Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Big Bang Media s.r.o Jarošova 1
831 03 Bratislava Slovenská republika IČO: 47 257 156
Zastúpená: Xxx Xxxxxx
konateľ
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: Hrané filmy 5 x á 100´ – 120´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 2 roky,
Rozsah licencií od 1.8.2016 do cca 30.4.2020
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - dabing
Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 72 hod.
Vysielacie práva: Terestriálne – Free TV práva simultánne šírenie káblovými rozvodmi a satelitom
Licenčný poplatok: 35.000,- EUR
Licenčný poplatok je dohodnutý bez DPH. K celkovej sume bude fakturovaná DPH podľa platných právnych predpisov
Splatnosť licencie: Úhrada celkovej sumy po podpise licenčnej zmluvy v dvoch splátkach nasledovne:
20% celkovej sumy po podpise zmluvy 80% celkovej zmluvy po dodaní materiálu a jeho technickej akceptácií nie neskôr ako k dátumu začatia licencie na každý jednotlivý titul.
Podmienky dodania materiálu:
Technické náklady za materiál:
Po podpise licenčnej zmluvy najneskôr
2 mesiace pred začiatkom licenčnej doby.
1.092,- EUR – technické náklady za vysielací materiál
1.818,- EUR - poplatok za použitie slovenskej jazykovej verzie k dvom titulom
Technické parametre materiálu:
Prístup k jazykovej verzií:
Materiál bude dodaný na hard disku podľa technickej špecifikácie RTVS, HD digital file 16:9, vrátane MMP. Originalne dialógové listiny.
povolený za 50% výrobných nákladov ustanovenie doplnené v bode 6 v časti zmluvy TV License Agreement
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za Big Bang Media s r.o. Xxx Xxxxxx
doplnené v bode Special provision v časti zmluvy „SCHEDULE“.
za RTVS Xxxxxx Xxxx
generálny riaditeľ
SCHEDULE to the License Agreement No. STV-01-2016 dated …… 2016 between Big Bang Media s.r.o., with registered office at Xxxxxxxx 0, Xxxxxxxxxx 000 00 Xxxxxxxx; Identification No.:47 257 156 (”Licensor”), Rozhlas a televízia Slovenska with registered office at Xxxxxxx xxxxxx , Xxxxxxxxxx 000 00 Xxxxxxxx; Identification No.: 47 232 480 (”Licensee”);
Upon and subject to timely payment of monies due to Licensor hereunder and Licensee's due performance of all other terms of this Agreement, Licensor licenses to Licensee, and Licensee accepts from Licensor, the Rights to Programs in the Territory for the Term identified below on all the terms and conditions of this Agreement.
S C H E D U L E No. STV-01-2016 dated ………2016
Programs / List of Titles:
Nr. | Title | License Period Start* | License Period End | License Fee (NET) |
1 | 12 YEARS A SLAVE | 01.05.2018 | 30.4.2020 | 7 000,00 EUR |
2 | BELLE & XXXXXXXXX | TBA 1Q 2017 | TBA + 2 years | 8 000,00 EUR |
3 | JOBS | 01.08.2016 | 31.07.2018 | 5 000,00 EUR |
4 | LINCOLN LAWYER | 01.08.2016 | 31.07.2018 | 9 000,00 EUR |
5 | WOLF OF WALL STREET, THE | 01.08.2016 | 31.07.2018 | 6 000,00 EUR |
*License Start Dates are subject to changes. Where TBA, license start subject to NOD (Notice of Delivery)
Territory: Slovakia
Authorized Channels: Jednotlka and Dvojka or newly launched channels owned and operated by Rozhlas a televízia Slovenska.
License Period: 2 Years. Licenses shall start with the “License Period Start” date according to the List of Titles and expire upon the licensed term as defined in the List of Titles or upon completion of the last permitted Run (per title) whichever occurs earlier.
Licensed Rights: Exclusive Free TV Rights.
Authorized Language: Slovak and Czech dubbed or subtitled. Notwithstanding the foregoing, Licensee may exhibit or cause the exhibition of the original language version, which includes the Slovak subtitles, for SAP (secondary audio programing) only, provided that (i) SAP of such original language version occurs via satellite in an encrypted format and (ii) in order to receive such original SAP viewer must take an independent action to switch the audio from the authorized language version to the original version and (iii) the authorized language version and the original language version shall be broadcast simultaneously.
