeure event and because of unavailability of necessary broadcasting material.
(b) If Licensor elects to withdraw any Program(s) before its first exploitation, Licensor shall have the right either: (i) to deliver to Licensee by mutual agreement another program of comparable quality and value (which shall be deemed to replace the Programs withdrawn); or (ii) to refund or credit Licensee a proportionate share of the License Fee paid (as applicable) in respect of such withdrawn Program(s) (in which cases, all rights in the Program(s) shall revert to Licensor and Licensor shall have no further obligations to Licensee with respect to such Program(s)). Licensee agrees that such reduction in the License Fee shall be Licensee's sole remedy and Licensee will have no other claim against Licensor based upon any such withdrawal.
ARTICLE 5. TAXES / ADMINISTRATIVE CHARGES
Licensee shall pay without limitation any tax, levy or charge howsoever denominated, or administrative charges, imposed or levied against Licensor (excluding only any applicable net income or franchise taxes) by any statute, law, rule or regulation now in effect or hereafter enacted including, without limitation, quotas, licenses, contingents, import permits, consulate fees, county clerk and notary charges, state, county, city or other taxes howsoever denominated relating to or imposed upon license fees, rentals, negatives, Materials, or the right or privilege to use the same in connection with any Program(s) licensed hereunder and whether imposed upon or levied on or in connection with the importation of any material supplied by Licensor hereunder, or incurred in connection with the legal processing of this document for or in the Territory(ies), or otherwise; it being the intent hereof that the License Fee specified as the consideration for the license granted herein shall be a net amount, free and clear of any charge of whatsoever kind or nature howsoever denominated.
To the extent that any such charges are paid by Xxxxxxxx, Licensee will reimburse Licensor on demand, and upon failure of Licensee to so reimburse Licensor, Licensor reserves the right to all of the remedies as may be provided by law.
ARTICLE 6. WARRANTY AND INDEMNITY
(a) Licensor makes no representations, warranties or indemnities express or implied, except as specifically set forth herein and in the following paragraph: Licensor agrees to indemnify and hold Licensee harmless from the amount of any damages awarded in any final judgment entered against it, together with reasonable costs, expenses and reasonable counsel fees incurred by Licensee in connection therewith, by reason of any claim which is made alleging that any of the Program(s) infringe upon the trade name, trademark, copyright, literary or dramatic right or right of privacy of such person, except with respect to any material added or edited by Licensee and except with respect to music which is specifically covered by Article 7 below; provided, however, that Licensee shall promptly notify Licensor of any claim or litigation to which the indemnity set forth in this subparagraph (a) applies; and provided further that at Licensor's option, Licensor may assume the handling, settlement and defense of any such claim or litigation. If the Licensor assumes the handling, settling or defense of any such claim or litigation, Licensor's obligation with respect thereto shall be limited to holding Licensee harmless from any judgment paid on account of such claim or litigation, or settlement made or approved by Licensor in connection therewith. In any case, Licensor's total liability with respect to the aggregate of all such claims applicable to any such Program(s) under this subparagraph (a) shall be limited to the price allocated to the concerned Program(s).
(b) Licensee will indemnify and hold Licensor, its officers and directors, harmless from any and all claims, damages, liabilities, reasonable costs and expenses, including reasonable counsel fees, arising from the breach of any provisions of this Deal Memo by Licensee, or from the broadcasting of any material other than Material contained in the Program(s) as delivered by Licensor, in connection with, or relating directly or indirectly to said Program(s).
ARTICLE 7. MUSIC WARRANTY
Licensor represents and warrants that the performing rights in the music, if any, in the Program(s) are either (a) controlled by SACEM, or a competent performing rights society having jurisdiction in the Territory(ies); or (b) in the public domain; or (c) controlled by Licensor to the extent required for the purposes of this Deal Memo.
Licensor does not represent or warrant that Licensee may exercise the performing rights in the music without the payment of a performing rights royalty or license fee for music falling within category (a), and if Licensee is required to pay a performing rights royalty or license fee, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom.
