Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: RAI Com S.p.A.
Via Xxxxxxx Xxxxxx 18 00195 Rím
Taliansko VAT:IT12865250158
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: PhDr. Xxxxxxxx xxxxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: hrané seriál v celkovom objeme 8 hodín.
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba 3 roky
Od 1.12.2020 do 30.11.2023
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing
Počet vysielaní: 3 vysielania –každé vysielanie vrátane reprízy do 72 hod.
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/digitálne šírenie/, vrátane káblovej a satelitnej retransmisie
Catch up práva
Licenčný poplatok: 31.500,- EUR
Splatnosť licencie: 1.splátka vo výške 15.750,-EUR
po podpise zmluvy najneskôr k 20.8.2020 2.splátka vo výške 15.750,- EUR
po dodaní materiálov k 31.10.2020 po dodaní materiálov a ich technickej
akceptácií
Podmienky dodania materiálu: Technické náklady za materiál:
po úhrade prvej splátky žiadne
Technické parametre materiálu: Materiály vo digitálnom formáte
VMover so separátnou hudobnou a ruchovou stopou
/M/E Track/, dialógové listiny v originálnom jazyku, promo material a hudobné zostavy budú dodané bezodplatne
Dátum dodania materiálu: Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za RAI – Radiotelevisione Xxxxxxxx S.p.A.
po úhrade 1.splátky zmluvnej čiastky na účet partnera.
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (v bode 7 - Special Conditions)
doplnené v bode 7 - Special Conditions
za RTVS Xxxxxxxx Xxxxxx
generálny riaditeľ
AGREEMENT N. 74006670
This agreement, composed of the Deal Terms and of the Standard Terms and Conditions (“Agreement”) is made and entered into on July 29th, 2020 by and between:
RAI COM S.P.A., with registered office in Rome, Xxx Xxxxxxx Xxxxxx 00, 00000, Xxxx VAT code no. IT 12865250158, registered at the Register of Companies of Rome with n. 12865250158, R.E.A. RM - 949207,with single shareholder subject to the control of the parent company RAI – Radiotelevisione Xxxxxxxx S.p.A. (“RAI”), capital of the company Euro
10.320.000 fully paid-in, represented by its authorized signatory Xxxxxxxxxx Xxxxxx (hereinafter referred to as “RAI Com” or “Licensor”);
and
ROZHLAS A TELEVIZIA SLOVENSKA, a company duly organised under the laws of Slovakia, having its registered office at Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxxxx VAT: SK2023169973, represented by its legal representative Mr. Xxxxxxxx XXXXXX, General Director (“Licensee”).
Individually referred to as “Party” and collectively “Parties”.
WHEREAS
Licensor controls the distribution and exploitation rights on the Picture(s) indicated in Item 1 of the Deal Terms hereto;
Licensee has expressed its willingness to exploit the Picture(s) subject to the Deal Terms set forth below and to the Standard Terms and Conditions, which together form the Agreement, in order to exploit the Picture(s) and for the rights indicated in Item 2, in the Territory indicated in Item 3 and for the Period indicated in Item 4;
The Licensor hereby declares that it is in the process of appointing in the role of Collection Agent a third company. Licensee acknowledges that upon signature by Licensor of the agreement with the Collection Agent, any payment due from Licensee according to this Agreement shall be made to the Collection Agent, during the period in which the Collection Agent is entrusted thereto in order to maintain the highest standard of transparency and impartiality, unless otherwise indicated by Licensor. To this regards, Licensor shall communicate in writing Licensee if any payment shall be made to this Collection Anget
Notwithstanding the aforementioned point 3, the Parties mutually agree and undertake that any statement, as per Item 8 of the Deal Terms, shall be sent exclusively to Licensor;
As used in this Agreement capitalized terms shall have the meaning indicated in Attachment A, or in the relevant article of this Agreement.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
The Premises, the Standard Terms and Conditions and the Attachments are an essential parts of this Agreement.
D E A L T E R M S
ITEM 1: DETAILS OF THE PICTURE(S)
My Brilliant Friend II 8x70´ as above as above 3
31500
ITEM 2: LICENSED RIGHTS
Right | Yes | No | Exclusivity | ||
Television | Yes | No | |||
Terrestrial Free Television | X | X | |||
Terrestrial Pay Television | X | ||||
Cable Free Television | X | X | |||
Cable Pay Television | X | ||||
Satellite Free Television | X | X | |||
Satellite Pay Television | X | ||||
Catch-Up TV | X | X | |||
For the avoidance of any doubt, the exploitation rights whose checkbox is ticked with "no", or are not ticked, are not included in the Licensed Rights.
Authorized Language Version
The Licensee is authorized to exploit the Picture(s) in the following languages only:
Original to be dubbed and/or subtitled and/or voice-overed into Slovakian language, at Licensee’s sole costs and care.
ITEM 3: TERRITORY
With respect to all the Licensed Rights granted above, the territory shall be considered Slovakia.
ITEM 4: LICENSE PERIOD
The License Period of the Picture shall commence on December 1, 2020 and shall expire on November 30, 2023.
ITEM 5: TV RUNS
Maximum number of runs allowed for the Picture: 3 including quick repeat within 72 hours.
