výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: SYSTEM TV
00/00 xxx Xxxx Xxxx 00000 XXXXXXXX
Francúzsko
VAT: FR35334174158
zastúpená x. Xxxxxx Xxxxxxxxx finančný riaditeľ
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: Xxxxxx Xxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: dokumentárne sólo filmy 3 x 52´ dokumentárny seriál 80 x 26´ celkový objem 43 hodín
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky, od 1.2.2015 do 31.1.2018
Licencia na územie: Povolený jazyk:
Slovenská republika
slovenský – dabing, komentár, voice over
Počet vysielaní: 3 vysielania –každé vysielanie vrátane reprízy do 24 hod.
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
Licenčný poplatok: 30.400,- EUR
Splatnosť licencie: 1.splátka v sume 15.200,- EUR
po podpise zmluvy najneskôr k 15.12.2014 2.splátka v sume 15.200,- EUR po dodaní materiálu a jeho technickej akceptácií
najneskôr k 31.1.2015
Podmienky dodania materiálu: Technické náklady za materiál:
po podpise licenčnej zmluvy
2.000,- EUR
Úhrada technických nákladov na základe separátnej faktúry po podpise zmluvy
Technické parametre materiálu: Material bude dodaný digitálne na hard
disku (na zapožičanie) vo formáte akceptovateľnom RTVS, dialógové listiny v originálnom jazyku, promo material.
Dátum dodania materiálu: Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za SYSTEM TV
Xxxxxx Xxxxxxxxx finančný riaditeľ
po podpise licenčnej zmluvy a úhrade prvej splátky 50% celkovej sumy.
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (v bode 3.3.)
doplnené v bode 7– Additional Terms and Conditions
za RTVS Xxxxxx Xxxx
generálny riaditeľ
LICENSE AGREEMENT
BETWEEN
SYSTEM TV 00 / 00 xxx Xxxx Xxxx 00000 XXXXXXXX - XXXXXX - SIRET 334 174 158 with
headquarters located in FRANCE, represented by its Financial director, Mr Xxxxxx Xxxxxxxxx,
hereinafter called "THE LICENSOR"
AND
Radio & Television Slovakia,(RTVS) with headquarters located in Xxxxxxx xxxxxx, 000 Xxxxxxxxxx –
Slovakia. Represented by its General Director, Mr. Xxxxxx Xxxx
hereinafter called "THE LICENSEE"
1- XXXXXX AGREED AS FOLLOWS:
Licensor grants to the Licensee the right to broadcast the following programme according to the conditions set forth below:
Titles:
A-Les paysages d’ici et d’ailleurs 80 X 26’ B-Xxxx Xxxxxx, la Légende 1 X 52’
C-Le Parfum… la French touch! 1 X 52’
D-Uranium Xxxxxxxx, un tueur très présentable 1 X 52’
Duration: 43 hours
Kind: Documentaries
2 TERMS AND RUNS
The terms of this License Agreement: 3 (three) years: from February 1, 2015 to January 31, 2018 Exclusive, Free TV rights for the territory of Slovakia only
Number of Run (s) granted during this period: 3 runs with quick repeat within 24 hours
3. TERRITORIES
The Licensor grants to the Licensee to broadcast the Programme hereby in the following territories and for the following mode of transmission:
3.1. Territories: Slovakia Only
3.2. Rights granted: Terrestrial Free TV rights
3.3. Version granted: Slovakia, language only (dubbing, or subtitled) Licensor is not entitled to use licensee's dubbed and/or subtitled version. The Licensor´s access to the slovakian versions produced by Licensee is allowed only upon payment of 50% Licensee´s production costs.
3.4.
4. MATERIAL
In hard drive: .MOV Codec: HD Appel ProRes or MPEG, on loan
4.1. Scripts and publicity in JPG format
Materials shall be deemed accepted if Licensee has not given any notice of any defect regarding the materials within a period of thirty (30) days after the delivery.
4.2 Version to be delivered: French
Licensee shall have the right to dub, voice over or subtitle the Programme into Slovakian Languages. Any and all costs regarding the dubbing and or subtitle in to version shall be fully borne by Licensee.
