Licenčná zmluva na nákup licenčných práv programov

Licenčná zmluva na nákup licenčných práv programov

(výpis zo zmluvy)

Zmluvní partneri: RETI TELEVISINE ITALIANE S.p.A. Largo del Nazareno 8

00187 Rím

Taliansko a

Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava

IČO: 47 232 480

IČ DPH: SK2023169973

zastúpená: Xxxxxx Xxxx

generálny riaditeľ RTVS zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B

Programy: hrané programy v celkovom objeme cca 124 hodín:

minisérie, hrané seriály

Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka

Trvanie zmluvy: Licenčná d+oba na 3 roky,

rozsah licencií od 15.12.2012 do 31.3.2016

Licencia na územie: Povolený jazyk:

Slovenská republika slovenský - dabing

Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 24 hod.

Vysielacie práva: Terestriálne – Free TV práva exkluzívne

/vrátane basic cable, satelite/

Licenčný poplatok: 87.000,- EUR

Splatnosť licencie: 1.splátka vo výške 14.000,- EUR po podpise zmluvy k 30.11.2012 2.splátka vo výške 35.200,- EUR

po dodaní časti materiálov k 31.1.2013 3.splátka vo výške 37.800,- EUR

po dodaní materiálov k 31.3.2013 Podmienky dodania materiálu: následne po úhrade príslušnej splátky

Technické náklady za materiál: žiadne – materiál bude dodaný na

zapožičanie na 30 dní od dátumu odoslania.

Technické parametre materiálu: hard disk podľa špecifikácie odsúhlasenej

RTVS, dialógové listiny, propagačný material

Dátum dodania materiálu:

Prístup k jazykovým verziám:

Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:

za RETI TELEVISIVE ITALIANE S.p.A.

dohodnuté tituly budú dodané po úhrade príslušnej splátky na účet majiteľa licencií

Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS

uvedené v bode č.14 v časti zmluvy Standard Terms and Conditions

za RTVS

Xxx. Xxxxxx Xxxx generálny riaditeľ RTVS

Spracovala: X. Xxxxxxxxx V Bratislave, 31.10.2012

LICENSE AGREEMENT

Ref. [●]

This license agreement (“Agreement”) is made as of this [day]th day of [Month], [Year],

between

RETI TELEVISIVE ITALIANE S.p.A., a company subject to direction and coordination of Mediaset

S.p.A incorporated under the laws of Italy (Registration No. 06921720154, P.I. 03976881007 (V.A.T.), having its registered offices in Xxxxx xxx Xxxxxxxx 0, 00000 Xxxx, Xxxxx (“Licensor”)

and

ROZHLAS A TELEVIZIA SLOVENSKA , a company incorporated under the laws of Slovakia, having its registered office in Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxxxx, X.X.X. number: SK 2023169973 (“Licensee”)

(Licensor and Licensee are collectively referred to herein as “Parties”)

All capitalized terms not defined in this Agreement shall have the meaning set forth in the Standard Terms and Conditions (Exhibit A).

PRINCIPAL TERMS

Programs See Exhibit B

Licensed Rights

Free TV		yes	no	Simulcast Only	exclusive	non- exclusive
	Terrestrial	X		No	X
	Cable	X		No	X
	Satellite	X		No	X
	IPTV		X
	Internet		X
	Wireless		X
Free TV Catch Up
	IPTV		X
	Internet		X
	Wireless		X

Territory Slovakia.

Licensee’s Broadcasting Channels

Jednotka /STV1/ and Dvojka /STV2 in the Territory.

Licensed Language Slovak.

Dubbed [yes] Slovak.

Subtitled [no] Overvoiced [no]

Dubbing shall be made by Licensee at its sole expenses.

License Period 3 (three) years commencing upon the Availability Date.

Availability Date See Exhibit B.

Number of Runs 2 (two).

License Fee € 87.000,00 (eighty seven thousand Euros and 00/100), gross of any withholding tax.

Payment Terms 1) € 14.000,00 upon signature of this Agreement or, in any event, by and no later than November 30th 2012;

2) € 35.200,00 by and no later than January 31st 2013;

3) € 37,800,00 by and no later than March 31st 2013.

Materials Licensor shall deliver the Materials as detailed in the Material Technical Specifications (Exhibit C) by way of loan for a period of 30 (thirty) business days only. Upon expiration of such loan period, the Materials shall be immediately returned to Licensor.

Delivery Method Via direct airfreight, in accordance with separate shipping instructions set forth in the Material Technical Specifications (Exhibit C).