ITEM 5: LICENSE FEE (Flat fee deal)
In full payment for all the Licensed Rights hereunder and as license fee (“License Fee”) for the Licensor’s representations and warranties made herein, the Licensee agrees to pay to Licensor (unless otherwise communicate in writing by Licensor as clarified in the Premises of this Agreement) the aggregate sum of Euro 31.500 (thirty one thousand and five hundred/00) net of withholding tax, and net of other tax whatsoever, to be paid in 2 instalments as follows:
50% payment in amount 15.750,-EUR upon the signature of the agreement
before delivery of Materials and in any event within and no later than August 20th, 2020.
50% payment in amount 15.750,-EUR after the delivery of the complete material and its technical acceptance no later than October 31st, 2020.
Interest accrues from the day following the expiration of the payment due date, with the exception of the time necessary for executing payment authorization, which in any case shall not exceed 30 (thirty) days.
Without prejudice to art. 17 of the Standard Terms and Conditions below, if Licensee fails to pay the License fee by the agreed deadlines, then Licensee shall pay Licensor interests on arrears in the amount corresponding to the international interbank rate on the agreed currency.
Licensee shall pay the License Fees by bank transfer in favor of:
Rai Com S.p.A., XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXX, IBAN: XXXXXXXXXXXX, BIC/SWIFT: XXXXXXXXX
specifying the invoice number, the Agreement number and/or the title of the Picture(s).
ITEM 6: MATERIALS
Technical Materials: One Mxf of the Original version of the Picture(s) including separate international music and effects tracts and the Trailer, via Digital Media Delivery, free of charge.
Dubbing and Subtitling Materials:
Dialogue/spotting list of the Original language of the Picture(s) and Trailer; English subtitles of the Picture(s), supplied by Licensor when available and free of charge;
Authorized Language subtitles of the Picture(s) – if available and free of charge.
Promotional and Additional Materials (if available):
1. Set of colour images on CD or through wetransfer – free of charge;
2. Poster Artwork on CD or through wetransfer – free of charge;
3. Electronic Press-Kit;
4. Cast list;
5. Music Cue sheets;
6. Certificate of Origin;
7. Paid ad billing requirements.
Technical Material will be delivered by the means agreed above, according to Section 4 of the Standard Terms and Conditions;
Dubbing and Subtitling Materials and Promotional and Additional Materials will be delivered by Digital Media Delivery by Licensor according to Section 4 of the Standard Term & Conditions.
Any supplementary promotional and, especially, photographic materials, such as transparencies, colour slides, etc., can be delivered on Licensee’s additional payment.
Delivery Date: Upon payment of the License Fee, according to Item 5.
Any communication relating to the Material(s) to be provided to Licensor pursuant to Section 4 of the Standard Term & Conditions shall be sent at the email address(es) set forth below:
Delivery e-mail address: xxxxxxxxxx.xxxxxxx@xxx.xx
Rai Com Operations: xxxxxxxxxx.xxxxxxxx@xxx.xx
ITEM 7: SPECIAL CONDITIONS
The Parties declare and warrant that this Agreement is written in a “proposal-and- acceptance” form and it concerns transactions subject to VAT. Therefore, this Agreement shall be registered in case of use, according to articles. 5 and 40 of the
D.P.R. April 26,1986 n. 131.
The Licensee undertakes to fulfil all obligations specified in this Agreement irrespective of exploitation, in whole or in part, of the Licensed Rights on the Territory.
The Licensee undertakes to return a duly executed copy of this Agreement as soon as possible and in any event within the limit of 10 (ten) days.
Upon Licensor request, Licensee grants Licensor access to Licensee’s Slovak language version against 50% of the proven costs.
If the Licensee should fail to return an executed copy of this Agreement within the term stated herein, then Licensor shall reserve the right to regard this Agreement as null and with no force or effect or whatsoever.
This Agreement shall be considered valid only upon reception by the Licensee of a copy of the acceptance of Licensee’s proposal, executed by Licensor.
In compliance with the § 47a) of the Act No. 40/1964 Collection Civil Code as and § Sa) of the Act No.211/2000 Coll.on free access to information and on amendments and supplements 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 fuil wording. The costs (if any) related to such publication shall be borne solely by Licensee.
ITEM 8: STANDARD TERMS AND CONDITIONS
Except as otherwise provided herein, the exploitation of the Licensed Rights in and to the Picture(s) shall be exercised according to the provisions of the Standard Terms and Conditions attached hereto and made a part hereof by this reference. In case of any conflict between the provision of the Deal Terms of this Agreement and any provision of the said Standard Terms and Conditions, Deal Terms shall prevail.
ITEM 9: NOTICES
Any communication between the Parties relating to this Agreement shall be made to the following addresses, by means of registered letter, anticipated via e-mail. Any communication shall be considered validly carried out upon receipt of the e-mail by the other Party, if addressed to the following contact of the person responsible for the management of the Agreement (or to different addresses provided by the Parties after the execution of this Agreement):
For Licensee:
Address: Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx
Responsible for the management of the Agreement: Xxxxxxxx Xxxxxxxxx e-mail: xxxxxxxx.xxxxxxxxx@xxxx.xx
Contract information:
Attn.: Xxxxxxxx Xxxxxxxxx
e-mail: xxxxxxxx.xxxxxxxxx@xxxx.xx
For Licensor:
Rai Com S.p.A.