Number of Telecasts
per Program: 2 runs
One run means: one (1) exhibition of each Program on the Authorized Channels, including two (2) quick repeats after the exhibition of each Program providing that such repeats are within seventy two (72) hours of such exhibition.
Material: SD digital file (16/9, 25FPS, inclusive 2.0 M&E) – free of charge SD digibeta (16/9, 25FPS, inclusive 2.0 M&E) – free of charge HD digital file (16/9, 25FPS, inclusive 2.0 M&E) – 273 EUR NET, M&E file 5.1 – 136 EUR NET
Dialogue script, cue sheets
Total amount of technical material costs: 1092,-EUR
Delivery of materials is processed and technical fee is issued by Big Bang Media Kft., Xxxxx xxxx 00. 0xx Xxxxx 0000 Xxxxxxxx, XX VAT no. : HU23346121
Dubbing Version: Upon request and subject to availability Licensor shall provide Licensee the Slovak or Czech Dubbing Version for one-off technical access fee of 1818 EUR per titles 12 Years a Slave and Lincoln Lawyer.
License Fee: Total Amount of Licensed Rights is EUR 35 000, - NET (three-five-zero-zero-zero) individually specified for each Program in the List of Titles. The License Fees referred herein is not including the VAT. To the each invoiced License Fee shall be added the VAT calculated in the amount according to the respective VAT legislation.
Payment Terms: Unless the Parties agreed otherwise, The License Fee according to this Agreement shall be paid to the LICENSOR in EUR based on the invoice issued by the LICENSOR and duly delivered to the LICENSEE at least thirty (30) Business Days before the respective Due Date determined as follows:
The License Fee is payable as follows:
(i) 20 % down payment of License Fee in the amount of EUR 7 000,- (seven- zero -zero -zero) NET shall be paid upon the signature,
(ii) 80 % of License Fee in the amount EUR 28 000 (twenty-eight-zero-zero- zero) NET shall be paid partially as the amount 80 % of Individual FTV Rights Fee payable no later than the License Period Start of respective Title.
Delivery of materials: Licensor shall deliver materials to the following address :
Rozhlas a televízia Slovenska Odbor Akvizícií
Mlynská dolina 845 45 Bratislava
Contact person: Xxxx Xxx, e-mail: xxxx.xxx@xxxx.xx
Delivery of invoices: Licensor shall deliver all invoices to Xxxxxxxx Xxxxxxxxx, e-mail xxxxxxxx.xxxxxxxxx@xxxx.xx
Special provision:
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended and § 5 a) 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 Agreement via Central Register of Contracts of the Government Office of Slovak Republic in its full wording.
This Schedule form an inseparable part of the Agreement. Should any discrepancy in interpretation between Schedule and Agreement arise; the provisions referred in Schedule shall prevail over the conditions referred in the Agreement.
Licensor: Licensee:
Big Bang Media s.r.o. Rozhlas a televízia Slovenska
_ _ _
By: Xxx Xxxxxx By: Xxxxxx Xxxx
Its: Authorized Signatory Its: Authorized Signatory
TV LICENSE AGREEMENT No. STV-01-2016
This AGREEMENT is made as of ………., 2016, by and between Big Bang Media s.r.o., with registered office at Xxxxxxxx 0, Xxxxxxxxxx 000 00 Xxxxxxxx; Identification No.:47 257 156 (”LICENSOR”), and Rozhlas a televízia Slovenska with registered office at Xxxxxxx xxxxxx , Xxxxxxxxxx 000 00 Xxxxxxxx; Identification No.: 47 232 480 (”Licensee”);
Upon individual agreement(s), Licensee will acquire from LICENSOR license(s) to make Telecast(s) as defined in this Agreement (referred to individually as a “Telecast” and collectively as the “Telecasts”) with respect to certain Programs. For each such licensing transaction the Parties will execute a Schedule (collectively referred to herein as “Schedule”) which contains the terms agreed by the Parties with respect to the license of the particular Program(s). In order to create a framework of general terms applicable to each such license, the Parties enter into this Agreement. The terms and provisions in this Agreement supplement each Schedule into which this Agreement is incorporated by reference as if fully set forth therein. Subject to execution by the Parties of the applicable Schedule and LICENSOR’s receipt of payment of the License Fee for the Program(s), LICENSOR grants to Licensee, and Licensee accepts, a license in and to the applicable Program(s) to make the Telecast(s) set forth in the applicable Schedule in accordance with the provisions therein and subject to the terms of this Agreement. Defined terms in this Agreement shall have the same meaning when used in the Schedule.