Delivery Date Materials shall be delivered by Licensor to Licensee as follows:

1) with respect to the Materials relating to the Program of Batch 1: as soon as practicable following receipt by Licensor of the first installment of the License Fee (i.e. € 14.000,00);

2) with respect to the Materials relating to the Programs of Batch 2: as soon as practicable following receipt by Licensor of the second installment of the License Fee (i.e. € 35.200,00);

3) with respect to the Materials relating to the Program of Batch 3: as soon as practicable following receipt by Licensor of the third installment of the License Fee (i.e. € 37.800,00).

Shipping Costs

Return Tapes on loan

Delivery Carrier

/Address:

Correspondence and contract to be sent to:

Delivery and return costs shall be borne by Licensee.

Xxxxxx Xxxxxxxxx – RTI SpA

e-mail: Xxxxxxxxx@xxxxxxxx.xx c/o Transor International s.r.l.

via Tivoli 18 - 00156 Rome - Italy email : xxxxxxx@xxx.xx

phone : x00 00 0000000

Xxxxxxx Xxxxxxx – RTI S.p.A.

e-mail: xxxxxxx.xxxxxxx@xxxxxxxx.xx xxx Xxxxxxx Xxxxxx, 000

00165 – Rome (Italy)

for ROZHLAS A TELEVIZIA SLOVENSKA:

Mrs. Xxxxxxxx Xxxxxxxxx

e-mail: xxxxxxxx.xxxxxxxxx@xxx.xx Xxxxx 0, 00000 Xxxxxxxxxx (Xxxxxxxx)

Tel: x000-0-00000000

Special Provisions Licensor, as exclusive owner, shall have - at all times and for the entire world as set forth under paragraph 6.4 of the Standard Terms and Conditions - the right to freely access to any dubbed material that Licensee may cause to be made or created in respect of each Program according to this Agreement, subject only to the reimbursement, in favour of Licensee, of the 50% (fifty) of the reasonable and documented dubbing costs borne by Licensee.

This Agreement consists of the Principal Terms, the attached Standard Terms and Conditions (Exhibit A) the List of Programs (Exhibit B), and the Material Technical Specifications (Exhibit C) all of which are incorporated herein by reference. In the event of any conflict between the Principal Terms and the Exhibits attached hereto, the provisions of these Principal Terms shall prevail.

Executed by the Parties as follows:

Licensee: Licensor:

ROZHLAS A TELEVIZIA SLOVENSKA

RETI TELEVISIVE ITALIANE S.P.A.

EXHIBIT A

STANDARD TERMS AND CONDITIONS

1. DEFINITIONS

The following terms shall have the following meanings when used in this Agreement:

Ancillary means Airline, Ship and Hotel exploitation of the Program.

Airline means exploitation of the Program only for direct exhibition in airplanes that are operated by an airline flying the flag of any country in the Territory, but excluding airlines that are serviced in the Territory but do not fly the flag of a country in the Territory.

Ship means exploitation of the Program only for direct exhibition in sea or ocean going vessels, that are operated by a shipping line flying the flag of any country in the Territory, but excluding shipping lines that are serviced in the Territory but do not fly the flag of a country in the Territory.

Hotel means exploitation of the Program only for direct exhibition in hotels, motels, apartment complexes, co-operatives or condominium projects, by means of closed-circuit television systems where the telecast originates within or in the immediate vicinity of such living places.

Cinematic means Theatrical, Non-Theatrical and Public Video exploitation of the Program.

Theatrical means exploitation of the Program only for direct exhibition in conventional or drive-in theatres, licensed as such in the place where the exhibition occurs, which are open to the general public on a regularly scheduled basis and which charge an admission fee to view the Program.

Non-Theatrical means exploitation of a copy of the Program only for direct exhibition before an audience by and at the facilities of either organizations not primarily engaged in the business of exhibiting programs, such as in educational organizations, churches, restaurants, bars, clubs, trains, libraries, Red Cross facilities, oil rigs and oil fields, or by and at the facilities of governmental bodies such as in embassies, military bases, military vessels, and other governmental facilities flying the flag of the licensed territory. By way of clarification but not limitation, Non-Theatrical does not include Commercial Video, Public Video, Airline, Ship or Hotel exploitation.

Public Video means the exploitation of the Program in a Home Video form only for direct exhibition before an audience by and at the facilities of organizations not primarily engaged in the business of exhibiting programs.

Cable means the transmission by means of coaxial or fiber-optic cable intended for reception on a television receiver.

Claim means any claim, suit, damage, liabilities, expense or counsel fees suffered, incurred or to be incurred by either Party arising from any breach of any term and condition of this Agreement.

