Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: MINERVA PICTURES GROUP SRL Xxx xxx Xxxxx Xxxxxxx, 0
00153 - RÍM
VAT: IT06131921006
Taliansko
Zastúpená: Xxxxxxxx Xxxxx CEO
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: Xxx. Xxxxx Xxxxxx
generálny riaditeľ zapísaná: Obchodný register Mestského
súdu Bratislava III., Oddiel: Po, Vložka č: 1922/B
Programy: hrané filmy 3 x 90´, dlhometrážny dokument 90´ a hraný seriál 5x 60´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 2 roky, od 1.2.2024 do 31.1.2026
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing, titulky
Počet vysielaní: 2 vysielania – každé vysielanie vrátane reprízy do 48 hodín
Vysielacie práva: Terestriálne – Free TV práva exkluzívne vrátane káblovej a satelitne retransmisie catch up práva na 7 dní po odvysielaní.
Licenčný poplatok: 18.400,- EUR
Splatnosť licencie: 50% z celkovej sumy po podpise zmluvy do 30 dní po doručení faktúry
50% z celkovej sumy po dodaní vysielacích
materiálov najneskôr do 30 dní po doručení faktúry
Podmienky dodania materiálu: Technické náklady za materiál:
Po podpise zmluvy
150,-EUR/90´, 100,-EUR/60´
Celková suma 950,-EUR
/K filmu Konformista má RTVS materiál k dispozícií – re-run/
Technické parametre materiálu: Materiál bude dodaný cez ftp
vo formáte zodpovedajúcom technickej špecifikácií RTVS
Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za MINERVA PICTURES GROUP SRL
Xxxxxxxx Xxxxx CEO
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (bod 7 dubbing clause)
doplnené v bode O Special provision.
za RTVS Xxxxx Xxxxxx
generálny riaditeľ RTVS
DISTRIBUTION AGREEMENT
This Distribution agreement ("Agreement") is made as of 29th December 2023 Between
MINERVA PICTURES GROUP SRL (“Licensor”) having its place of business in Xxx xxx Xxxxx Xxxxxxx,0 – 00000 Xxxx – Xxxxx, VAT number 06131921006
And
RADIO and TELEVISION of SLOVAKIA (“Distributor”) having its place of business, Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxx Xxxxxxxx, XXX number SK2023169973, represented by Mr. Xxxxx Xxxxxx, General Director The Licensor and Distributor shall hereafter be collectively referred to as the “Parties.”
Picture(s): See annex A
A. Territory(ies): SLOVAKIA
B. Term: 2 years – see annex A for exact dates for each title
C. Fee per title: As specified in Annex A.
D. Runs: 2 plus quick repeat within 48 hours,
Catch Up Rights : limited catch up rights for streaming via www. xxxx.xx for maximum 7 days after premiere broadcast on main channel
D. Authorized Language(s): Original Language Version dubbed and/or subtitled in Slovakian language
E. Financial Terms:
a) Total License Fee – (18,400/00 euros) net
50% (9,200/00 euros) on signature within 30 days after the receipt of the invoice
50% (9,200/00 euro) after delivery and technical acceptance of materials within 30 days after the receipt of the invoice
Materials cost: Materials shall be delivered at cost of 150, euros per feature file 90´ and 100,-euros per one hour file. Total amount of the material costs – 950,-Euros. The material costs will be invoices separately after the delivery of the material and its technical acceptance.
The FEE is a minimum net sum, and no taxes or other charges of any sort may be deducted from it. In the event that Distributor is required by law of any part of the Territory to deduct any sums from those due and payable to Licensor hereunder (e.g. withholding tax), prior to making any such deductions, Distributor shall forthwith notify Licensor thereof in writing, and shall provide Licensor with the original of the receipt from the relevant government tax authority, and all sums so paid shall be treated for all purposes as payments made solely by and on behalf of Licensor. If a double taxation treaty exists between the country in which Distributor is resident, and the country in which Licensor is resident, then the withholding tax deducted by Distributor shall be made in accordance with the double taxation treaty. Without prejudice to the foregoing, Distributor shall in no event be entitled to claim any refund, or seek reimbursement from Licensor of any portion of the amounts already paid by Distributor hereunder.