A. DEFINITIONS:
1. "Program": The motion picture, television series or mini-series (as applicable) identified by working title in Section Program(s)/List of Titles in the individual Schedule.
2. "Territory": Slovakia
3. "License Period": The period of time during which Licensee may make the number of Telecast(s) authorized in the Schedule. The License Period for the Program(s) starts on the date(s) set forth in the Schedule and ends on the earlier of: (a) the date on which the last Telecast of the Program(s) authorized in the Schedule occurs; or (b) the end date of the License Period for the Program(s) set forth in the Schedule. If this Agreement or the license granted to Licensee with respect to the Program(s) is terminated pursuant to Section B. 4 hereof, the License Period automatically ends on the date of such termination.
LICENSOR shall deliver to Licensee Notice of availability for respective PROGRAM from Schedule no later than two months before LICENSE PERIOD starts.
4. "License Fee": The payment(s) payable by Licensee in consideration of the rights granted under this Agreement which shall be made in strict accordance with the Payment Terms in the Schedule. Licensee acknowledges that the License Fee for each Program was negotiated separately. All License Fees referred in this AGREEMENT are not including the VAT. To the each invoiced License Fee shall be added the VAT calculated in the amount according to the respective VAT legislation.
5. "Holdback": intentionally deleted
6. "Authorized Language(s))": Licensee shall have the non-exclusive right to dub and/or subtitle the Program(s) in the Slovak and Czech language only (the "Foreign Version(s)") provided that such Foreign Version(s) will be identical in translation to the original soundtracks and will not distort or misrepresent any material contained therein in any way. Licensee shall obtain all necessary rights and clearances and shall buy out any and all obligations in all media in perpetuity with respect to any person or entity which has any rights or renders any services in connection with the creation and use of any Foreign Version(s). Licensee shall furnish LICENSOR with a Digital recording of the Program(s) containing the Foreign Version(s) upon request for 50% of the real dubbing costs per Program.
7. "Licensed Rights":
i. Free TV Rights: Defined as a standard, unencrypted terrestrial free over-the-air analog or digital television transmission to the public by a television channel located within the License Territory. The Telecast Rights also include (re-)transmission via cable, satellite, IPTV and DTT provided that such transmission is encrypted and no fee is charged other than applicable fees charged to the viewers by governmental agency or the minimum monthly fee charged by the cable/satellite/IPTV or DTT network operator for the access to certain television channels.
8. "Reserved Rights": LICENSOR specifically reserves all rights not expressly granted to Licensee as part of the Licensed Rights pursuant to this Agreement or the Schedules.
B. GENERAL TERMS AND CONDITIONS
1. USE OF PROGRAM(S).
(a) Licensee shall not make, authorize or permit any use of any Program and/or any “recording” (as hereinafter defined) thereof other than the Telecast use specified in the Schedule and Section A.7. above. Licensee shall not commit any act which may impair the copyright in any Program or LICENSOR’s title to any recording thereof. As used herein, the term “recording” means any recording of a Program whether made on videotape (both reel to reel and cassette form), film or disk or in any other manner.
(b) Licensee shall not telecast any Program until it has obtained any and all licenses or other permissions which may be required by any governmental body having jurisdiction in the Territory.
(c) Licensee shall not Telecast any Program in violation of any restrictions set forth in this agreement and/or any other third party restrictions of which Licensee is advised by LICENSOR.
(d) Licensee shall have the exclusive Telecast rights to the Program(s) in the Authorized Language throughout the Territory during the License Period, provided that LICENSOR reserves the right to exhibit and/or license to any third party for exhibition excerpts of any Program (not exceeding fifteen
(15) minutes in length) in the Authorized Language in the Territory during the License Period.
(e) Licensee will ensure that any Telecast of the Program(s) via satellite transmission is encrypted to prevent reception of such Telecast outside the Territory.