Electronic Sell Through (EST)

Force Majeure Event

means the electronic transmission of the Program for a separate material and incremental fee on a per transaction basis from which transmission the viewer is authorized to create and retain a permanent copy of the Program or to access the Program in such way that permits the viewer unlimited future retrieval and viewing of the Program.

means any cause, circumstance, act or omission of any kind whatsoever beyond the reasonable control of either Party which results in the failure, delay, interruption or non-performance of the respective Parties’ obligations hereunder including but not limited to acts of God, strikes or other labor disturbance, governmental action, regulation or decrees, interruption and/or failure of utilities services, breach of contract by any essential personnel, disruption or damage to any production broadcasting, receiving or transmitting equipment or facilities used by Licensee.

Free Television means the exhibition of the Program on a linear programming service or channel without any charge (other than fees charged by a governmental agency on those who operate TV sets and/or fees charged for the utilization of any devices that may be necessary for viewing) being made to the viewer.

Free TV Catch Up means the exhibition of the Program (or relevant episode thereof) via the permitted means of delivery for a period of 7 (seven) days from the relevant Free TV transmission, on a free on demand service operated by Licensee in the Territory, for the sole purpose of permitting the viewers to select and watch the Program at a later time after such transmission. It is hereby understood that the Program (or relevant episode thereof) shall be delivered via streaming and/or temporary download only and that no permanent storage shall be permitted, provided that in the case of delivery of the to Free TV Catch-Up service via the Internet (i) such exhibition shall made available only in standard definition (i.e., with a resolution that does not exceed 576 vertical x 720 horizontal) and not in high definition; and (ii) such exhibition shall incorporate current geo-filtering technologies.

Free On Demand (FOD)

means the digital delivery of the Program on an on-demand basis whereby no separate fee is charged to recipients for the privilege of having the ability to view the Program; FOD includes Advertiser-funded Video on Demand (AVOD) which shall mean a FOD service entirely supported by advertising or sponsorship.

Home Video means the distribution of the Program for sale or rental via any sale channel (including but not limited to kiosk, large retailers, door to door) in the form of DVD, VHS, Laser Disk, CD-Rom, HD DVD, Blue Ray, UMD, for non- public viewing within a private living place where no admission fee is charged for such privilege.

Internet means the open, worldwide, cross platform network commonly know as the World Wide Web and/or any successor or alternative networks thereto (whether now know or hereafter devised) or any part thereof which may be accessed by the Hyper Text Transport Protocol suite and/or any successor protocol thereto (whether now know or hereafter devised).

IPTV means an encrypted data transmission system that delivers the Program directly via copper wire and/or fiber optic cable to television sets in the Territory using the Internet Protocol but, for clarity, not accessible from the Internet at large, by way of a broadband connection that requires a set top box programmed with software to allow viewer requests to access media sources.

License Period means the period, commencing on the Availability Date, during which Licensee shall be entitled to exercise the Licensed Rights in respect of the Program.

Merchandising means the exploitation of tangible goods that are based on or utilize names, titles, characters or likenesses or characteristics of artists in their roles in the Program or of physical materials appearing in or used for the Program, that are made available to public for sale or trade.

Pay Television means Basic Pay Television and/or Premium Pay Television.

Basic Pay Television means that mode of programming distribution by which a programming service or channel is delivered for exhibition in encrypted form to subscribers upon their payment of monthly or other regular subscription and/or access fees charged for the first or lower tier(s) of service (including a tier which is required to be purchased or accessed before access to other television service is permitted) containing such service or channel where such service or channel is not capable of being subscribed for on an individual basis.

Premium Pay Television means that mode of programming distribution, in encrypted form, by which a premium pay programming service or channel may only be intelligibly received upon payment of a subscription fee by subscribers for receipt of such service or channel and where the service or channel is capable of being subscribed for on an individual basis and/or includes premium content such as sports and movies.

Pay TV Catch Up means the exhibition of the Program on an on-demand basis via the permitted means of delivery which exhibition meets, in each case, all of the following requirements: (i) it occurs only during a period lasting no more than 7 (seven) days after the premiere linear Pay Television exhibition; (ii) the service providing such exhibition shall be delivered solely by encrypted streaming from servers located in the Territory; (iii) such exhibition shall only be available to authorized recipients of the applicable Pay Television Service;

(iv) the Program shall not be capable of being legally copied or retained by the viewer by means of downloading to hard drive, flash drive, optical disc or other storage technology of any kind or nature, or being retransmitted or redistributed by the viewer provided that in respect of a Pay TV Catch-Up service delivered via the Internet (A) such exhibition shall made available only in standard definition (i.e., with a resolution that does not exceed 576 vertical x 720 horizontal) and not in high definition; and (B) such exhibition shall incorporate current geo-filtering technologies.