Xxx Xxxxxxx Xxxxxx, 00 00000 Xxxx, Xxxxx
Responsible for the management of the agreement: Xxxxxxxxxx Xxxxxx Email: xxxxxxxxxx.xxxxxx@xxx.xx
Contract information: Xxxxxxxxxx Xxxxxx e-mail: xxxxxxxxxxxxxxx.xxxxxx@xxx.xx
S T A N D A R D T E R M S A N D C O N D I T I O N S
to the Agreement N.
Standard Terms and Conditions between:
Rai Com S.p.A. (Licensor), and ROZHLAS A TELEVIZIA SLOVENSKA (“Licensee”).
Standard Terms and Conditions reads as follows:
1. RIGHTS GRANTED AND TERRITORY
Licensor grants Licensee the rights (“Licensed Rights”) indicated in Item 2 of the Deal Terms relating to the Picture(s) within the Territory (“Territory”) indicated in Item 3 of the Deal Terms, solely in the Authorized Language specified in Item 2. Unless otherwise provided in the Deal Terms, the Licensed Rights are granted on a non-exclusive basis. All the Rights not licensed pursuant to Item 2 are expressly excluded from this Agreement and reserved to Licensor (including but not limited to soundtrack album rights, music publishing, merchandising, and novelization of the Picture(s)).
If during the License Period an area separates from a country in the Territory, then the Territory shall nonetheless include each separating area which formed one political entity as of the date of this Agreement. If during the License Period an area is annexed by a country in the Territory, then the Licensee shall promptly give the Licensor notice whether the Licensee desires to exploit any Rights in such new area. The Licensor shall then accord the Licensee a right of first negotiation to acquire such Rights in the area for the remainder of the License Period subject to rights previously granted to other parties in such area.
2. LICENSE PERIOD
The Rights in the Territory are granted for the period (“License Period”) indicated in Item 4 of the Deal Terms.
3. MATERIALS
Licensor shall deliver to Licensee the Materials specified at Item 6 of Deal Terms (“Materials”). If, pursuant to Item 6, Licensee shall pay any amount for the Materials, Licensor shall inform Licensee of the cost of Materials and Licensee shall pay the relevant amount before delivery.
4. DELIVERY, TRANSPORT AND CLAIMS
Delivery costs shall be at Licensee’s charge, to be agreed upon.
Except otherwise provided in Item 6 of the Deal Terms, Licensee may have access to the Technical Materials at the Laboratory, upon payment of the relevant costs (costs borne by Licensee). Any complain about the quality of the Materials shall be address directly to the Laboratory and the Licensor shall not be deemed liable for any potential flaws of the Materials. Licensor shall arrange for the delivery of the Promotional, Additional, Subtitling and Dubbing Materials to Licensee, according to the following procedures.
Digital Media Delivery: Receipt and acceptance of materials. If the Materials are delivered via Digital Media Delivery, the following procedure shall apply:
Materials shall be delivered via Rai Com’s delivery platform (hereinafter “V-Mover Platform”). Any other different delivery procedure of Materials shall be agreed in writing by both Parties.
Licensor shall then create and activate to Licensee a V-Mover account in order to let Licensee have access to the V-Mover Platform and download the relevant Materials sent by Licensor. Licensee shall verify that it complies with all requirements needed in order to use V-Mover Platform (as indicated in the guideline to be provided by Licensor).
Delivery of Materials shall be considered correctly carried out by Licensor as soon as the delivery of Materials is completed with positive result: the system will generate an automatic confirmation of receipt of the positive delivery which represents evidence of the positive result of such delivery procedure. From this time Licensor will have correctly fulfill its obligation of delivery to Licensee, according to this Agreement.
Licensee shall download the Materials sent by Licensor as soon as possible. Licensee acknowledges that the links for Materials download expire after few days/one week (this means that upon expiration date, Materials will not be available to Licensee anymore). Upon written request by Licensee, Licensor will provide another expiration date, subject to the fact that Licensee downloads the Materials with a certain level of continuity.
Licensee shall inform Licensor in writing of the acceptance of the Materials within and no later than 30 (thirty) days after their receipt by Licensee (“Quality Control Period”). After such term, and no later than 30 (thirty) days after the confirmation of receipt duly issued and communicated by V-Mover Platform in absence of any written communication by Licensee to Licensor, the Materials shall be considered as accepted. In case of motivated refusal of Materials by Licensee within the Quality Control Period, Licensor shall replace the damaged Materials at its cost within and no later than 30 (Thirty) days after Licensor's receipt of Licensee's complaint. In case of refusal of Materials by Licensee after the set due term, then any replacement of the same shall be at Licensee’s cost.