2. PAYMENT / INTEREST CHARGES FOR LATE PAYMENT. For all rights granted herein Licensee shall pay to LICENSOR (in the currency set forth in the Schedule) the License Fee specified in the Schedule on the dates / events set forth therein. Until further notice from LICENSOR, Licensee shall make all such payments to XXXXXXXXXXXXXXXX IBAN: XXXXXXXXXX, XXXXX Swift (BIC): XXXXXX. Timely payment of all amounts due LICENSOR is of the essence of this Agreement. Licensee’s failure to make any payment when due shall constitute a material breach of this Agreement, unless such non-payment is a result of action or inaction on LICENSOR’s part (such as, but not limited to, non-delivery or late delivery of an invoice, or delivery of an invoice, which is incomplete or otherwise defective), in which case Licensee’s shall not be considered in breach of this Agreement. Licensee’s failure to Telecast any Program shall not reduce the License Fee. Without limiting LICENSOR’s remedies set forth in Paragraph 4(a), Licensee shall pay LICENSOR interest compounded daily on any and all late payments calculated at the lesser of five base points over the prime rate of the European Central Bank (“EURIBOR+5”). Such interest shall begin on the day such payment becomes due and shall continue through and including the date LICENSOR actually receives full payment including the applicable interest thereon. In case Licensee’s late payment is a direct result of action or inaction on LICENSOR’s side, such as failure to deliver respective invoices in a timely manner, or delivered invoices not containing all required information as per this Agreement, Licensee shall not bear the interest for late payment.
3. DELIVERY AND RETURN OF MATERIAL.
(a) With respect to each Program (as specified in the Schedule):
(i) LICENSOR will deliver to Licensee at the address specified on page 1 hereof or such other address as LICENSOR and Licensee may agree upon, transportation and insurance charges collect: one (1) recording of the Program(s) in the form prescribed in the Schedule no later than two
(2) months before the start of the Program(s) respective License Period(s). If any recording has not reached Licensee at least one (1) month prior to the start of its License Period, Licensee shall immediately notify LICENSOR in writing. If Licensee so notifies LICENSOR and LICENSOR shall not readily deliver to Licensee, prepaid, a replacement recording of the same Program, or a substitute Program, which Licensee explicitly accepts, at its complete discretion, instead of the original Program,, such Telecast shall be deemed an “Eliminated Telecast.”
(ii) Licensee will examine each recording immediately upon receipt thereof and will within thirty (30) days notify LICENSOR by email if such recording is technically defective for Telecasting by customary industry standards, or is otherwise not in accordance with the provisions of this Agreement. If Licensee so notifies LICENSOR and LICENSOR shall not deliver to Licensee, prepaid, a replacement recording of the same Program or a substitute Program, which Licensee explicitly accepts, at its complete discretion, instead of the original Program, such Telecast shall be deemed an “Eliminated Telecast.” Licensee’s failure to give LICENSOR such notice with respect to each recording within thirty (30) days after Licensee’s receipt thereof or Licensee’s initial Telecast of the Program, whichever occurs first, shall be deemed Licensee’s irrevocable acknowledgment that such recording is satisfactory in all respects.
(iii) Immediately following the last authorized Telecast of any Program hereunder, Licensee shall erase or destroy any and all recordings of such Program and shall thereafter furnish certified evidence of such erasure or destruction satisfactory to LICENSOR. At LICENSOR’s explicit request, however, Licensee shall return all recordings prepaid, insured and free domicile, to the address specified below (or such other address as LICENSOR may specify to Licensee), in substantially the same condition as received by Licensee (normal wear and tear excepted) within thirty (30) days after the expiration of the License Period or after the last licensed Telecast of the
Program or immediately upon the termination of this Agreement with respect to the applicable Program(s) or its suspension pursuant to Paragraph 4(a), whichever of the foregoing occurs first.
Licensee shall return all recordings to the address of Licensor at: Xxxxxxxx 0, 000 00 Xxxxxxxxxx,
Slovakia
(b) LICENSOR shall have the right to suspend delivery of material for any Program in a given Schedule until Licensee has fully paid all outstanding installments due under such Schedule, unless Licensee’s failure to pay said installments is a result of action or inaction on LICENSOR’s part (such as, but not limited to, non-delivery or late delivery of an invoice, or delivery of an invoice, which is incomplete or otherwise defective), in which case LICENSOR has no right to suspend delivery of material
(c) LICENSOR shall deliver to Licensee music cue sheets for each Program. Licensee will report to the applicable music rights society in the Territory on behalf of LICENSOR, all titles and publishers of all music compositions contained in each such Program prior to the Telecast of such Program.