Upon request, Licensor shall provide Licensee with all available necessary information concerning the title, composer, and publisher of all such music.
ARTICLE 8. EXPLOITATION REQUIREMENTS
(a) Credits and alteration of prints: Licensee shall exploit each Program(s) as delivered by Licensor in its/their entirety. However, subject to Licensor’s prior written approval, Licensee may make such minor cuts or eliminations, at its own expense, as are necessary to conform to time segment requirements or to the orders of any duly authorized public censorship authority and may add commercial material, but under no circumstances shall Licensee delete the trademark or copyright notice or the credits incorporated in the Program(s) as delivered by Licensor. In no event, however, may any such cuts or the insertion of any commercial material adversely affect the artistic or pictorial quality of the Program(s) or materially interfere with its continuity. In any case, Licensee shall replace such minor cuts and alterations and delete such commercial material in order that the Material shall be returned to the Licensor in the same condition as delivered, reasonable wear and tear due to proper use excepted.
(b) Licensee shall request for Licensor’s approval with regard to the packaging of all Videograms. Licensor shall give its approval or its comments within a reasonable delay. In the absence of written approval of the Licensor within 10 business days following the reception of the approval request, the request shall be deemed to have been rejected.
(c) Licensee shall inform Xxxxxxxx, as soon as the information if available, of the release date of the Videograms and in any case no later than 2 months before the release date.
(d) Sell-Off period: At the end of the Licensed Period, during a 6 (six) months period, Licensee will have the non-exclusive right to sell off its eventual Videograms remaining inventory of the Program(s). At the end of this period, if Videogram still
remain, Licensee will propose Videograms acquisition at Licensee’s cost to Licensor. In the absence of Licensor’s respond within 15 (fifteen) days following the receipt of the request by Licensor, Licensee shall be entitled to destroy the Videograms and provide Licensor with a customary certificate of destruction.
(e) Licensee shall, with no charge, supply Licensor with 10 copies of each device (DVD, Blu-Ray etc.) of the Program(s).
ARTICLE 9. PROMOTION
Licensor will provide Licensee for the Program (s) with photo and promotional Material as defined under the Deal Memo, subject to availability. Licensee shall only be entitled to use such Material (in the media of radio, television, newspapers and magazines only) during the License Period in order to promote the exploitation of the Program(s). If Licensor does not provide Licensee with photo and promotional Material, Licensee may broadcast extracts of the Program(s) not exceeding 3 (three) minutes each in order to promote its exploitation of the Program(s). Any such use of photo and promotional Material or extracts of the Program(s) shall be in strict accordance with the written credit obligations provided to Licensee by Licensor.
Notwithstanding the foregoing, for the program “Xxxxxxx by Xxxxxxx”, Licensee shall not include the following archives –
- extracts from fictions directed by Xxxxxxx Xxxxxxx
- Archives including Xxxx Xxxxxxxxx, Xxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxxxxx and/ or Xxxxxx Xxxxxx
- musics from Xxxxxxxxxxxxx and “Masked bal”, “Midnight, the stars and you” and “Xxxxxxxxx.
in such promotional extracts, the rights of the listed archives not being cleared for promotional purposes.
Notwithstanding the foregoing, for the program “BANKSY MOST WANTED” Licensee shall not include any archives in such promotional extracts, the rights of the archives not being cleared for promotional purposes.
ARTICLE 10. FORCE MAJEURE
Neither party will be considered in default of performance under this Deal Memo to the extent that performance of such obligation is delayed or prevented due to a case of force majeure, as defined by article 1218 of the French Civil Code. In addition to the cases usually retained by French case law, the following events are considered as force majeure: strikes and labor disputes within or outside the company, the supply shortage for any reason whatsoever, natural disasters, epidemics or pandemics, attacks or threats of attacks, acts of terrorism, including those related to chemical or bacteriological contamination or threats of contamination, exceptional climatic events, government or legal restrictions (such as, in particular, containment measures), legal or regulatory changes in trading practices, telecommunication or network disruption, interruption of energy supply. The party who will invoke a case of force majeure should, as soon as it occurs, notify the other party by any means. The facts must be confirmed by registered letter with acknowledgement of receipt, indicating the nature and characteristics of the facts. In any event, the party affected by the case of force majeure must make its best efforts to limit the duration and consequences. The occurrence of a case of force majeure will entail suspension of the obligations arising from the Deal Memo and exclusion of the liability of the affected party when its obligations are made impossible to perform, until situation is restored to normal. In case where the event giving rise to force majeure lasts for more than six (6) months, either party may terminate the Deal Memo by sending a registered letter with acknowledgment of receipt, unless otherwise expressly agreed between the parties. However, this 6 (six) months prolongation period shall not dispense Licensee from payment Fees to Licensor according to the schedule as set forth in the Special Terms and Conditions of the Deal Memo.