Pay Per View (PPV)

means the transmission of the Program in respect of which a separate fee is charged for the viewing of a single exhibition of such Program, at a time designated solely by the broadcaster. PPV includes Near Video On Demand which means multiple regularly scheduled transmissions of the Program in a short time period.

Program means the motion picture(s) or TV movie(s) or other audiovisual work(s) identified in the Principal Terms and listed in Exhibit B attached hereto including all credits and copyright notices.

Publishing means the exploitation of printed publications (including without limitation, books, magazines, newspapers, booklets, pamphlets, flyers, etc.) based on or utilizing the Program or any element thereof, including without limitation artwork, logos, titles or photographic stills, etc., that are made available to public for sale or trade.

Publicity Materials means any biographical notes, press releases, audio and/or audio-visual material or photographs relating to the Program and cast, authors, composers, artists and other principal persons connected with the production of the Program as made available by Licensor.

Run means any exhibition of the Program, in whole or substantial part (i.e. more than 50%), provided that two (2) transmissions within one 24-hours period shall be deemed one (1) Run.

Satellite means the transmission via up-link directly to a satellite and its down-link transmission to a terrestrial satellite reception dish for the purpose of viewing on a television receiver which is located in the immediate vicinity of the reception dish on the basis that (i) in each case the signal shall originate in the Territory and be intelligibly receivable solely within the Territory, without any other device for viewing on a domestic television set (other than a set top box which is distributed only within the Territory for receipt of such satellite transmission), and shall not be intended for reception outside the Territory, provided that unavoidable and incidental overspill of satellite transmission shall not constitute a breach of this Agreement.

Simulcast Only means the simultaneous, identical, and unaltered retransmission in a linear manner of Licensee’s linear programming services or channels in the Territory only. There shall be no additional charge to the viewer to receive the retransmission of such services or channels save for the charge to access the lowest tier or universal tier of the relevant platform.

Subscription Video On Demand (SVOD)

means the encrypted digital delivery of the Program on an on 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.

Terrestrial means analog with simultaneous unaltered digital and/or digital-only broadcasting in the Territory, over-the-air by VHF-UHF frequencies, intended for reception on a television receiver.

Transactional Video On Demand (TVOD)

means the transmission of a means the encrypted digital delivery of the Program on an on demand basis, upon payment of a per-program, per-exhibition fee that permits the viewer to view the Program at a time chosen entirely at his/her discretion without reference to a schedule of viewing times pre-established by the service provider and to stop and start, pause, fast-forward and rewind (or any of these functionalities) the exhibition of the Program.

Wireless means the transmission or retransmission in whole or in part of audio and/or visual signals by wireless network integrated through the use of any protocol now know or hereafter in existence, including, without limitation, the Wireless Application Protocol, 2G, 3G, DVB-H, DMB, wi-Fi, wi-Max or any successor or similar technology for display on any viewing device (including without limitation, personal digital assistants, mobile phones, pager or other hand held devices) which is capable of wirelessly sending and/or receiving voice and/or audio and/or data and/or video communication.

2. RIGHTS

2.1 Subject to timely payment of the License Fee to Licensor and subject to Licensee’s satisfactory performance of all other obligations under this Agreement, Licensor grants to Licensee the Licensed Rights throughout the Territory in the Licensed Language during the License Period for the number of Runs authorised in the Principal Terms. All rights not expressly licensed to Licensee in this Agreement are reserved to Licensor.

2.2 The inclusion of provisions in this Agreement for any rights not specifically licensed to Licensee is for ease of drafting only. Their inclusion does not grant to Licensee explicitly or by implication any rights not specifically licensed in this Agreement.

2.3It is hereby agreed and understood that nothing shall prevent Licensor from authorizing the exhibition of the Program in the Italian Language, in the Territory during Licensee’s License Period, by any and all means of television distribution, on a channel in which Mediaset or any direct or indirect wholly-owned subsidiary has direct operating control.

3. LICENSE FEE

3.1 In consideration of the Licensed Rights, Licensee shall pay to Licensor the License Fee as set forth in the Principal Terms.

The time within which Licensee is required to make payments hereunder is of the essence of this Agreement and any failure or delay in making such payments will constitute a material default hereunder.