4. TERMINATION.
(a) If Licensee fails or refuses to perform any of Licensee’s obligations hereunder (including, without limitation, any failure, even after written notification of Licensor to pay, on the part of Licensee to make timely payment of any monies due LICENSOR hereunder or under the Schedule(s), unless such failure is a direct result of action or inaction on LICENSOR’s part), or if Licensee fails to pay its debts as they become due, or if at any time a voluntary petition in bankruptcy shall be filed by Licensee, or if at any time an involuntary petition in bankruptcy shall be filed against Licensee, or if Licensee shall take advantage of any insolvency law, or if a receiver or trustee of any of Licensee’s property shall be appointed at any time and such appointment shall not be vacated within thirty (30) days thereafter (which events are herein individually called a “termination event” and collectively called “termination events”), then, at the option of LICENSOR, exercisable upon notice given to Licensee (and without waiving any other right LICENSOR may have under this Agreement or under Slovakian law) all monies then due, or to become due (including interest as set forth in paragraph 2), to LICENSOR hereunder shall become immediately due and payable. During the continuance of any such termination event, LICENSOR may, at its option, suspend delivery of any or all Program(s), and, whether or not LICENSOR shall have exercised such suspension right, terminate the license granted to Licensee with respect to the Program(s) to which the termination event applies or terminate this Agreement effective upon notice to Licensee; provided, however, that if all installments of the monies due hereunder are paid immediately after the exercise of the suspension right, then LICENSOR shall not thereafter terminate this Agreement (unless the termination event involved a breach other than non-payment) and such suspension shall end upon receipt of such payment. Regardless of the occurrence of any termination event, or failure by Licensee to make timely payment to LICENSOR hereunder, LICENSOR may, if it so elects, nevertheless deliver any Program to Licensee without waiving any of the rights granted to LICENSOR in this subparagraph B.4(a). Licensee hereby agrees that effective upon termination, all rights granted to Licensee hereunder with respect to the Program(s) to which the termination applies shall fully and automatically revert back to LICENSOR. No termination or suspension of this Agreement as provided in this subparagraph B.4 (a) shall affect LICENSOR’s right to payment of all monies due hereunder or pursuant to the Schedule(s).
(b) If the rights acquired by LICENSOR for a Program are cancelled or voided for any reason, this Agreement shall automatically terminate with respect to such Program effective simultaneously therewith and the remaining number of Telecasts for such Program shall be deemed to be “Eliminated Telecasts” and LICENSOR will immediately reimburse Licenses a pro rata fee of the respective Licensee Fee for such Program with respect to such Eliminated Telecasts, unless a substitute Program is offered by LICENSOR, which Licensee explicitly accepts at its complete discretion.
5. WITHDRAWAL. In the event that LICENSOR in its sole discretion shall deem it necessary or advisable to withdraw any Program from license due to any question concerning any rights therein or
any claim with respect thereto, LICENSOR shall notify Licensee thereof and Licensee’s license shall be deemed revoked thereby with respect to such Program. In such event:
(i) if a Program has been delivered to Licensee, Licensee will return it to LICENSOR within the loan period of 30 days and erase or destroy any and all other recordings of such Program; Licensee shall thereupon furnish certified evidence of such erasure or destruction satisfactory to LICENSOR. The remaining number of Telecasts for such Program shall be deemed to be “Eliminated Telecasts” and LICENSOR will immediately reimburse Licensee a pro rata fee of the respective License Fee for such Program with respect to such Eliminated Telecasts; or
(ii) if such Program has not yet been delivered to Licensee, LICENSOR shall no longer be obligated to deliver such Program to Licensee and LICENSOR will immediately reimburse Licenses the whole Licensee Fee for such Program unless a substitute program, which Licensee explicitly accepts at its complete discretion, is furnished to Licensee hereunder. No withdrawal shall constitute a breach by LICENSOR of this Agreement.
6. LOSS OR DAMAGE. Licensee shall immediately report to LICENSOR any loss, theft, destruction or damage to any recording or part thereof, and Licensee shall pay LICENSOR a sum equal to the cost of making a new recording thereof. Licensee shall not acquire any rights with respect to any Program or recording thereof by virtue of any payment made pursuant to this paragraph B.6.
7. EDITING. Licensee shall not cut, modify, alter or edit any Program without the written permission of LICENSOR. This restriction shall not apply: (i) with respect to necessary repairs on any recording delivered by LICENSOR hereunder, (ii) minor cuts or alterations in order to conform to the orders of any duly authorized legally constituted censorship authority in the Territory or any other law requirements in the Territory, or (iii) to the insertion of commercial material in the Program; provided, however, that if commercial material is inserted in any recording delivered by LICENSOR hereunder, Licensee shall, prior to return, restore the recording to the condition in which it was delivered. In any event, Licensee shall not delete from any Program any copyright notice, trademark notice or service mark notice, or the talent, writing, producing or directing credits. Any failure to Telecast credits due to unexpected lack of time, failure of technical or mechanical facilities or other cause of a similar nature beyond Licensee’s control, shall not constitute a breach of this Agreement.