ARTICLE 11. LATE PAYMENT
If Licensee fails to remit any payment due to Licensor pursuant to this Agreement on its due date, interest at a rate equal to 3 (three) times the French legal interest rate, shall accrue and be payable as a late payment. Said interest shall commence to accrue at the prevailing rate on the date Licensee fails to remit payment and shall continue to accrue until such payment obligation is fully satisfied.
ARTICLE 12. TRANSFER / ASSIGNMENT
This Deal Memo and the rights granted hereunder to Licensee are personal to Licensee. Licensee agrees not to sell, assign, mortgage, pledge or hypothecate any such rights in whole or in part without obtaining the prior written consent of Licensor. In the event that Licensor consents to any such assignment by Licensee, Licensee shall nevertheless continue to remain fully and primarily responsible and liable to Licensor for due, full, complete and faithful performance of all terms and conditions of this Deal Memo to be performed on the part of Licensee. Licensor may assign, transfer, pledge or hypothecate all or any part of the License Fee to be received by Licensor hereunder. Licensee agrees that in the event of receipt of written notice of assignment by Xxxxxxxx, monies due to Licensor shall be paid to any third-party assignee in accordance with such instruction without offset, deduction, counterclaim or other credits which Licensee may have or claim to have against Licensor except as may be available under the terms of this Deal Memo. Licensor may assign this Deal Memo to any company controlling, controlled by or under control with Licensor.
ARTICLE 13. TERMINATION
If for any reason either party breaches any of its obligations hereunder and if such breach is not remedied within fifteen (15) days following receipt from the other party of a registered letter with acknowledgement of receipt requiring the defaulting party to remedy the same, the party having given such notice shall be entitled to terminate this Deal Memo, in which case responsibility for such termination will be exclusively imputed to the defaulting party, without prejudice to any other rights or remedies of the terminating party.
ARTICLE 14. FINAL PROVISIONS
(a) A waiver by either party of any breach or default by the other party will not be construed as a continuing waiver of the same or any other breach or default under this Deal Memo.
(b) This Deal Memo constitutes the entire agreement between the parties and all prior understandings are merged herein. Notwithstanding anything to the contrary, in the event of any conflict between the terms of the Standard Terms and Conditions and the Special Terms and Conditions, the latest shall prevail. This Deal Memo cannot be changed or terminated orally and no amendments, modifications or assignments hereof shall be binding upon Licensor until accepted in writing by a duly authorized agent or officer of Licensor in France.
(c) Each party hereby covenants and agrees that, except as may be required by law or pursuant to subpoena or order of any judicial, legislative, executive, regulatory or administrative body or to enforce its rights under this Deal Memo, neither it nor any of its officers, directors, employees or agents shall, directly or indirectly, disclose to any third party or make any public statement or announcement regarding the terms of this Deal Memo.
(d) In the event that any term, condition or provision herein contained shall be held by any court to be unenforceable for any reason, such term, condition or provision shall be of no effect whatsoever upon the binding force or effectiveness of any other term, condition or provision of this Deal Memo.
ARTICLE 15. APPLICABLE LAW/JURISDICTION.
This Deal Memo shall be governed by the laws of France. In case of dispute regarding the interpretation or the application of this Deal Memo and in the absence of amicable settlement, Licensee hereby consents to the exclusive jurisdiction of the competent Court of Paris.