5. DUBBING, SUBTITLING AND EDITING
Unless otherwise indicated in the Deal Terms (Special Conditions), the Licensee shall not make any alterations, cuts or modifications on the Picture(s) without Licensor’s prior written consent. Licensee may make such minor modifications or reductions to the Picture(s) only if necessary to meet censorship requirements in the Territory and/or in order to comply the running time of the Picture(s) with any generally accepted time slot requirements of the broadcasters in the Territory and/or to insert commercial breaks and/or hybrid-TV functionalities, and then only in accordance with any restrictions or requirements contained in this Agreement. The Licensee may also dub or subtitle the Picture(s), in which event Licensor shall provide, if requested, all available materials ("Dubbing and Subtitling Materials"), at Licensee expense. It is expressly agreed that the artistic property rights in and to the dubbed or subtitled version of the Picture(s) pertain to Licensor. The Licensee undertakes to modify or dub or subtitle the Picture(s) in such a manner as not to alter the spirit of the Picture(s). In any event, the Licensee shall respect the moral rights of the authors of the Picture(s). The Licensee shall use the Picture(s) in its entirety. The Licensee may use Picture(s)'s excerpts for strictly promotional purposes, for a total duration not to exceed 3 (three) minutes.
As soon as the dubbed and/or subtitled Authorized Language version is completed, Licensee shall inform Licensor by written communication.
Licensor shall have free access to the Authorized Language version of the Picture(s)(s) or any foreign language version as well as the subtitled version of the Picture(s), immediately upon production thereof.
The Parties acknowledge that upon expiration and/or termination of this Agreement, Licensee shall not exploit or use in any manner the dubbed and/or subtitled version of the Picture(s)(s), without the express written consent of Licensor (made through a new license agreement).
6. OWNERSHIP OF MATERIALS AND DUBBING AND SUBTITLING MATERIALS
Materials, Dubbing and Subtitling Materials relating to the Picture(s), as well as all materials dubbed or subtitled versions and any other materials made by Licensee with respect to the Picture(s) shall remain Licensor's exclusive property. Licensee may not sell or mortgage the Dubbing and Subtitling Materials for any reason whatsoever, including but not limited to in case of Licensee's indefinite discontinuation of business, bankruptcy, liquidation or any arrangement with creditors.
Materials, Dubbing and Subtitling Materials may not be claimed by third parties, and Licensee shall immediately inform Licensor of any legal action brought by third parties for the purpose of constituting any claims or liens on set materials. Licensee shall commence, at its own expense and in Licensor's interest, any legal or other proceeding necessary to object to set claims or liens or any other action designed to deprive Licensee of Dubbing and Subtitling Materials of the Picture(s).
Licensee shall be responsible and liable for the maintenance of Materials, Dubbing and Subtitling Materials, which must be deposited in Licensor's name in a printing laboratory approved by Licensor.
Upon expiration of the License Period or earlier termination of this Agreement, Licensee shall return any Materials remaining, Dubbing and Subtitling Materials to Licensor or, if requested by Licensor, destroy them and provide Licensor with an appropriate certificate of destruction.
7. PREVENTION OF PIRACY
The Licensee shall at its own expense take all necessary or appropriate actions in each country of the Territory to secure prosecution for the Picture(s) and all materials relating thereto to prevent piracy under the copyright or similar laws under which intellectual property is accorded legal protection in such country and to renew, extend and maintain such protection throughout the License Period. The Licensee shall promptly notify Licensor in writing of any claims against or infringement of any of the Licensed Rights in the Picture(s) and all materials related thereto on the Territory. The Licensor may participate in any legal action or proceeding with respect to any claim or infringement using counsel of its choice. All monies recovered in such actions or proceeding will be equitably shared by the parties as their respective interests appear, after the Licensee has recouped its actual substantiated direct costs of such action or proceeding. If the Licensor elects to participate as aforesaid, then the Licensor’s expenses will be reimbursed from any recovery in equal proportion with Licensee’s expenses.
Licensee acknowledges that no piracy of the Picture(s) in whole or in part occurring during the License Period will give rise to any rights on the parts of the Licensee, including but not limited to any right to terminate this or withhold any part of the amounts due hereunder.
8. OVERSPILL
Any exploitation of the Licensed Rights on the Picture(s)(s) by means of unencrypted satellite or non geo-blocked internet is forbidden and excluded.
Licensee undertakes not to transmit or authorize, cause, enable or permit the transmission and/or the reception of any signal of the Picture(s)(s) or any part thereof outside the Territory. It is acknowledged by the Parties that any incidental overspill by Licensee outside the Territory during the License Period shall not be deemed an infringement of this Agreement provided that the overspill was unintentional and that Licensee’s transmissions are intended for receipt only
within the relevant Territory. Furthermore, any overspill into the Territory by any third parties shall not constitute a breach of this Agreement, provided such overspill was incidental and due to the inherent capability of satellites to beam down signals which are not confined to territorial boundaries.
9. CENSORSHIP
Should the board of film censors in the Territory not consent exhibition of the Picture(s)(s) in the Territory, then Licensee shall do its best endeavors to obtain a favorable ruling by the board of film censors in the Territory. If a favorable ruling is not reached within three (3) months after delivery of the Materials the Licensee shall provide Licensor with all documents, and an English or French or Italian language translation of said documents, giving evidence of the impossibility to show the Picture(s) in the Territory due to censorship. In this event this Agreement shall be terminated and Licensor shall reimburse the Advance to Licensee, no other damages being payable to or claimable by Licensee whatsoever. Should Licensee notify Licensor of an unfavorable ruling by the board of film censors in the Territory later than three (3) months after Delivery of Materials, the Licensor shall request Licensee to file a suite form appeal to the unfavorable ruling, and Licensee shall be bound thereby without prejudice for the Licensor's right to damage, in the event Licensee delays said appeal. If no appeal is possible according to the laws and regulations in the Territory or if the unfavorable ruling is confirmed on appeal, then this Agreement shall be terminated and Licensor shall reimburse the Advance to Licensee, no other damages being payable to or claimable by Licensee whatsoever.