3.2 Licensee agrees and confirms that the License Fee payable under this Agreement shall e made without any deduction whatsoever. Licensee hereby covenants and agrees to pay, without limitation, any and all taxes, including any withholding taxes, if due, levies or charges (however denominated) imposed, levied or assessed by any statute, law, rule or regulation now in effect or hereafter enacted on or otherwise in respect of the Program, any Materials relating thereto, or any right or privilege to use the same, or any receipts, fees, charges, monies or other sums received or payable in connection with the exhibition and/or exploitation thereof whether or not billed to, or demanded of, Licensor. Licensee may deduct from the License Fee payable hereunder withholding taxes due under double taxation treaties and paid to a government authority by Licensee on Licensor’s behalf, only if such taxes are levied in accordance with the income tax laws of the government authority to which the taxes are payable. Licensor shall provide Licensee with the appropriate tax declaration giving evidence of its fiscal residence, as required by the applicable double taxation treaty.

3.3 Without prejudice of paragraph 3.1 above, in case of delay of payment of the License Fee and/or any other sum due to Licensor, the payments past due from Licensee to Licensor hereunder will automatically accrue an interest of 5% above the EURIBOR rate published by the European Bank.

3.4 For the avoidance of doubt, in the event that Licensee interrupts and/or suspends the exhibition of the Program due to programming reasons and consequently requests Licensor to suspend delivery of the relevant Materials, the full License Fee in respect of such Program

shall be entirely due and payable regardless of whether or not Licensee decides to broadcast such Program or any episode thereof.

4. MATERIALS

4.1 Within 30 (thirty) days of payment of the License Fee (or the first instalment thereof, if so indicated in the Principal Terms), Licensor shall deliver the Materials on loan to Licensee. Any shipping costs, charges or expenses (including, but not limited to, risk of loss, insurance, taxes, customs clearance, shipping and forwarding charges) shall be borne by Licensee. If the Materials are lost, stolen, destroyed or damaged after delivery by Licensor to a shipping agent and before arrival at its destination, Licensee shall provide to Licensor and/or execute any document requested by Licensor certifying such loss, theft, destruction, or damage and all details known to Licensee relating to such occurrence, and Licensor shall make and deliver to Licensee a replacement copy of the Materials at Licensee’s expense.

4.2 Licensee shall examine the Materials, and shall have 30 (thirty) days of receipt thereof to notify Licensor (if necessary) that such Materials do not technically comply with commercial industry standards. In such event, Licensor shall use reasonable efforts to provide replacement Materials within 30 (thirty) days. However, if Licensor determines that it is not practicable to create a replacement copy of the Materials which meets the required standards, Licensor may elect to withdraw the Program and Licensee shall have the right to select a substitute program. In the event the Parties are unable to agree upon a comparable substitute program, or there is no comparable substitute program available, the License Fee paid by Licensee respecting such withdrawn Program shall be credited or refunded to Licensee.

4.3 The Materials shall be returned to Licensor no later than 30 (thirty) days after the end of the License Period (unless otherwise indicated in the Principal Terms) at Licensee's expense in the same condition in which they were received, failing which Licensee shall reimburse Licensor the actual cost of replacement of the Materials. If the Parties enter into a written agreement that the Materials may be destroyed, Licensee may also destroy the Materials and provide a certificate of erasure, together with a statement that no other copies are in its possession and/or control, no later than 60 (sixty) days after the end of the License Period. Title in and to the Materials of or relating to the Program, including any advertising and Publicity Materials, provided to Licensee hereunder is vested and shall remain in Licensor, and title in and to any dubbed or subtitled version of the Materials or any materials of or relating to the Program or its advertising and its promotion created by, for or at the request of Licensee and all rights therein, including (but not limited to) copyrights, rights of use and other rights of exploitation and all neighboring and connecting rights shall, to the fullest extent possible under applicable laws, vest and remain in and are hereby assigned to Licensor.

5. NO CROSS COLLATERALIZATION

No cross-collateralization shall be allowed, therefore (i) no revenues or expenses associated with the Program shall be cross-collateralized by Licensee with any revenues or expenses associated with any other program licensed by Licensor to Licensee and (ii) there shall be no crossing between the Licensed Rights in the Program.

6. DUBBING, SUB-TITLING AND EDITING

6.1 The Program shall be exhibited by Licensee in its original continuity, without changes, alterations, interpolations, cuts or eliminations. Licensee shall not act in a manner which may adversely affect the artistic or pictorial quality of the Program or damage the Program or materially interfere with its continuity and shall not delete any copyright or trademark notice or credits incorporated in the Program as delivered by Licensor.

