Licenčná zmluva na nákup licenčných práv programov (výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov (výpis zo zmluvy)
Zmluvní partneri: TRUSTNORDISK ApS
Filmbyen 22
2650 HVIDOVRE
Dánsko
Zastúpená: Silje Glimsdal VAT: 21513709
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Xxxxxx Xxxx
Generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: Hraný film – 140 minút
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 12 mesiacov,
od 1.7.2015 do 30.6.2016
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - titulky
Počet vysielaní: 2 vysielania s reprízou do 24 hodín
Vysielacie práva: Excluzívne Free TV práva
vrátane basic cable a satelit
Licenčný poplatok: 1.000,- EUR
Splatnosť licencie: Úhrada licenčného poplatku po podpise zmluvy najneskôr k 1.8.2015
Podmienky dodania materiálu:
Technické náklady za materiál:
bez dodávky materiálov materiál k dispozícií
žiadne
Technické parametre materiálu:
Prístup k jazykovej verzií:
material k dispozícií v slovenskej jazykovej verzií v zodpovedajúcej technickej kvalite
RTVS nie je výrobcom jazykovej verzie
Dátum dodania materiálu:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za Trustnordisk Film
bez dodávky materiálu
doplnené v bode Special Provision
za RTVS Xxxxxx Xxxx
Generálny riaditeľ
Date: 08.06.2015
TELEVISION DISTRIBUTION AGREEMENT
LICENSOR |
TRUSTNORDISK ApS |
FILMBYEN 22, 2650 HVIDOVRE |
DENMARK |
CONTACT PERSON: Xxxxx Xxxxxxxx |
VAT-NO. 2151 3709 |
Represented by: |
DISTRIBUTOR |
Radio and Television of Slovakia – RTVS |
Mlynska dolina, 845 45 Bratislava |
Slovak republic |
CONTACT PERSON:Xxxxxxxx Xxxxxxxxx Represented by: Xxxxxx Xxxx, General Director |
VAT-NO:SK2023169973 |
DEAL TERMS
LICENSED TERRITORY: The Territory within which Distributor may exercise the rights granted to Distributor hereunder is: Slovakia
LICENSE TERM: | Duration: 12 months |
Start date: 01.07.2015 | Expiry Date: 30.06.2016 |
The rights to the Film granted hereunder pertain only to the original version dubbed and /or subtitled into the following language(s): Official Languages spoken in Slovakia.
Distributor shall at all time grant Licensor access upon payment of 50% Distributors original production costs to any dubbed /voice-over or subtitled language version of the Films created by Distributor and Licensor shall exploit or let third parties exploit such language version upon the payment of agreed costs.
AUTHORIZED LANGUAGE VERSIONS:
As a flat and fixed payment for the rights granted hereunder, Distributor agrees to pay to Licensor a non-refundable License Fee in the amount of 1000 € (One Thousand Euros)
The License Fee shall be paid by bank transfer as follows:
- 100 % on signature of contract, however no later than 01.08.2015
The amount of the License Fee and other payments remitted to Licensor are to be paid net of any and all taxes including VAT/ withholding taxes and net of all bank charges, remittance fees and/or reimbursing fees. If any, these are to be at the expense of Distributor. Any delay in payment will be regarded as a material breach of the contract.
LICENSE FEE
RIGHTS LICENSED EXCLUSIVELY | Licensed | Number of Runs | Not Licensed |
Pay TV | X | ||
Pay Per View | X | ||
Free TV | X | 2 + QR24hrs | |
SVOD | X |
Free TV rights simultaneously broadcasted by basic cable and satellite Exploitation of rights
Video on demand by means of Internet and wireless rights are not granted within this agreement. For exploitation of Free-TV-rights only the TV-station may make us of a 7 days catch up-right on own platform which is granted for a non- exclusive exploitation.
All rights not explicitly licensed above to Distributor shall be reserved by and belong solely to Licensor and Licensor may freely dispose of all of same. Distributor may not sub-license any of the granted rights without prior written approval by Licensor.
Delivery of materials:
The delivery of the material isn´t required, the material is at the disposal of Distributor.
Special provisions:
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended an§ 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.
TRUSTNORDISK STANDARD TERMS
EXTENT OF GRANTED RIGHTS
Reserved rights
All rights not explicitly licensed to Distributor shall belong solely to Licensor and Licensor may freely dispose of all of same including disposition within the Licensed Territory and during the License Term.
All amounts collected by any collecting society, author’s rights association, performing rights society, or governmental agency that are payable to authors, producers, performers or other persons and that arise from royalties, compulsory licenses, cable retransmission income, music performance royalties, tax rebates, exhibition surcharges, levies on blank videograms or hardware, rental or lending royalties shall be the sole property of the producer of the Film, and shall not be included in the Gross Receipts. The producer of the Film has the sole right to apply for and collect these amounts. If any of them are paid to Distributor, it shall immediately remit them to Licensor (as agent on behalf of the producer) with an appropriate statement identifying the payment.
Distributor shall not be entitled to exploit or let anyone else exploit the granted rights before the full payment of the License Fee has deposited to Licensor in accordance with the Deal Terms.
ASSIGNMENT OF RIGHTS
Licensor’s assignment
The Producer of the Film shall be entitled at any time to transfer or assign his rights according to this Agreement in whole or in part to third parties, provided that such third parties assume the obligations according to the Agreement. Licensor shall at any time be entitled to replace itself with another agent.
Distributor’s sub-license
Distributor shall not have the right to sub-license any granted right under this Agreement.