For the avoidance of doubt, if the cuts required on the Picture(s)(s) by the board of film censors in the Territory exceed 25% (twenty five percent) of the total length of the Picture(s)(s), Licensee may regard the showing of the Picture(s)(s) in the Territory as impossible due censorship.
Licensee shall pay all expenses pertaining to rating certificate to be obtained from the board of film censors in the Territory. Unless otherwise specified in the Deal Terms, the rating certificate shall be required for the original version of the Picture(s)(s) and Licensee shall be solely responsible for having submitted a dubbed or subtitled version of the Picture(s)(s) and for any subsequent alterations made arising from said submission.
10. CREDITS
The Licensee shall retain all credits and comply to publicity obligations in its publicity material and in the opening and end titles of the Picture(s)(s) and shall maintain them in their entirety and in the same order and form as indicated by the Licensor. The Licensee may not change the Picture(s)(s) title as indicated at Item 1 of the Deal Terms of this Agreement without the Licensor’s written consent, except for literal translation into the Authorized Language.
11. WARRANTIES
The Licensor represents and warrants that it has full power to grant the license under this Agreement and that it has not made any other agreement with third parties which shall interfere with any Licensed Rights licensed under this Agreement. To Licensor’s knowledge, there is no litigation, proceeding or claim pending or threatened against Licensor which may materially adversely affect Licensor’s rights in and to the Picture(s), the copyright pertaining thereto or the rights, licenses and privileges granted to Licensee hereunder. The Licensee shall be directly and solely liable to third parties for any consequence deriving from the Licensee’s acts, errors or omissions. The Licensee shall not make any use of the Picture(s)(s) other than expressly set forth in this Agreement. The Licensee undertakes to do all in its power to protect the exclusive Licensed Rights granted herein. The Licensee shall be personally liable and shall bear all costs for any action taken for the purpose of protecting the exclusivity of the Licensed Rights, and all
amounts paid to the Licensee as damages as a result of said action shall pertain to the Licensee. The Licensee shall immediately inform the Licensor of the occurrence and the contents of any such action so as to allow the Licensor to join in the same at Licensor’s sole discretion.
12. FORCE MAJEURE
If the Licensor is unable to deliver the Materials, Dubbing and Subtitling Materials due to any cause independent of the will of Licensor, including military conflicts and acts of God (Force Majeure), then the Licensor shall notify the Licensee in writing and the Licensor and the Licensee shall determine as whether to consider this Agreement terminated. In the event of termination due to Force Majeure, the Licensor shall return to the Licensee any advance payment made and this reimbursement shall fully hold the Licensor harmless from any request or claims by the Licensee.
13. WITHDRAWAL OR SUSPENSION OF THE PICTURE(S)
The Parties acknowledge and agree that the Licensor shall be free, also from time to time, to withdraw from this Agreement, in its entirety or - in the Licensor sole discretion - in respect of certain given right(s) granted hereunder, if (i) the exploitation of such right(s) by the Licensee or its assignees could result (or has resulted) in a claim being made against the Licensor, or any of its affiliated companies and/or the Licensee and/or its assignees, (ii) the exhibition of the Picture(s) is prohibited by order of a court or other governmental authority, or by reason of any law, embargo or decree, (iii) the Picture(s) has copyright or clearance problems or similar issues that make the distribution problematic in the Territory, or (iv) the Picture(s) cannot, for reasons beyond the Licensor's control (e.g., a force majeure), be made available to Licensee for its exploitation hereunder. In the event of any withdrawal the Licensor shall endeavor to notify the Licensee, in writing, at least seven (7) days. Upon written notification by the Licensor of the withdrawal of this Agreement in its entirety, the rights granted herein shall terminate, and no further exploitation of the Picture(s) shall be made. In the event of withdrawal with respect to certain rights or right only, then the previous sentence shall apply mutatis mutandis to the affected right or rights, without limiting the Licensee's freedom to exploit the other right or rights pursuant to this Agreement. In the event of a withdrawal hereunder, the Licensor shall not be in breach of this Agreement, but the Licensee and the Licensor shall agree in good faith to a comparable substitute Picture(s) or right(s), as the case may be, for the one so withdrawn (if feasible). The Licensee shall have no claim against the Licensor based upon the Licensor's withdrawal as described herein.
14. FESTIVALS, CONVENTIONS AND MARKETS
The Picture(s) may not be shown at festivals, conventions and markets without the Licensor’s prior consent.
15. MUSIC
The Licensor shall provide the Licensee with music cue sheets as well as the available promotional literature. The Licensee undertakes to use the music recorded in the Picture(s) in its entirety. The Licensee shall perform at its care and expense all obligations deriving from this Agreement to local performing rights societies according to the laws, regulations and tariffs in force in the Licensee’s country. Where local performing rights societies do not exist, then the Licensee shall pay the owners of the performing rights directly.