6.2 Notwithstanding anything to the contrary contained above, subject to terms and conditions of this Agreement and to the written prior approval of Licensor, Licensee may edit the Program, at its sole costs and expenses, for the following purposes only:

a) to add a title in a foreign language, which title shall be subject to the prior written approval of Licensor and registered under Licensor’s name;

b) to make those minor modifications strictly necessary for technical and programming reasons;

c) to make changes required to secure approval by duly authorised censorship authorities;

d) to dub or subtitle the Program in the Licensed Language(s) as set forth in the Principal Terms. In any event, Licensee shall ensure that the dubbing and/or subtitling of the Program is carried out to the highest possible standard and shall be subject to arrangements with third parties involved with such Program, provided that any restrictions shall be duly notified by Licensor to Licensee;

e) to insert broadcast advertisements in accordance with local media laws and regulations.

6.3 In no event shall any credit, trademark, trade name, symbol or copyright notice be eliminated or altered.

6.4 At all times, Licensor shall have unencumbered access, without cost (except laboratory’s costs) to:

(a) any subtitled or subtitling materials (including main and end title credits) and any dubbed or dubbing material, of whatever character, in all gauges and formats, which Licensee may cause to be made or created in respect of the Program or any trailer thereof, including without limitation any and all materials held by any laboratory or sound house; and

(b) any edited versions of the Program or any trailer thereof which Licensee may cause to be made or created; and

(c) any trailers of the Program which Licensee may cause to be created, and if the Licensor or its nominees shall require any copies of the materials mentioned above, the Licensee shall cause such copies to be supplied to the Licensor and its nominees.

6.5 The services of all persons in and in connection with the dubbing and subtitling of the Program shall be paid for in full by Licensee and there shall be no restrictions on any further use of such services whatsoever, nor shall there be any further payments due to any person for any such further use whatsoever.

6.6 Licensee shall indemnify and hold Licensor harmless from any Claims arising out of or in connection with any alteration, cut or modification of the Program, including the dubbing or subtitling of the Program and/or arising directly or indirectly from any breach or non performance of the provisions contained in this Paragraph 6.

7. CREDITS, ADVERTISING AND PROMOTION

7.1 Licensee shall have the right to utilize the Publicity Materials, any trademarks, photographs, stills, behind the scenes, B-rolls, making offs, as made available by Licensor, excerpts of and from the Program provided that such excerpts shall not exceed 2 (two) minutes in length unless specifically authorized by Licensor in writing, and the name, biography and likeness of cast, authors, composers, artists, and other principal persons connected with the production of the Program solely to publicize, advertise, market and/or promote the upcoming exhibition of the applicable Program.

7.2 Licensee shall avoid any alteration of the main and/or end titles of the Program and shall strictly adhere to any credit schedule supplied by Licensor in all advertising and promotion of the Program. Licensee shall also comply with any other specific contractual restriction by directors, actors and authors and other principal persons connected with the production of the Program as notified by Licensor.

7.3 Licensee may use excerpts or clips from the Program - not exceeding 2 (two) minutes in length - for promotional purposes in connection with the broadcast and promotion of the Program only, and any deviation therefrom shall be subject to Licensor’s previous written approval.

8. PERFORMING RIGHTS SOCIETIES

Licensor makes no representation or warranty with respect to the use of any music contained in the Program.

In exercising the Licensed Rights for the Program, Licensee shall be responsible, and bear any expense or burden, for clearing all music rights with respect to any music contained in the Program and/or in any excerpts thereof with the local performing society, collecting societies and/or the owner, as applicable (including payment to the local collecting societies and its respective affiliates of any and all license fees for the public performance in the Territory of the musical works and sound recordings embodied in the Program as specified in the music cue sheet delivered by Licensor to Licensee).

9. REPRESENTATIONS AND WARRANTIES

9.1 Licensor represents and warrants that it has the power and authority to enter into this Agreement and to perform all of its duties and obligations hereunder.

9.2 Licensee represents and warrants that it has the power and authority to enter into this Agreement and to perform all its duties and obligations hereunder and that it is under no contractual or other legal obligation which shall in any way interfere with its full, prompt and complete performance hereunder.

9.3 Licensee represents and warrants that it shall exercise the rights granted hereunder in accordance with the terms and conditions set forth in this Agreement, and that shall indemnify and hold Licensor, its officers and directors and its parent, subsidiaries and affiliates, harmless from any and all Claims, arising from (a) any breach of any provisions of this Agreement by Licensee; or (b) the exhibition of the Program or the exercise of any rights or privileges granted herein in any way which violates any statutes, laws, or regulations of any government or governmental authority in the Territory; or (c) the infringement upon or violation of any rights of a third party including without limitation any copyright, trade name, trademark, service mark, literary or dramatic right, right-of- privacy, right of publicity or contractual right of any person or constituting any libel or slander of any person or violating any law due to Licensee’s edit of any Program, use of any promotional and advertising materials (other than use of such promotional and advertising materials as delivered by Licensor, and in accordance with the Agreement) or the insertion of unauthorised commercial material; or (d) the exhibition of the Program outside of the Territory (except for unavoidable and incidental overspill).