4.3 Delivery date: masters to be delivered when 50% of the payment was done
4.4 Address of Delivery: Radio and Television of Slovakia
Acquisitions Dpt.
,Mlynská dolina, 845 45 Bratislava,
contact person for the delivery, Mr. Xxxxxx Xxxxxxx, tel:x000-0-00000000,
4.5 Shipping: Delivery cost both ways at RTVS charges.
5. LICENSE FEE
The present License Agreement is granted against payment of an amount of 650 euros per hour for the titles A
800 euros per hour for the titles B C & D 2000 euros Materials cost
Total for 43 hours licenced and materials is 30400 euros (Thirty thousand & four hundred euros)
Payment shall be made as follows:
50% payment after of the Signature of the contract no later than December 15st, 2014
50% payment after the delivery of the materials and it´s technical acceptance no later than January 31st, 2015
Separate payment of material costs after the signature of the contract.
6. MODE OF PAYMENT
After receiving an invoice: payment shall be made by wire transfer on the name of SYSTEM TV to:
a) Name of bank: XXXXXX
b) Bank Address: XXXXXX
XXXXXX XXXXXX
c) Bank Code : XXXXXX
d) Branch: XXXXXX
e) Account Number: XXXXXX
f) Key: XXXXXX
IBAN: XXXXXX SWIFT: XXXXXX
7. ADDITIONAL TERMS AND CONDITIONS
The terms and conditions set forth in Appendix 1 are incorporated as if fully set forth herein. Made in Boulogne, October 21, 2014
In 2 original copies.
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended and § 5a) of the Act No.211/2000 Coll. on free access to information and on amendments and supplement to certain acts (Freedom of Information Act) Radio and television of Slovakia is obliged to publish this Contract via Central Register of Contracts of the Government Office of Slovak Republic in its full wording.
THE LICENSEE THE LICENSOR
Mr Xxxxxx Xxxx Mr Xxxxxx Xxxxxxxxx
General director
APPENDIX 1 TELEVISION LICENSE AGREEMENT GENERAL TERMS AND CONDITIONS
1. LICENSE:
Subject to the payment of the license fees specified in this Agreement and performance by Licensee of all its obligations hereunder, Licensor grants to Licensee and Licensee accepts a limited license to telecast the Programmes only from the television station(s) set forth in this Agreement, only the Programs listed therein, and only for the maximum number of telecasts specified in this Agreement, and for no other use or purpose. All rights of whatsoever kind and nature now or hereafter known which are not specifically granted to Licensee herein are hereby expressly reserved to Licensor for its unrestricted use and disposition.
a) Free Television means over-the-air and cable terrestrial transmission only, using any form of print copy for reception on a television receiver or comparable device now known or later devised without a charge being made to the viewer for the privilege of viewing the Program.
b) Pay Television means over-the-air and cable terrestrial transmission only, using any form of print copy for reception on a television receiver or comparable device now known or later devised where a supplemental charge is made to the viewer for the privilege of viewing any special channel or the Programs.
c) Satellite means transmission using any form of print by means of satellite transmission direct to home dish whether such satellite signal is scrambled or unscrambled.
d) Cable means transmission using any form of print copy by means of wired cable transmission of any kind or nature.
2. RESTRICTIONS:
Licensee covenants and warrants that it will not telecast or exhibit the Programs except over the station facilities listed and shall not telecast or exhibit the Programs beyond the expiration date of the Term specified in the Agreement or in excess of the maximum number of runs which Licensee is permitted to have with respect to any particular Program. Licensee is prohibited from allowing the telecast or exhibition of the Programs by any other party or over any other facilities including without limitation additional stations, boosters, community antennae, satellites, translators, relays, network simultaneous transmission or otherwise.
3. PAYMENT OF LICENSE FEES:
The License Fees shall be paid to Licensor at the time set forth in the Agreement or as otherwise provided herein whether or not Licensee shall have actually telecast the Programs. All said license fees shall be payable in full regardless whether Licensee makes any or all broadcasts licensed hereunder, without offset, deduction, counterclaim or other credits which Licensee may have or claim to have against Licensor. Amounts, if any for prints or replacement prints as required under Agreement, shall be paid immediately upon Licensee's receipt of Licensor's invoice therefore.