16. ASSIGNMENT AND SUB-LICENSING
The Licensee may assign the Licensed Rights or delegates its obligations under this Agreement to third parties, subject to prior written communication to Licensor, that shall contain written information concerning the nature and terms of the assignment, including the name and details of the assignee. It is understood that, the Licensee shall not be relieved of any of its liabilities to the Licensor and the assignee shall be jointly liable to the Licensor.
The Licensee may also sub-license the Licensed Rights to third parties subject to prior written communication to Licensor, that shall contain written information concerning the nature and terms of the sub-license, including the name and details of the sub-licensee. It is understood that the Licensee shall not be relieved of any of its liabilities to the Licensor and the sub-licensee shall be jointly liable vis-à-vis the Licensor.
Licensor may freely assign the Agreement and/or the Licensed Right to other companies within the rai Group.
17. TERMINATION
Except as stated at Sections 14 and 17 above, this Agreement shall terminate automatically if Licensor declares its intention of availing itself of this termination clause due to the occurrence of one or more of the following events:
the Licensee’s insolvency, bankruptcy or any arrangement with creditors;
the Licensee’s indefinite discontinuation of business with regard to audio-visual exploitation;
the Licensee’s failure to pay the Advance, Licensor's Share or any part thereof at agreed deadlines, the Payment Terms and Conditions being essential to this Agreement;
the Licensee's failure to send statements at the agreed deadlines during the Accounting Period and/or to comply to provisions of Section 3 of this Agreement for the issuing of statements;
the Licensee’s reproduction of the Materials, Dubbing and Subtitling Materials in excess of normal transmission requirements;
the Licensee’s transportation of Dubbing and Subtitling Materials and all materials made by Licensee therefrom outside the Territory without the Licensor’s written consent.
In the event of the Licensee’s breach of any other obligation pursuant to this Agreement, the Licensor may require the Licensee to cure such breach within 15 (fifteen) days of the date of receipt by the Licensee of the Licensor’s notice to cure such breach. If the Licensee does not cure such breach within such term, then this Agreement shall terminate automatically.
In the event of termination due to any of the reasons mentioned above:
the Licensed Rights shall immediately revert to Licensor and the Licensee shall return all Materials and Subtitling Materials to Licensor or to the person designated by the Licensor or, if requested by Licensor, shall destroy all Materials and Subtitling Materials, by providing the Licensor with an appropriate certificate of destruction (this clause shall apply also in the event of expiration of the License Period;
the Licensor shall retain any amounts paid by the Licensee as a penalty or as a partial indemnification for damages, in both cases without prejudice to any further damages;
the Licensee shall pay the Licensor the License Fee as well as damages and any interest on arrears pursuant to Section 3 above.
Waiver of the right to terminate this Agreement for any breach of the same shall not constitute waiver of the right to damages deriving from such breach or of the right to terminate this Agreement for any subsequent breach.
18. MISCELLANEOUS
None of the clauses of this Agreement may be considered as authorizing Licensee to represent or obligate Licensor to any Agreement or performance of any obligation or to bind Licensor in any manner or otherwise subject the Licensor to any law, regulation, or ordinance or any other
liability whatsoever. This Agreement may be amended, modified or integrated in writing only. The English language version of this Agreement shall be the only valid version in respective of whether an Italian or other language version is prepared for convenience of Licensor and/or Licensee or for any other reason. This Agreement sets forth the entire agreement and understanding between Licensor and Licensee pertaining to the Picture(s) and merges all prior discussions between them. Neither Licensor nor Licensee shall be bound by any definition, condition, warranty, or representation other than as expressly stated in this Agreement or as subsequently set forth in writing and executed by a duly authorized officer of the party to be bound thereby.
19. SEVERABILITY
Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and if any provision of this Agreement is held to be invalid or illegal under any material statute, law, ordinance, order or regulation, in any jurisdiction, such provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements of such jurisdiction and such curtailment or limitation shall not affect the validity of the remainder of this Agreement or any other provisions hereof in that, or any other, jurisdiction.
20. CODE OF ETHICS
Licensee represents that it has taken cognizance and continues to take cognizance of the general ethical principles of honesty and observance of the law, pluralism, professionalism, impartiality, fairness, confidentiality, transparency, integrity and good faith, as well as of the content of the Rai Code of Ethics (hereinafter referred to as "Code of Ethics") and of the Rai Com Organizational, Management and Control Model (hereinafter referred to as the "Model") adopted pursuant to Legislative Decree no. 231/2001, and of the PTPC adopted pursuant to L.190/2012 having read it fully and completely, in its entirety and in its individual parts — in paper format as well as on the website: xxxx://xxx.xxxxxx.xxx.xx/xx/xxxxxxxxx.