10. FORCE MAJEURE

10.1 If either Party to this Agreement is affected by any Force Majeure Event, it shall notify the other Party of the nature and extent thereof. Neither Party shall be liable to the other for the failure or the delay to perform its obligations hereunder by reason of a Force Majeure Event. At the mutual agreement of the Parties, the License Period may thereafter be extended for a period equal to the period of the delay caused by such conditions. If a Force Majeure Event continues for more than sixty (60) days, the Parties shall enter into bona fide discussions with a view to alleviate its effects or to agree upon such alternative arrangements as may be fair and reasonable, provided that if no alternative arrangement is made, the Party not affected by the Force Majeure Event may terminate this Agreement in respect of any affected Program upon prior written notice to the other Party.

10.2 In the event of a termination pursuant to this Paragraph, Xxxxxxxx agrees that Licensee

shall pay a prorated portion of the License Fee based on the Runs taken prior to the date of termination or on the remaining License Period at the date of termination or a combination of both.

11. TERMINATION

11.1 This Agreement shall terminate automatically with immediate effect, without prejudice to any of Licensor’s other rights and remedies, in the following circumstances:

(a) Licensee fails to make full payment to Licensor of the License Fee or any other payment due under this Agreement, and fails to cure such default within seven (7) days after Licensor’s written notice; or

(b) Licensee fails to perform any other of its obligations hereunder and fails to cure such default, where such failure is capable of remedy, within 15 (fifteen) days after delivery by Licensor of written notice; or, to the maximum extent permitted by the applicable law, if

(c) Licensee enters into a state of insolvency (including, without limitation, by the filing of a petition under any bankruptcy or similar act against such party, the appointment of a receiver for the assets of such party, or any other act of insolvency or winding up procedure).

11.2 In any of the events of termination pursuant to Paragraph 11.1 above, the Licensed Rights will automatically revert to Licensor and Licensor shall be entitled to retain and/or recover immediately from Licensee all payments due under this Agreement, together with applicable interest thereof, plus reasonable attorney’s fees and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions hereof.

12. CROSS DEFAULT

A default by Licensee under this Agreement shall, if Licensor so elects, also be deemed to be a default under any or all other agreements between Licensor and Licensee, and shall entitle Licensor to exercise any or all of the remedies set forth herein with respect to such other agreements. If Licensor so elects, any breach by Licensee or its affiliates of any other agreement between Licensee or its affiliates, and Licensor or its affiliates, which would constitute a default thereunder, shall be deemed a default under this Agreement and shall entitle Licensor to exercise any and all of the remedies set forth herein.

13. ANTI-PIRACY

If Licensee becomes aware of any infringement of any copyright or of any of the Licensed Rights in the Territory, Licensee shall immediately notify Licensor and Licensor shall take such steps as it may deem necessary by actions at law or otherwise in order to stop such piracy.

14. CONFIDENTIALITY

Both Parties agree that they shall not disclose the terms of this Agreement to any person, other than their respective officers, employees, accountants, lawyers or agents whose province is to know the same, without the other Party’s prior written consent, which consent shall not be unreasonably withheld, provided, however, that disclosures may be made (i) to the extent necessary to comply with government disclosure requirements or applicable laws and (ii) as may be necessary and appropriate in connection with the proper performance and enforcement of this Agreement.

15. ASSIGNMENT/SUBLICENSE

15.1 This Agreement is personal to Licensee who shall neither assign the benefit hereof nor grant any right herein in whole or in part nor sublicense any of its rights or obligations without the prior written consent of Licensor.

15.2 Licensor may freely assign, license, sublicense or transfer its rights or obligations under this Agreement in whole or in part.

16. ENTIRE AGREEMENT

This Agreement supersedes all previous agreements either oral or written relating to the subject matter hereof and sets out all the terms agreed between the Parties.

17. AMENDMENTS AND ALTERATIONS

Any amendment or alteration of this Agreement shall not be binding unless it is in writing and signed by an authorized signatory of each Party.

18. RELATIONSHIP OF PARTIES

Nothing herein contained shall create a joint venture or partnership between the Parties or constitute either Party the agent of the other.

19. SEVERABILITY

If any provision of this Agreement is held by any Court or other competent authority to be invalid, illegal or unenforceable in whole or in part, the other provisions of this Agreement and the remainder of the affected provision shall continue to be valid.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and when executed, separately or together, shall constitute one and the same Agreement.