Licensee shall obtain all necessary permits from the government Authorities to make all payments to Licensor required under this Agreement.
Licensee shall assume and pay without limitation all license, sales use, withholding or other taxes, assessments, custom duties or similar charges no matter how described, imposed by any governmental body upon the licensing of Programs hereunder and/or the delivery or possession or use of Programs or prints thereof, it being the intent hereof that the total license fee specified herein shall be a net amount, free and clear of any tax, levy or charge of whatsoever kind or nature howsoever denominated.
4. BLOCKED FUNDS:
In the event that Licensee shall be prohibited or restricted from making payment of any monies at the time when same are due and payable to Licensor hereunder by reason of the laws or currency regulations within the Territory, Licensee shall promptly so advise Licensor in writing. Licensee shall upon Licensor's request, deposit any such blocked funds to the credit of Licensor in a bank or banks or other depository in the Territory designated in writing by Licensor, or pay them promptly to such persons or entities as Licensor may designate in writing.
5. TERRITORY:
The Territory shall mean the country or countries listed in the Agreement as its or their political and territorial boundaries exist on the date of this Agreement, exclusive of non-contiguous colonies, possessions and similar non-contiguous areas.
6. DELIVERY AND RETURNS OF PRINTS:
a) Pursuant to this Agreement, delivery of material by Licensor to Licensee shall mean:
(i) Delivery of said materials to Licensee, to Licensee's agent, to a common carrier, to the post office or to any shipping agent designated by Licensee shall be deemed delivered to Licensee and Licensor shall not be liable for any action taken by any party. If no mode of delivery shall be designated by Licensee, Licensor may select the mode of delivery. All costs of shipping, transportation and delivery shall be borne by Licensee.
(ii) After a period of 30 days from delivery of the material, said material shall be deemed accepted by Licensee if Licensee has not given notice of any defect within this period.
b) Upon the expiration or earlier termination of this Agreement Licensee shall at Licensor's sole discretion:
(i) deliver all of the material of the Programs in Licensee's possession to Licensor or to the address Licensor shall indicate to Licensee, free of charge, in good condition, normal wear and tear excepted, on the reels and in the containers in which it was received, or
(ii) Destroy same, furnishing Licensor with a certificate of destruction duly authentificated by the appropriate party in the respective countries of the Territory. If Licensee fails to return all of the material of the Programs supplied by the Licensor in the aforesaid condition in a timely manner, or if Licensee returns damaged material, Licensee shall for with pay Licensor the laboratory cost of replacing such material. It is understood that all of the material of the Programs whether supplied by Licensor to Licensee or prepared by Licensee or a laboratory on Licensee's behalf, is and will remain Licensor's exclusive property, and Licensee shall only have the right to use same in accordance with the terms and conditions hereof.
7. EDITING TITLES:
a) Licensee shall broadcast each print, as delivered by Licensor, in its entirety and in its original form. Licensee shall not have the right to make any changes, alterations, cuts, eliminations, or other editing the Program in the territory, in special case the licensee may have some minor edit and change to comply with censorship authorities. Licensee shall not delete the copyright notice, credits or Licensor's logo from any print. Licensee shall have the right to excerpt portions of the Programmes for use in promoting their exhibition (trailer of 3 minutes maximum) only.
b) All Programs shall be broadcast under the applicable titles specified in the Agreement; however, Licensor reserves the right to change the title or subtitle of any Programs licensed hereunder. Licensor agrees to give reasonable notice of any change of title; Licensee shall then immediately substitute the changed title in all advertising and shall immediately substitute footage containing the changed title (to be furnished by Licensor, at its expense), in any prints held by Licensee.
8. CREDITS:
Licensor shall have the right to pre-approve, which approval will not be unreasonably withheld, all advertising and publicity Licensee uses with respect to each Program. Licensee shall strictly adhere to the credit schedules supplied by Licensor in the main and/or end titles of each Program and in all advertising and publicity with respect thereto. If Licensor does not provide such a credit schedule, then Licensee must demand same from Licensor in writing before preparing any advertising or publicity for the Program. The required credits are hereinafter referred to as "credits".