Licensee represents and warrants that the subject matter covered in this Agreement shall likewise be fulfilled in compliance with the provisions set forth in the Code of Ethics and the Model, as well as in compliance with all applicable anticorruption legislation (as is also referenced in the Model) and, therefore, undertakes to make whosoever participates in any capacity in the fulfilment of the activities that are the subject matter of this Agreement aware of the contents of the Code of Ethics and the Model, as well as all applicable legislation (including anticorruption legislation). Specifically, and without limiting the generality of the foregoing, Licensee warrants that its employees and/or contractors and/or partners and/or administrators and/or legal representatives and/or whosoever participates, in any capacity, in the fulfilment of the subject matter of this Agreement and/or has a part in its organization shall not engage in conduct which, by act and/or omission, results in the violation, even if only indirectly, of the principles, provisions or rules of the Code of Ethics, the Model and/or any applicable legislation (with particular reference, but not limited to, anticorruption legislation) or which is injurious to the image of the RAI Group or, in any event, the moral and material values with which the RAI Group identifies itself and by which it abides during the execution of its activities, including in its relationships with third parties. Effective compliance with representations and warranties contained herein, as well as all forms of prevention of the criticalities and risks highlighted in the Model, are understood to be a fundamental part of the obligations assumed by Licensee for the purposes of this Agreement, both in the interests of Rai Com and pursuant to and in accordance with Art. 1456 of the Italian Civil Code.
The violation of even a single one of the representations and/or warranties set forth above shall constitute a severe breach of Agreement with all attendant legal consequences, including with regard to Rai Com's option to terminate this Agreement, without prejudice to the right to claim
compensation for damages or any other right and/or action required by law and/or by this Agreement.
Without prejudice to the foregoing, in the event that this Agreement should be terminated, Licensee will be required to forfeit to Rai Com a penalty of 20% of the License Fee, without prejudice to any further damage. In the event that this Agreement is not terminated, Licensee will nonetheless be required to pay a penalty of 10% of the License Fee for each individual breach, without prejudice to any further damage. Let it henceforth be understood that the penalties to be borne by Licensee in the event of breach, without prejudice to said Party's obligation to remit to Rai Com the amount owed, shall also be enforced with an upfront deduction from the first payment due or through enforcement of the warranties set forth in the Agreement.
Licensee represents that it is not aware of any circumstances in its relationship with Rai Com, in particular during the stages of negotiation and conclusion of this Agreement, that are relevant pursuant to Legislative Decree no. 231/2001 (on the administrative liability for crimes committed by corporate entities) and undertakes, in accordance with its own responsibilities, to monitor the execution of this Agreement so as to forestall the perpetration of crimes under the aforesaid Legislative Decree no. 231/2001 and, in the event of such a crime being committed, to take all suitable action in compliance with the law and with its own internal organizational instruments.
21. ANTICORRUPTION
With specific reference to anticorruption legislation, Licensee expressly undertakes not to perform any direct and/or indirect transfers of sums which could constitute a violation, even if only indirectly, of anticorruption legislation, without prejudice to the warranties and indemnities granted under this Agreement. Licensee acknowledges that —without prejudice to any other right and/or action provided for by law and/or by this Agreement — compliance with the representations and warranties provided for herein is also, in the view of Rai Com, essential. Consequently, Xxx Com has the power to terminate the Agreement and, in any case, to apply a penalty to Licensee of 10% of the License Fee, a penalty which Rai Com shall be able to set off against any amount it owes to Licensee in accordance with this Agreement and/or other contractual relationships that exist between the Parties, without prejudice to any further damage.
22. PRIVACY
Each Party acknowledges that with regard to this Agreement no personal data processing will be performed except for the following individuals: (i) legal representative/authorized signatory, (ii) subjects pertaining to the other Party’s organization whether and as involved in the execution of the agreement (hereafter, collectively “Data Subjects”).
With reference to the processing of the so- called contact details (name, surname, e-mail and postal address, job title, telephone number) related to Data Subjects and reciprocally collected during the stipulation and execution of the agreement, each Party represents to act as independent data controller, in compliance with the obligations deriving from EU Regulation no. 2016/679 (hereinafter, “GDPR”) and domestic applicable law.
Licensee undertakes to : (i) collect and transmit to Rai Com the contact details of the Data Subjects pertaining to its organization, fully complying with the provisions of data protection applicable law (ii) provide the Data Subjects with the information on the processing activities performed by Xxx Com according to the contents of the “Customers Privacy Notice” available on Rai Com website at the following link: xxxx://xxx.xxxxxx.xxx.xx/xx/xxxxxxxxx/xxxxxxx-xxxxxx/. Each Party, as independent data controller, shall be directly liable for the data processing performed exclusively, and undertakes to indemnify and hold harmless the other Party from any damage, burden, cost, expense, dispute and/or claim brought and/or caused by the Data Subjects
and/or by competent Authorities, in case of violation of the representations made herein and/or infringement of the existing data protection rules and law.
23. CONFIDENTIALITY
The Parties undertake to consider as confidential this Agreement and all the documents, information and data, irrespective of the media on which they are found, which the Parties have exchanged during the preparation and negotiation of this Agreement or will exchange during the performance of this Agreement. Accordingly, the Parties shall refrain from making any communication or disclosure thereof to any third party for any reason whatsoever without the prior written consent of the relevant Party. Such undertaking shall remain in force also after the expiration of this Agreement.
24. GOVERNING LAW AND FORUM
This Agreement and the obligations deriving therefrom shall be governed by, construed and interpreted under the laws of Italy. All disputes arising under this Agreement, under subsequent agreements based thereon and/or in any case in connection thereto shall be submitted to the exclusive jurisdiction of the Courts of Rome.