21. NOTICES

All notices to be given hereunder shall be in writing and shall be sent by airmail or prepaid letter or legible facsimile at the respective address set forth above or at such other address as may be duly notified for such purpose from time to time with a copy to R.T.I. SpA International Sales Department to the attention of Mrs. Xxxxxxx Xxxxxxx, Xxx Xxxxxxx Xxxxxx 000, 00000 Xxxx, Xxxxx. Such notices shall be deemed to have been served if by pre-paid letter or airmail, seventy-two hours after posting and, if by facsimile, when dispatched.

22. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in all respect in accordance with the Italian law. Any dispute or Claim arising out of this Agreement, if not amicably settled, shall be submitted to the sole competence and jurisdiction of the Courts of Rome.

23. DATA PROTECTION

By signing the Agreement Licensee authorizes Licensor to the handling, communication and diffusion of its personal data. Licensee acknowledges that he has been duly informed of the above mentioned handling of his personal data pursuant to the Italian law n.196/2003 relevant to data protection.

24. CODE OF ETHICS AND COMPLIANCE MODEL

Licensee acknowledges that Licensor has adopted a code of ethics (the, “Code of Ethics”) and a compliance model established in accordance with the statutory requirements of the Legislative Decree No. 231/2001 (the, “Compliance Model”). Licensor’s Code of Ethics and Compliance Model are available for download in the corporate section of Licensor’s website at xxx.xxxxxxxx.xx. This Agreement binds Licensee to comply with the Code of Ethics and the Compliance Model and therefore Licensor shall have the right to terminate this Agreement in case of any material breach of the Code of Ethics and Compliance Model in force, and to obtain redress for possible damages suffered by Licensor.

Executed by the Parties as follows:

Licensee Licensor

ROZHLAS A TELEVIZIA SLOVENSKA

RETI TELEVISIVE ITALIANE S. p. A.

Pursuant to the articles 1341 and 1342 of Italian Civil Code, Licensee hereby declares its acceptance and agreement to the following Paragraphs of the Standard Terms and Conditions: 4 (Materials), 9 (Representations and warranties), 11 (Termination), 12 (Cross Default), 15 (Assignment/Sublicense), 22 (Governing Law and Jurisdiction), 23 (Data Protection), 24 (Code of Ethics and Compliance Model).

Agreed and accepted:

ROZHLAS A TELEVIZIA SLOVENSKA

EXHIBIT B LIST OF PROGRAMS

TITLE	LENGHT	COMM HRS	FEE/HR	LICENSE FEE	DIRECTOR	PROD YEAR	AVAILAB. DATE	END DATE
BATCH 1
THE CHARTERHOUSE OF PARMA	2x100'	4	€ 1.250,00	€ 5.000,00	C. Th Torrini	2012	15/12/2012	14/12/2015
THE CHOSEN	6x100'	12	€ 750,00	€ 9.000,00	A. Sweet	2010	01/01/2013	31/12/2015
BATCH 2
TUSCAN PASSION	12x80'	12	€ 1.850,00	€ 22.200,00	X. Xxxxxx	2011	01/03/2013	28/02/2016
ELISA 1	26x50'	26	€ 500,00	€ 13.000,00	C. Th Torrini	2002	01/03/2013	28/02/2016
				€ 35.200,00
BATCH 3
ELISA 2	13x100'	26	€ 500,00	€ 13.000,00	C. Th Torrini	2005	01/04/2013	31/03/2016
ELISA 3	8x100'	16	€ 500,00	€ 8.000,00	X. Xxxxxx	2007	01/04/2013	31/03/2016
MY DAUGHTERS 2	6x100'	12	€ 600,00	€ 7.200,00	V. Terraciano	2006	01/04/2013	31/03/2016
MY DAUGHTERS 3	8x100'	16	€ 600,00	€ 9.600,00	X. Xxxxx	2009	01/04/2013	31/03/2016
				€ 37.800,00
TOTAL LICENSE FEE				€ 87.000,00

EXHIBIT C

MATERIAL TECHNICAL SPECIFICATIONS

HARD DISK 3,5 inches with formatting NTFS (320 Gb) Video Files: SD Sony MXF IMX D10 50Mb, 25fps Audio Files: BWF (Broadcast Wave Format)

Italian version Dialogue Lists Music cue sheet

Promotional Materials as for availability

MATERIALS TO BE DELIVERED TO: ROZHLAS A TELEVIZIA SLOVENSKA:

Attn. Mr.Xxxxxx Xxxxxxx

e-mail: xxxxxx.xxxxxxx@xxx.xx Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxxxx

Tel: x000-0-00000000