9. ADVERTISING:
Provided that Licensee conforms to any advertising credits, restrictions, or requirements furnished by Licensor, Licensee may use the names and likenesses of performers of each Program in advertising the broadcasting thereof in the territory covered by the named station(s) provided that such use must not be an implied or direct endorsement of any product or service.
10. LEGAL TITLE:
Legal title to all material provided to Licensee hereunder shall at all times remain in Licensor or in the party or parties from whom Licensor obtains the rights licensed to Licensee, and all rights (including copyrights) therein shall vest in Licensor, subject only to possession and control thereof by Licensee during the term solely for the purpose of exercise of the rights licensed herein.
11. COPYRIGHT ; INFRINGEMENT :
a) Licensee shall take all steps and pay any and all fees necessary to protect each Program and all material delivered or manufactured hereunder by copyright in the Territory such copyright to be taken in the name of Licensor or as Licensor shall designate, and to renew or extend such copyright.
b) Licensor shall protect the interest of both parties and restrain anyone from unauthorized exhibition of the Program or duplication of any nature or the doing of any act which infringes upon the Program.
12. COMPLETION OF BROADCASTS PRIOR TO EXPIRATION OF BROADCAST TERM:
Notwithstanding anything in the Agreement to the contrary, if Licensee broadcasts any Programs hereunder the number of times permitted hereunder prior to the expiration of the Broadcast Term thereof, this license shall be terminated with respect to such Program as of the date following the last permitted broadcast thereof ; any then remaining unpaid balance of the license fee for such Program shall forthwith become due and payable.
13. WITHDRAWAL:
Licensor reserves the right to withdraw any Programs from this Agreement, effective as of Licensee's receipt of Licensor's notice of withdrawal, if Licensor, in its sole discretion, determines that the telecasting or continued telecasting of such Programs would or might infringe upon the rights of others or violate any law, court order or regulation or ruling of any governmental authority, or if Licensor deems such withdrawal necessary or advisable because of any claim, litigation or threatened litigation with respect thereto. If Licensor withdraws any Program, Licensor may, at its election, (a) forthwith deliver to Licensee another Program (not other wised licensed hereunder) that Licensor and Licensee deem of comparable quality, subject to all of the terms and conditions herein contained with respect to such withdrawn Program, or (b) terminate this Agreement with respect to such Program and Licensee shall and does waive all claims for damages arising there from. In the event of such termination, the license fee applicable to such Program will be refunded if the Program has not yet been telecast or distributed and in the event there have been one or more telecasts, Licensor shall refund such within 30 days of notice to withdraw such portion of the license fee for the Program as it determines in good faith to be fair and reasonable under the circumstances. If Licensee is unable to broadcast any Program on the scheduled broadcast date therefore (as specified in this Agreement) because such Program has been withdrawn and no substitute furnished therefore at such time, then Licensee shall have no obligation to make any payment for such broadcast.
14. CENSORSHIP:
In the event that Government Censorship Authorities of the territory do not permit the exhibition of the Programme (s), Licensee shall furnish Licensor with a Certificate of Rejection and the said Programme (s) shall be deleted from the Contract and the license fee shall be reduced accordingly, with full amount refund for any monies paid.
15. NON-PERFORMANCE:
Licensor shall not be liable for any failure to deliver a Program in accordance with Licensor's obligations hereunder by reasons of "force majeure" (i.e., without limitation, act of God, epidemic, fire, casualty, lockout, labour condition, riot, war, blackout, air raid, air raid alarm, act of public enemy, order or decree of any governmental agency or tribunal), technical or processing failure or delays, transportation failure or delay, or other cause of a similar or different nature beyond Licensor's control, or because of non production or failure to complete production for any of the above reasons of any Program as yet unproduced. If, for any reason set forth above, Licensor is unable to deliver a Program, Licensor shall either
(i) deliver a replacement Program which Licensee and Licensor deem of comparable quality,
(ii) extend the license period for the Program hereunder or,
(iii) promptly return that portion of the license fee allocated for said Program.