DELIVERY OF MATERIALS
Distributor will evaluate all delivered Materials for technical acceptance promptly after their receipt. All delivered Materials will be considered technically satisfactory and accepted by Distributor unless Distributor within twenty-five
(25) days after receipt gives notice to Licensor specifying any technical defects. If the notice given by Distributor is accurate Licensor will either timely correct the defect and redeliver the effected Materials or deliver new replacement materials or exercise its rights of suspension or withdrawal pursuant to this Agreement. If Distributor has begun any exploitation of any Licensed Right then any alleged defect will be deemed waived by Distributor.
All costs incurred in connection with delivery of materials such as insurance, transportation, customs clearance and other charges, as well as all costs incurred in connection with return shipments, including re-importation of materials and certification of condition upon dispatch and return by Licensor’s and Distributor’s laboratories, shall be paid by Distributor.
NO EDITING OR CHANGES / CENSORSHIP
Distributor shall not change or delete any parts of the Film, the sound track or the credits. TV rights are granted only to the version(s) delivered by Licensor or the Laboratory chosen by Licensor and Distributor shall not have the right to scan new video/TV masters.
Notwithstanding the foregoing, Distributor shall have the right to cover frontal nudes with black spots or make other adequate precautions, however only to the extent necessary in order to comply with rulings of duly constituted censorship authorities in the Licensed Territory.
Distributor is aware that the Film might contain scenes or sequences which in some countries might be considered obscene, violent or pornographic. Distributor hereby expressly waives any and all claims or right of rescission, which Distributor may now or hereafter have with respect to artistic quality of the Film, changes in cast or creative personnel in connection therewith.
CREDIT, BILLING OBLIGATIONS AND ARTWORK
In promoting and exploiting the Film, Distributor and all of Distributors subsequent Distributors undertakes to give credit to the director, producer and to all other persons entitled to credit on all prints and in all advertising and promotional materials in size and sequence as required by Licensor.
Distributor shall observe and use billing block delivered by Licensor. Credits in minor paid ads are subject to Distributor’s customary exclusions.
In creation of Distributors own artwork for promotion and exploitation of the Film, Distributor may not include effects or objects which have not been a part of the film, nor include people, animals etc. who have not participated in the Film.
Furthermore, Distributor may only use stills from the Film which have been delivered by Licensor. Distributor not frame grab any pictures from the Film, as all pictures has to be preapproved by the Producer.
REMEDIES OF DISTRIBUTOR’S BREACH OF CONTRACT
Licensor may terminate the License Agreement effective immediately by written notice of termination to Distributor upon the occurrence of an event of default. An event of default shall be deemed to have occurred if in particular:
- Distributor fails to duly fulfil its obligations under the License Agreement and under these General Conditions for the License Agreement and such failure continues for a period of more than a month grace period; or
- Distributor applies for judicial insolvency or bankruptcy relief, or extra-judicially seeks deferment of or release from debts to its creditors, or if insolvency or bankruptcy proceedings are instituted against Distributor’s assets upon application by a third party, or
- if a bankruptcy petition of Distributor is dismissed by reason of insufficient assets; or
- Distributor elects to liquidate or, de facto, ceases its business activities; or
The rights granted to Distributor shall automatically revert to Licensor upon receipt by Distributor of notice of termination from Licensor. Licensor may then proceed against Distributor for legal and equitable relief; in addition, Distributor shall be liable to Licensor for any and all damages resulting from such termination of the License Agreement. Under no circumstances shall Distributor be entitled to any partial or complete repayment of the License Fee, if already paid.
In the event of Distributor’s failure to make timely payment of a License Fee or timely payment of materials for one film, then Licensor shall be entitled to hold back any materials to all other films until full payment has occurred.
In the event of Distributor’s failure to make timely payment of a License Fee or timely payment of materials for one film, or in the event of any other material breach of contract by Distributor, then Licensor shall be entitled to terminate all other license agreement between Distributor and Licensor. In such event all distribution rights shall revert to Licensor without any right for reimbursement for Distributor.
REMEDIES OF LICENSOR’S BREACH OF CONTRACT
Distributor may terminate the License Agreement effective immediately by written notice of termination to Licensor upon the occurrence of an event of default. An event of default shall be deemed to have occurred if in particular Licensor fails to fulfil its obligations under the License Agreement and under these General Conditions for the License Agreement and such failure continues for a period of more than a month grace period.
The rights granted to Distributor shall automatically revert to Licensor upon receipt by Distributor of notice of termination from Distributor. Distributor may require that the Minimum Guarantee is repaid, however Licensor will not be liable for any further payments, and particularly not any loss of profit.
PERFORMING RIGHTS ASSOCIATIONS AND MUSIC CLEARANCE
Licensor is responsible for acquiring all necessary synchronization licences in respect of the musical compositions and recordings contained in the Film to allow the Distributor to exploit the Licensed Rights. However, if Distributor decides to create any kind of materials for exploitation of this film which contains music even if it is used in the film, Distributor shall be solely responsible clearing this music.
If Distributor fails to clear music for its own created materials as well as remit payment to the relevant performing rights associations, Distributor warrants holding Licensor harmless from and against any and all liability, cost or expense towards the rights holders.
Place of performance and jurisdiction
The Agreement shall be interpreted and construed under and pursuant to the laws of the Defendant. Any litigation shall be brought in the courts of the Defendant’s residence. Accordingly the forum shall be Copenhagen, Denmark, if Distributor initiates the litigation process and the forum shall be the domicile of the Distributor if Licensor initiates the litigation process.
Place and date: Avedøre / 2015 Place and date: Bratislava /2015
TrustNordisk ApS.
For Distributor
Xxxxxx Xxxx General Director