Payment by wire transfer should be sent to:
Name of Bank : XXXXXX Number Iban : XXXXXX Number Swift : XXXXXX
Account N. : XXXXXX
to Minerva Pictures Group Srl
F. Licensed Rights:
[MENTION IN THIS AGREEMENT OF ANY RIGHT NOT SPECIFICALLY LICENSED TO DISTRIBUTOR IN THE LICENSED RIGHTS TERMS DOES NOT GRANT TO DISTRIBUTOR EXPRESSLY OR BY IMPLICATION ANY RIGHT NOT SPECIFICALLY LICENSED TO DISTRIBUTOR IN THE LICENSED RIGHTS TERMS]
EXCLUSIVE
Cinematic Rights: Licensed
Theatrical [ ]Yes [X]No
Non Theatrical [ ]Yes [X]No
Public Video [ ]Yes [X]No Commercial Video [ ]Yes [X]No
EXCLUSIVE
Video Rights: Licensed
Rental [ ]Yes [X ]No
SellThru [ ]Yes [X ]No
DVD [ ]Yes [X ]No
Blue-ray and future media
formats [ ]Yes [X]No
EXCLUSIVE
Free TV Rights: Licensed
Terrestrial [X]Yes [ ]No
Cable [X]Yes [ ]No
Satellite [X]Yes [ ]No
EXCLUSIVE
Pay TV Rights: Licensed
Terrestrial [ ] Yes [X]No
Basic Cable [ ]Yes [X]No
Satellite [ ] Yes [X]No
Svod [ ]Yes [X]No
EXCLUSIVE
Pay Per View Licensed
Residential [ ]Yes [X]No
Non-Residential [ ]Yes [X]No
Demand View [ ]Yes [X]No
Notes: Any Satellite Transmission of the Pictures shall be encrypted
EXCLUSIVE
Ancillary Rights: Licensed
Airlines [ ]Yes [X ]No
Ships [ ]Yes [X ]No
Hotel/Motels [ ]Yes [X]No
NON EXCLUSIVE
Internet & Vod Rights:Licensed
VoD [ ]Yes [X]No
DTO, EST [ ]Yes [X ]No
DTR [ ]Yes [X ]No
IP TV [ ]Yes [X]No
G. Delivery: Key artwork, photos, English dialogue list.
Costs of materials: shall be delivered at cost according point E and this sum includes: HD masters to be delivered via FTP, separate Music and Effects tracks – compulsory for IL CAMMORISTA Trailer, Poster and stills, if available.
H. Access to Foreign Tracks: Licensor and/or its nominees shall at all times have access to any foreign language and/or subtitled versions or tracks of the Picture, and all available promotional materials created by Distributor and Distributor's approved sub distributors upon payment of 50% of Distributor´s Production Dubbing /Subtitling costs.
I. Interests: Timely payments are of the essence of this Agreement. Licensor hereby notifies Distributor that Distributor must make all payments in accordance with the time lines specified herein. Any payment not made when due will, in addition to any other right or remedy of Licensor, incur a finance charge at the lesser of three base points over the 3-month London Inter Bank Offered Rate (“LIBOR+3”) on the date payment was due or the highest applicable legal contract rate. This finance charge will accrue from the date the payment was due until it is paid in full.
J. Contract and invoicing contact: All contract and invoice related matters must be addressed to Xxxxxxxx Xxxxxxxxx, e-mail: xxxxxxxx.xxxxxxxxx@xxxx.xx
K. Warranties:
Distributor represents, warrants, covenants and agrees that:
a) it shall pay the due amount within the due date according to the condition of this Agreement;
b) In exercising any Licensed Rights, Distributor may not: (i) alter or delete any credit, logo, copyright notice, trademark notice or RMI on the Picture; (ii) include any advertisements or other materials before, during or after the Picture other than the credit or logo of Distributor, an approved anti-piracy warning, or commercials as authorized in this Agreement; or (iii) alter, substitute, dub or delete any music or lyrics without prior Notice of Licensor’s approval;
c) In using the title of the Picture or Licensor’s name, logo, banner or other identified trademark on the Picture (“Marks”), Distributor will at all times follow good trademark practices subject to Licensor’s Requirements. Distributor will not at any time adopt any symbol confusingly similar to any of the Marks or attempt to register any of the Marks or claim any goodwill deriving from them. All good will arising from use of the Marks will inure to the benefit of Licensor. Upon reasonable request, Distributor will give Licensor representative samples of each use of all Marks for quality assurance purposes. If Licensor determines Distributor is using any of its Marks improperly, Licensor may give Notice to Distributor of the improper use. If Distributor fails to timely remedy the improper use, Licensor may immediately terminate Distributor’s right to use such Marks.
d) Distributor may not, to the extent permitted by Law, sell or authorize sale of Discs incorporating the Original Language Version of the Picture Parallel Tracked with any other Authorized Language Version until after Original Language Disc Versions are made available for sale to the public in any country with the same Disc region code as that primarily utilized in the Territory.
e) If any Law requires Distributor to obtain a permit or clearance to exploit any Licensed Right, then Distributor will do so at its expense promptly after payment of the Flat Fee. These may include any dubbing certificate, quota permit, censorship clearance, author’s certificate, certificate of origin, music cue sheet or remittance tax form.
f) If the Licensed Rights include Demand View and EST Rights, each statement must also include: (i) the total number of access attempts (“raw hits”) to the Picture; (ii) the total number of subscribers to the Picture for the month and the daily average number; (iii) the total number of times the Picture was accessed or downloaded during the month; (iv) the total amount billed and collected, identifying by total number of transactions and total amounts all charges, chargebacks, credits, returns and refunds; (v) the average length of time elapsed or number of bytes when the Picture was accessed; (vi) all subscriber fees identifying the method of allocating such fees to the Picture; (vii) all revenue from advertising, indicating the source and any method of allocating such revenue to the Picture; and (viii) all other reasonable and available financial information necessary or appropriate for calculating Internet or ClosedNet Gross Receipts.
g) Until three (3) years after the Term, Licensor may on fifteen (15) days prior Notice (extendable to thirty (30) days on Distributor’s request if given during a major film market) examine and copy, on its own or through its auditors, Distributor’s financial records regarding the Picture. The examination will be at Licensor’s expense unless it uncovers an underpayment, uncontested or later determined due, of more than ten percent
(10%) of the amount shown due Licensor on the statements audited, in which case Distributor will pay upon demand the costs of the examination.
h) Distributor will pay for all Delivery Materials as indicated in the Deal Terms or otherwise in Licensor’s Delivery Notice. All costs of Delivery and return of the Delivery Materials (including shipping charges, insurance, import fees, duties, brokerage fees, storage charges and related charges) will be Distributor’s sole responsibility unless otherwise specified in the Deal Terms.
At the end of the Term, Distributor at its expense, will at Licensor’s election, either: (i) return all Delivery Materials and Distributor Created Materials to Licensor; or (ii) destroy all Delivery Materials and Distributor Created Materials and provide to Licensor a customary certificate of their destruction.
k) Distributor will indemnify and hold harmless Licensor, its officers, directors, partners, owners, shareholders, employees, attorneys and agents, from all claims, loss, liability, damages or expenses, including reasonable outside attorneys’ fees and legal costs, but not including lost profits, due to any breach of any of Distributor’s representations or warranties. Distributor will honor this indemnity despite any assignment, transfer, sublicense or appointment of an agent.
L. Assignment: Licensor may freely assign, transfer or sublicense any of its rights and obligations under this Agreement. Such assignment, transfer or sublicense, will not relieve Licensor of its obligations and indemnities under this Agreement, unless the assignment, transfer or sublicense is to a company which acquires all or substantially all of Licensor's assets, or to the original rights holder (the company from which Licensor acquired the rights), which assignment will be deemed to be effected and accepted by Distributor upon receipt of a written notice sent by Licensor in accordance with the terms of this Agreement.
M. Distributor Default: Without limiting any of Licensor's other rights and remedies under this Agreement, at law, in equity or otherwise, Distributor shall be in default of this Agreement should any of the following defaults (“Default”) occur, following which Licensor shall immediately provide Distributor with a written notice to cure (“Cure”) such default. Distributor shall then have an additional twenty (20) business days to Cure such default. If such Default is not Cured, this Agreement may, in Licensor’s sole and absolute discretion, be immediately terminated by Licensor (and Licensor shall be entitled, in addition to all of its other rights and remedies, to retain all sums paid to it hereunder). Such Defaults are: (i) Distributor fails to pay any amounts specified hereunder (including, without limitation, the Guarantee or any portion thereof) within twenty (20) days after the date due hereunder; (ii) Distributor fails to sign a Notice of Assignment and Distributor's Acceptance (if required hereunder) in the form required by Licensor's bank within twenty (20) days after Distributor's receipt of such Notice of Assignment and Distributor's Acceptance. Due to the nature of the film production and distribution business, Licensor and Distributor agree that time is of the essence with respect to the foregoing time periods. In addition to any other right or remedy of Licensor, any payment not made by its due date hereunder will incur a finance charge at the lesser of three hundred basis points over the 3-month LIBOR rate or the highest applicable lawful rate from the date payment was due until paid in full to Licensor. In the event one of the two companies collectively referred to as Distributor is in default, the company not in default will have the right to substitute the defaulting company, paying the sum due to Licensor.
N. Dispute Resolution; Governing Law; Forum: This Agreement shall be governed by and interpreted in accordance with the laws of Italy and Distributor hereby submits to the jurisdiction of the Italian Court.
Rome, 7 December 2023
O. Special provision: 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.
“Licensor” “Distributor”
Radio and Television of Slovakia
Minerva Pictures Group SRL, Xxxxxxx xxxxxx, 000 00, Xxxxxxxxxx, Xxxxxxxx
Xxx Xxxxxxxx 0 - 00000- Xxxx, Xxxxx
Signature:Xxxxxxxx Xxxxx Signature: Xxxxx Xxxxxx
Its: CEO Its: General Director
Programme | Programme Duration | Channel | Licence Period Start Date | Licence Period End Date | No of Runs (with the repeat within 48 hours, or over the weekend) | Slovak TV Total License Fee Per Title (€) |
Before We Say Goodbye | 90´ | Jednotka | 1.2.24 | 31.1.26 | 2 | € 4 000,00 |
Xxxxx & Xxxxx | 90´ | Dvojka | 1.2.24 | 31.1.26 | 2 | € 3 000,00 |
Earth Protectors (dokument) | 90´ | Dvojka | 1.2.24 | 31.1.26 | 2 | € 1 700,00 |
The Conformist (re-run) | 90´ | Dvojka | 1.2.24 | 31.1.26 | 2 | € 1 700,00 |
Il Cammorista | 5 x 60´ | Dvojka | 1.2.24 | 31.1.26 | 2 | € 8 000,00 |
TOTAL AMOUNT | € 18 400,00 |