8. INDEMNITY.
(a) LICENSOR will indemnify and hold Licensee harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising from the Telecast (as authorized in this Agreement) of any material contained in any Program which is furnished by LICENSOR other than with respect to any music contained in the Program(s) specified in paragraph B.13 hereof; provided, however, that Licensee shall promptly notify LICENSOR of any claim or litigation to which the indemnity set forth in this subparagraph B.8(a) applies, and that at LICENSOR’s option, LICENSOR may assume the defense of any such claim or litigation. If LICENSOR assumes the defense of any such claim or litigation, LICENSOR’s obligations with respect thereto shall be limited to the payment of any judgment, or settlement approved by LICENSOR in connection therewith.
(b) Licensee will indemnify and hold LICENSOR harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising from or out of any breach by Licensee of any obligation of Licensee herein or arising from or out of the Telecast of any material, other than material contained in any Program. LICENSOR shall promptly notify Licensee of any claim or litigation to which the indemnity set forth in this subparagraph B.8(b) applies.
(c) The Licensor shall not be held liable by the Licensee for any infringement of intellectual property rights caused by the third party in violation of applicable legal regulation and/or license agreements, especially for direct or indirect international retransmission of broadcasting in violation of applicable legal regulation and/or license agreements by either broadcasting organizations or operators of
retransmission. However, shall Licensor learn about such violation of applicable legal regulation and/or license agreements by third persons, the Licensor shall do what can be reasonably asked from it to prevent continuation of such situation
9. NO WARRANTIES. It is understood that LICENSOR does not make any warranty or representation for compliance with any censorship requirement, which may be required or imposed by any governmental body. LICENSOR also makes no warranty or representation or undertake any obligations with respect to any individual(s), elements or dates including, without limitation, cast members or crew members (including the director) or the title of any Program, or a theatrical release, box office result or delivery date with respect to any Program.
10. TAXES.
The total License Fee shall be paid to LICENSOR without any deductions, withholdings or taxes of any kind, save that LICENSEE may withhold or deduct from the payment of the Total License Fee due to LICENSOR such amount required to be withheld or deducted under Slovak tax laws.
11. NONPERFORMANCE. If LICENSOR fails to deliver any Program in accordance with LICENSOR’s obligations hereunder because of “force majeure” (i.e., act of God; inevitable accident; fire; lockout, strike or labor dispute; riot or civil commotion; order or act of government or governmental authority; failure of technical facilities; transportation failure or delay; or other cause of a similar or different nature beyond LICENSOR’s control) or because the Program is not produced for any reason, then LICENSOR shall not be deemed to be in breach or violation of this Agreement; however, as a result of any of the foregoing all Telecasts of such Program authorized hereunder shall be deemed “Eliminated Telecasts” and Licensee will immediately reimburse Licenses the whole Licensee Fee for such Program unless a substitute program, which Licensee explicitly accepts, at its complete discretion, is furnished to Licensee hereunder.
12. ASSIGNMENT. Licensee shall not assign by operation of law or otherwise this Agreement in whole or in part to any third party without the prior written consent of LICENSOR and any such purported assignment without Licensor’s prior written consent shall be deemed null and void. LICENSOR may assign its rights hereunder in whole or in part to any person, firm or corporation; provided, however, that no such assignment shall relieve LICENSOR of any of its obligations hereunder.
13. MUSIC. Licensee shall, at its sole cost and expense, secure all performing rights licenses necessary for the Telecasting of each musical composition and sound recording contained in any Program (which rights shall not be deemed to be included in LICENSOR’s indemnification undertaking pursuant to subparagraph B.8.(a), always provided that such performing rights are administered by the respective collecting societies in the Czech Republic and Slovakia.
14. ELIMINATED TELECASTS. An equitable reduction in the License Fee for each Telecast deemed an “Eliminated Telecast” pursuant to paragraph B.3, B.4, B. 5 or B.11 hereof, shall be calculated as a pro-rata part of the Licensee Fee for the respective Program, divided by number of Telecasts.