Notwithstanding the foregoing, if Licensor is the plaintiff or party commencing legal proceedings against Licensee, then Licensor may elect to commence such proceedings before the courts in any location where Licensee has its registered office, does business and/or is otherwise present.
The Parties hereby expressly acknowledge that the content of this Agreement is the result of their free negotiation and derive from an articulated discussion on each provision. Therefore articles 1341 and 1342 of Italian Civil Code shall not apply herein.
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ROZHLAS A TELEVIZIA SLOVENSKA
Date
Name
Signature
RAI COM S.P.A.
Date
Name
Signature
ATTACHMENT A
to the Standard Terms and Conditions
Definitions
AUTHORIZED LANGUAGE: The only language(s) in which Licensee is authorized to exploit the Licensed Rights on the Picture(s)(s). All different languages are expressly excluded from the present Agreement. Except otherwise provided in the Deal Terms, Licensor shall be free to exploit or authorize third parties to exploit the Picture(s)(s) in language(s) different than the Authorized Language(s) in the Territory during the License Period.
AGREEMENT means this agreement composed of the Deal Terms and the Standard Terms and Conditions.
LICENSE FEE has the meaning defined in Item 5 of the Deal Terms.
DELIVERY has the meaning defined in Item 6 of the Deal Terms.
DUBBING AND SUBTITLING MATERIALS has the meaning defined in Section 10 of the Standard Terms and Conditions.
FIRST RELEASE OF THE PICTURE(S) means the date on which the Picture(s) is first made generally available to the paying public in the Territory, excluding customary pre- release non-commercial exploitation, including without limitation marketing, press screenings and film festival screenings of the Picture(s)(s).
INITIAL DELIVERY means the date indicated in Item 6 of the Deal Terms.
LICENSE PERIOD means the period indicated in Item 4 of the Deal Terms.
MATERIALS has the meaning defined in Section 4of the Standard Terms and Conditions and Item 6 of the Deal Terms.
PICTURE(S) (s) means the Picture(s)(s) indicated in Item 1 of the Deal Terms.
RIGHTS means the rights listed in Item 2 of the Deal Terms.
TELEVISION means Free Television, Pay Television, Catch-Up TV and IPTV exploitation of a Picture(s). Television does not include any form of Pay-Per-View.
FREE TELEVISION means Terrestrial Free Television, Cable Free Television and Satellite Free Television exploitation of a Picture(s). Free Television does not include any form of Pay-Per-View.
TERRESTRIAL FREE TELEVISION means over-the-air broadcast by Hertzian waves of a Picture(s) for reception on television receivers in private living places without a charge to a viewer for the privilege of viewing the Picture(s), provided that for this purpose government television receiver assessment or taxes (but not a charge for Pay-Per-View or Pay Television) will not be deemed a charge to the viewer.
CABLE FREE TELEVISION means the originating transmission by coaxial or fibre-optic cable of a Picture(s) for reception on television receivers in private living places without a charge to the viewer for the privilege of viewing the Picture(s), provided that for this purpose neither government television receiver assessments or taxes nor the regular periodic service charges (but not a charge for Pay-Per-View or Pay Television) paid by a subscriber to a cable television system will be deemed a charge to the viewer.
SATELLITE FREE TELEVISION means the up-link broadcast to a satellite and its down-link broadcast to terrestrial satellite reception dishes of a Picture(s) for viewing on television receivers in private living places located in the immediate vicinity of their reception dishes without charge to the viewer for the privilege of viewing the Picture(s), provided that for this purpose government satellite dish or television receiver assessment or taxes (but not a charge for Pay-Per-View or Pay Television) will not be deemed a charge to the viewer.
PAY TELEVISION means Terrestrial Pay Television, Cable Pay Television and Satellite Pay Television exploitation of a Picture(s). Pay Television does not include any form of Pay-Per-View.
TERRESTRIAL PAY TELEVISION means over-the-air broadcast of a Picture(s) by means of encoded Hertzian waves for reception on television receivers where a charge is made: (i) to viewers in private living places for use of a decoding device to view the channel that broadcasts the Picture(s) along with other programming; or (ii) to the operator of a hotel or similarly temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive the channel that broadcasts the Picture(s) and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
CABLE PAY TELEVISION means the originating transmission of a Picture(s) by means of an encoded signal over coaxial or fibre-optic cable for reception on television receivers where a charge is made: (i) to viewers in private living places for use of a decoding device to view the channel that broadcasts the Picture(s) along with other programming; or (ii) to the operator of a hotel or similarly temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive the channel that broadcasts the Picture(s) and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
SATELLITE PAY TELEVISION means the up-link broadcast of an encoded signal to a satellite and its down-link broadcast to terrestrial satellite reception dishes of a Picture(s) for viewing on television receivers located in the immediate vicinity
of their reception dishes where a charge is made: (i) to viewers in private living places for use of a decoding device to view the channel that broadcasts the Picture(s) along with other programming; or (ii) to the operator of a hotel or similarly temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive the channel that broadcasts the Picture(s) and other programming and retransmit it throughout the temporary living place for viewing in private rooms.