16. DEFAULT:
If Licensee fails to make payments as and when due hereunder, fails to order and pay for material, or otherwise breaches any restrictions or other material provision of this Agreement, or if a voluntary petition in bankruptcy shall be filed by Licensee, or if a receiver, trustee or liquidator of Licensee or its property be appointed , (each and all events being herein defined as "default") then, at any time during the continuance of any such default Licensor may, in addition to any other rights it may have at law or in equity, at its options and without in any way impairing its right to payment in full hereunder, suspend delivery of prints hereunder and/or terminate all rights herein granted without refunding or rebating any amounts whatsoever to Licensee and Licensor shall have the right to immediately exploit the Program in any and all media it shall so desire . Upon any termination hereunder, all license fees then due or to become due to Licensor hereunder shall become immediately due and payable. Notwithstanding the foregoing, Licensor shall give Licensee written notice of intention to terminate this or any other license by reason of Licensee's default hereunder and Licensee shall have thirty (30) days within which to cure such default (provided that the foregoing notice
requirement shall not apply to voluntary bankruptcy or any other default which, by its nature, cannot be cured within thirty (30) days.).
17. INDEMNITY:
Each party will indemnify and hold the other (and any assignees or licensees thereof permitted under this Agreement, and their officers, directors and employees) harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees (herein collectively "claims") arising out of the broadcasting hereunder of any material furnished by such party. Further, Licensee shall indemnify and hold Licensor harmless from and against any claims arising out of Licensee's editing of or deletion of material from any Program broadcast hereunder and/or arising out of Licensee's failure to broadcast credits and/or arising out of any breach by Licensee of this Agreement or any failure by Licensee to perform any acts required by it hereunder. Licensee or Licensor, as the case may be, shall promptly notify the other party of any claim or litigation to which such other party's indemnity applies.
18. MUSIC:
Licensee shall, at the sole cost and expense of Licensee, secure all performing rights licenses and pay all royalties or license fees necessary for the broadcasting of each musical composition contained in each Program in the Territory. Licensor shall, at the request of Licensee, furnish Licensee with the following information with respect to each musical composition contained in each Program: name or other indication, composer (if known), publisher (if any). The rights licensed hereunder are subject in all respects to all rights of composers, authors, music publishers and performing rights societies with respect to the performance of the music synchronized with the Programs.
19. ASSIGNMENT:
Licensee shall not assign this Agreement in whole or in part, to any third party without the prior written consent of Licensor. Any such assignment or sublicense so permitted or consented to shall not relieve Licensee of any of its obligations hereunder.
Licensor may assign its rights hereunder, in whole or in part at any time, to any person, firm or corporation, provided however that no such assignment shall relieve Licensor of any of its obligations hereunder.
20. NOTICES:
All notices required to be given hereunder must be given in writing, by personal delivery or by an overnight delivery service (such as DHL…) and delivered to the respective addresses of the parties hereto, set forth above, or at such other addresses as may be designated in writing by either party.
Notice given by any form of delivery save hand delivery shall be deemed given on the second business day after delivery by the sending party of the documents to the respective delivery provider (for example, DHL).
21. GENERAL PROVISIONS:
A waiver by either party of any of the terms and conditions of this Agreement in any one instance shall not be constitute 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. Nothing herein contained shall constitute a partnership between or joint venture by one of the parties hereto, or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this clause and neither party shall become liable by any representation, act or omission of the other in contravention of this provision. This Agreement shall be governed by and construed in accordance with the laws of France, the Court of Paris being competent, applicable to contracts entered into and full to be performed therein. This Agreement contain the entire understanding of the parties hereto relating to the subject matter herein contained, and this Agreement cannot be changed, rescinded or terminated absent a writing signed by the party to be charged. The titles of the paragraphs of this Agreement are for convenience only and shall not in any way effect the interpretation of any paragraphs of this Agreement or of this Agreement itself.
22 – WRRANTIES:
The Licensor warrants to the Licensee that he has the authority to grant the rights hereby granted to the Licensee and the exercise of such rights by the Licensee will not infringe the rights of any third party.
The Licensee warrants to the Licensor that he will take good care of any payment of any fee to any national or local Collecting Rights Society (comparable to ASCAP, BIEM or SACEM - if any in the concerned territory) in respect of the broadcast of the music of the film.