15. OWNERSHIP: All rights and title in and to each Program including, but not limited to, any recording thereof and the title or titles, names, stories, plots, incidents, ideas, formulas, formats, general content of such Program and other literary, musical, artistic or creative material included therein (other than material in the public domain) shall, as between LICENSOR and Licensee, remain vested in LICENSOR.
16. ACCESS TO RECORDINGS AND OTHER MATERIAL. Licensee shall provide LICENSOR (and any third party named by LICENSOR) , to all dubbed soundtracks, subtitled or subtitling material and voice-over versions and all other recordings and material created by Licensee or a third party. Upon LICENSOR’s request Licensee shall provide any of the foregoing material to LICENSOR and its designees for one-off technical access of 50% of Licensee’s real costs for creating such materials per Program.
17. NUMBER OF AUTHORIZED TELECASTS / REPEATS: Each right of Telecast authorized pursuant to the Schedule shall entitle Licensee to make one (1) Telecast of the applicable Program in the Territory. Any repeat broadcast (quick repeat or other) of a Program, if and to the extent specifically authorized in the Schedule, must strictly occur within the time period prescribed in the Schedule for such repeat broadcast; otherwise it will automatically constitute a new Telecast and the remaining number of licensed Telecasts pursuant to the Schedule will be reduced accordingly. Once per calendar quarter and upon LICENSOR’s explicit request, Licensee shall send to LICENSOR a report showing the date, time and number of Telecasts and all repeats and available rating figures with respect to each Program.
18. ADVERTISING/PROMOTIONAL RIGHTS:
(a) During the License Period for a Program Licensee shall have the right to advertise, promote and publicize Licensee’s Telecast of each Program on Authorized Channels and in any print media, including by using short excerpts (up to a maximum of two (2) minutes in length) taken from that same Program (not excerpts taken from any other Program), and those promotional trailers furnished to Licensee by LICENSOR or approved in writing in advance by LICENSOR for a Program licensed hereunder.
(b) During the License Period for a Program Licensee may also promote any individual Program on the Internet using short excerpts (up to a maximum of two (2) minutes in length).
(c) Licensee shall at all times abide by any and all reasonable instructions and restrictions received from LICENSOR with respect to the advertising or promotion of any Program.
(d) Names, biographies, and any likeness of any person appearing in or connected with the production of any Program shall not be used without the prior written approval of LICENSOR. At no time shall any use be made of the Program title or excerpts or other materials relating to the Program or the names or likeness of any person appearing in or connected with the production of any Program which may be interpreted as an implied or direct endorsement of any product or service.
19. CLOSING PROVISIONS.
(a) A waiver by either party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.
(b) Except as otherwise specifically provided herein, all notices hereunder shall be in writing and shall be given by personal delivery, mail or telefax (if to Licensor at x000 000 000 000 ) at the respective addresses hereinabove set forth, or such other address or addresses as may be designated in writing by either party. Such notices shall be deemed given when mailed or delivered, except that notice of change of address shall be effective only from the date of its receipt.
(c) This Agreement shall be construed in accordance with Slovak law and the competent court of Bratislava shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.
(d) This Agreement is not intended by the parties to create a joint venture, partnership or agency agreement or any form of “Output Agreement”, as such term is commonly understood in the Television industry.
(e) This Agreement constitutes the entire agreement between Licensee and Licensor with respect to the subject matter herein contained, and this Agreement cannot be changed or terminated orally.
(f) Should any provision of this Agreement be or become invalid or contain any omission, this shall not affect the validity of the remaining provisions. Such invalid or missing provision shall be replaced by a valid provision which most closely reflects the Parties’ intent or - based on the meaning of the Agreement – what the Parties would have intended, had they considered such invalid or missing provision at the outset.
(g) This Agreement may be executed in one or more counterparts, each of which when taken together shall constitute the entire agreement, and each of which will constitute an original copy of this Agreement.
(e) The Schedule forms an inseparable part of this Agreement. Should any discrepancy in the interpretation between Agreement and its Schedule arise; the provisions of the Schedule shall prevail over the conditions referred in this Agreement.
This Agreement shall take effect on 2016
Licensor:
Big Bang Media s.r.o.
By: Xxx Xxxxxx
Its: Authorized Signatory Date/Place:
Licensee:
Rozhlas a televízia Slovenska
Name: Xxxxxx Xxxx
Title: Statutory Representatives Date and Place: