Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: INTRAMOVIES Via X. Xxxxxxxx 15, 00197 Rím
VAT: IT01508321005
Taliansko a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: Xxxxxxxx Xxxxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: hrané filmy 9 x 90´-100´, dokument
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 1.1.2020 do 31.1.2022
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing, titulky
Počet vysielaní: 2 vysielania
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/digitálne aj analógové šírenie, káblové aj satelitné/
catch up práva na 14 dní po odvysielaní.
Licenčný poplatok: 19.500,- EUR
Splatnosť licencie: 50% z celkovej sumy po podpise zmluvy k 15.1.2020
50% z celkovej sumy po dodaní materiálov a ich technickej akceptácií do 28.2.2020
Podmienky dodania materiálu: Následne po úhrade prvej splátky vo výške
Technické náklady za materiál: 1.090,-EUR
Technické parametre materiálu: Časť materiálov je k dispozícií v RTVS.
Nový materiál bude dodaný cez ftp
vo formáte zodpovedajúcom technickej špecifikácií RTVS
Dátum dodania materiálu: Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za INTRAMOVIES
po úhrade prvej splátky na účet partnera
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (bod 6.1 dubbing clause)
doplnené v bode 24. Special provisions
za RTVS Xxxxxxxx Xxxxxx
generálny riaditeľ RTVS
INTERNATIONAL LICENSE AGREEMENT
This International Multiple Rights Distribution License Agreement is made as of November 21st 2019
BETWEEN:
INTRAMOVIES whose principal place of business is Via X. Xxxxxxxx 15, 00197 Rome, Italy (the “Licensor”); [VAT-NO.:IT 01508321005]
and
RADIO AND TELEVISION SLOVAKIA whose principal place of business is Xxxxxxx xxxxxx, 000 00, Xxxxxxxxxx, Xxxxxx Xxxxxxxx, represented by Mr. Xxxxxxxx Xxxxxx, General Director [VAT-NO.:SK2023169973] (the “Licensee”).
DEAL TERMS
1. LICENSED TITLE/S: Title: SEE ANNEX A-B-C
2. LICENSED TERRITORY
The Territory within which Licensee may exercise the rights granted to Licensee hereunder is Slovak Republic
3. LICENSE TERM: 2YEARS - SEE ANNEX A-B-C
4. RIGHTS LICENSED:
• Television Rights:
Free TV ( Terrestrial, Cable, Satellite)
Satellite transmission of tv rights is allowed only if aimed at the territory of exclusivity.
Authorised Television Runs : 2
5. HOLDBACK PERIOD: NOT APPLICABLE
6. AUTHORIZED LANGUAGE VERSIONS:
The rights to the Film granted hereunder pertain only to the original version dubbed and /or subtitled into the following language(s): Slovak. Subtitling and/or dubbing in Slovak at Licensee’s sole cost and care.
Licensee shall at all time grant Licensor access free of charge to any dubbed or subtitled language version of the Film created by Licensee and Licensor shall be free to exploit or let third parties exploit such language version after expiration of present contract or for rights different from those granted herein.
6.1 dubbing clause:
Licensee has the right to dub the picture into the Slovak language at its sole cost and expenses. Licensor will have access to such version during the entire period of Licensee’s exclusivity. Dubbed tracks will be deposited care of the printing Lab in the joint name of both Licensee and Licensor, and at the end of the exclusivity period such tracks will remain the property of Licensor. Such a dubbing shall be of theatrical quality and shall not alter the spirit of the picture. M& E tracks will be sent on loan if and when available whilst all materials necessary to the dubbing will be paid at cost and according to proforma invoice. The Licensor access to the dubbed versions produced by Licensee´s own costs is allowed upon payment of 50% declared dubbing production costs.
7. CONSIDERATION:
As an OUTRIGHT SALE price for the rights granted hereunder Licensee agrees to pay to Licensor a non-refundable amount specified in Annex A-B-C
Licensee shall not have the right to exercise or authorise any third party to exercise any Licensed Right by means of any format granted herein until the Amount provided for in the paragraph “Consideration” hereunder has been paid in full to Licensor.
8. TERMS OF PAYMENT
The amount shall be paid by bank transfer as follows:
- 50 % license fee on signature of contract, however no later than January 15th 2020
- 50 % license fee, after acceptance of materials, however no later than: February 28th 2020
Cost of materials, listed in ANNEX D, shall be paid upon signature of the contract, prior to the delivery.
All amounts are to be paid net of any and all taxes including VAT and net of all bank charges, remittance fees and/or reimbursing fees. If any, these are to be at the expense of Licensee made exception for the Withholding tax for which Licensee will supply Licensor with proper certification visaed and stamped by Local Authorities to be sent within and not later than the end of the fiscal year . A delay greater than 30 days from date of contractual instalment or from date of letter requesting payment (whichever the earlier) shall result in the immediate cancellation of the contract with rights reverting to licensor without further notice.
All payments are to be made by means of a wire transfer free of any bank charges in favor of: INTRAMOVIES SRL C/O
XXXXXX
XXXXXX
IBAN: XXXXXX SWIFT: XXXXXX
9. ACCOUNTING PERIOD AND DIVISION OF GROSS RECEIPTS: not applicable
RECOUPMENT OF EXPENSES & MINIMUM GUARANTEE: not applicable
10. P&A-BUDGET: not applicable
11. DISTRIBUTION EXPENSES: not applicable
12. EXPLOITATION OF RIGHTS:
All rights herein included or specifically excluded are defined in the General terms and Conditions Art. 1 Definitions.
All rights not explicitly licensed above to Licensee shall be reserved by and belong solely to Licensor and Licensor may freely dispose of all of same. Licensee may not sub-license any of the granted rights without prior written approval by Xxxxxxxx.
13.1 **Video on demand by means of Internet and wire less rights are excluded.
13.2 The exclusive right to apply for and collect income derived from agencies, societies and other similar organizations established for the purpose of collecting and distributing such income and the exclusive right to c collect any national subsidies and any sums receivable by way of blank tape levy or any analogous system is expressly reserved to the Licensor. In the event the Licensee receives any such income it shall be held on trust for the Licensor and the Licensee shall immediately notify the Licensor of receipt and pay all such sums to the Licensor.
13.3 Television Overspill The parties acknowledge that satellite and over-the-air television transmissions cause inherent overspill and certain television transmissions are subject to simultaneous cable relay and that the foregoing shall not constitute a breach of this Agreement provided that the reception of such overspill is not specifically authorized.
13.4 Internet rights
Free Internet rights are expressly excluded unless for Online Advertising: Licensee shall have the right to create and exploit online content, links, publicity, and commercial tie-ups to advertise and promote the Picture within its respective territory (including, without limitation, the right to use clips from the Picture in accordance with the terms hereunder). It is understood and agreed that the specific pages and location used for the advertising and promotion of the Picture within the applicable website shall be in the language(s) of Territory and in all events will clearly indicate that the purpose of such page(s) or locations is to advertise and promote the Picture in the Territory, and that its
content shall be aimed expressly at audiences in the Territory. In no event the maximum duration of the publicity content shall exceed 3’ wether a single continuity scene or composition of several excerpts.
13. APPROVAL REQUIRED FOR SUB-LICENSING: not applicable
14. AUTHORIZED VIDEOGRAMS FORMAT: not applicable
15. COPYING OF MATERIAL:
The Licensee undertakes not to make or cause to be made any copies of any part of the Delivery Materials delivered to the Licensee under this Agreement other than to permit the proper exercise of the Rights granted to the Licensee.
In the event that the Licensee makes or causes to be made any material pursuant to this Clause or pursuant to the terms of any laboratory access letter the entire property and title in all such materials shall vest in the Licensor and shall clearly be marked as the property of the Licensor.
The Licensee undertakes to give the Licensor free and unrestricted access at all times throughout the Term subject to reasonable prior notice to all materials made by or on behalf of the Licensee (including dubbed and/or subtitled version(s) of the Film) in relation to the Film to permit the Licensor or its licensees in accordance the corresponding agreements to copy and/or duplicate such materials.
The Licensee is not authorized to create a new trailer for the Film without Licensor’s prior written approval to do so. Any new trailer created by Licensee with authorization from the Licensor to do so shall be submitted for Licensor’s written approval before release.
16. PROTECTION OF THE FILM:
Licensee shall take all steps, and pay any and all fees necessary to protect the copyright of the Film and all copy of the Film in whatever form delivered or manufactured for the purpose of this Agreement throughout the Territory. In particular, if necessary in the Territory, Licensee agrees to register the copyright of the Film in the Territory in the name as advised by Licensor.
Without prejudice to Licensor’s own right to take such action, Licensee shall promptly take all reasonable legal steps necessary to protect the interests of the Parties or the legal owners or the copyright of the Film(s), and to prevent any unauthorized use or exploitation of the Film(s) in the Territory (hereafter referred to as “Acts of Piracy”), provided that no proceedings shall be instituted without the prior written consent of Licensor.
In the case of any action so instituted, Licensor shall be entitled to join and be independently represented in such action at Licensor’s expense and agrees to cooperate with Licensee to prevent such “Act of Piracy”.
Licensee agrees to keep the Licensor fully informed of all steps taken by Licensee for this purpose. For the avoidance of doubt, it is agreed that no Act of Piracy of the Film, whether occurring before or after execution of this Agreement will allow Licensee to terminate this Agreement or reduce any amounts due to Licensor or alter any other terms and conditions of this Agreement.
17. EDITING RIGHTS:
Licensee shall not be entitled to cut or edit the Film(s) (and shall cause its sub-licensees not to cut or edit the Film(s) in any circumstances) SAVE AS FOLLOWS:
• to meet censorship requirements of any officially recognized censorship authority in any part of the Territory .
• to make foreign language sub-titled or dubbed versions of the Film(s) in accordance with the Deal Terms.
PROVIDED THAT the above permitted cuts and/or editing shall be subject to Licensor’s prior written approval in all circumstances, and to any rights of the producer and director of the film, which approval shall not be unreasonably withheld. In no event the maximum duration of cuts and/or editing shall exceed 5 minutes wether a single continuity scene or composition of several scenes.
PROVIDED FURTHER THAT if the Licensee makes a sub-titled or dubbed version of the Film the Licensee undertakes that such sub-titling or dubbing shall be made in such a way that the essence of the Film(s) shall not be modified by the translation of the dialogue of the Film which the Licensee warrants shall be true and accurate
The Licensee undertakes to use all music incorporated in the original version of the Film exclusively and in its entirety with no change whatsoever.
The Licensee assigns to the Licensor the entire copyright and all other rights in and to any non-original language version of the Film created by or on behalf of the Licensee for the full period of copyright protection including any and all renewals reversions or extensions now or in future existing under the laws in force throughout the world subject only to the license of Rights granted to the Licensee in this Agreement. The Licensee agrees that the Licensor shall at all times during the Term on reasonable prior notice have free and unrestricted access to the dubbed and/or subtitled version.
18. MATERIALS CREATED BY LICENSEE:
Licensee will submit to Licensor all advertising, posters and other promotion materials created by Licensee for exploitation of the rights in the territory. Theatrical release of the Film for prior approval..
19. DELIVERY OF MATERIALS:
Licensee will be granted access to the materials available and shall be paid for by Licensee at lab-cost as better specified in Annex D of present agreement. Materials not available can be produced at Licensee’s expense. Licensee will have to pay up-front for all materials.
Delivery of materials is contingent on full payment of License fee and materials, fully executed License Agreement.All costs of delivery and return (including shipping charges, import fees, duties, insurance and other related charges) will be at the sole cost of Licensee.
In this Agreement “Delivery” shall mean a notice from the Licensor to Licensee that it is ready to deliver the materials specified in Annex D (or any other materials defined in the Deal Terms) (“Notice of Availability”).
The Licensor shall deliver at Licensee's sole cost and expense (except where expressly stated otherwise in the Deal Terms) or cause to be delivered to the Licensee the Delivery Materials specified in the Deal Terms provided that the Licensee shall have paid the Licensor all sums due under this Agreement.
The Licensor shall not be liable for any loss or delay and the manufacture and delivery of all Delivery Materials shall be at the cost and expense of the Licensee (except where expressly stated otherwise in the Deal Terms).
It is expressly agreed that Licensee shall take delivery of the materials within 2 (two) months of Notice of Availability (provided payments due before delivery have been duly received).
Licensee expressly agrees to keep any materials of the Film delivered to Licensee or any duplicate therefrom in a recognized professional laboratory or Licensee’s facility in Licensor’s name and to take all necessary steps to protect such materials from loss and/or theft.
20. EXAMINATION OF MATERIALS:
The Licensee undertakes to examine without any delay all Delivery Materials delivered to the Licensee under this Agreement in order to verify they are suitable for the exercise of the Rights granted to the Licensee, within and no later than 15 working days as from date of arrival.
If any print material or pre-print material delivered to the Licensee is of such quality as to make it technically unfit for theLicensee to exercise the Rights granted to the Licensee the Licensee shall give immediate notice in writing to the Licensor specifying the particular defect and shall return all defective materials. The Licensor shall on receipt of defective materials returned by the Licensee provide the Licensee with substitute print and/or pre-print material free of charge if the Licensor in the exercise of its reasonable opinion is satisfied that such materials are defective and were defective at the time when they left the laboratory or the Licensor’s offices. In all other cases the Licensor’s obligation to provide replacement materials shall be subject to the Licensee pre-paying the cost of manufacture and delivery.
Unless the Licensor receives notice in writing specifying any defect in Delivery Materials or Publicity Materials fifteen (15) days following the delivery of such materials to the Licensee’s shipping agent such material shall be deemed to be of technically acceptable quality for the purposes of this Agreement.
20.1Library movies: Licensee is aware that the titles included in the present contract are old movies and therefore the technical quality check and the eventual rejection can only refer to the duplicated materials, such as but not limited to videomasters. All references to the state of original negatives of which the materials have been manufactured can not be taken into consideration for a rejection.
20.2 In case of non acceptance of materials, Licensor will replace, if possible, the materials at its costs. In case Licensor has no possibility to replace the rejected materials, Licensor shall reimburse Licensee with the amount allocated to the rejected film and the materials paid for by Licensee within 30 days.
21. RETURN OF MATERIALS:
Where any Delivery Materials are provided to the Licensee on loan the Licensee shall be responsible for obtaining and maintaining insurance for the full replacement value of such materials at all times while in the possession of the Licensee or in transit or while in the possession of any laboratory authorized by the Licensee. The Licensee undertakes to return all such materials to the Licensor no later than thirty (30) days after the date the materials were first made available to the Licensee or its agent or nominated laboratory.
In case Materials sent on loan are returned damaged (in the Licensor’s laboratory sole opinion) or not received by Licensor in the delay above mentioned, Licensee shall fully pay costs for replacement and /or restoration of such Materials (at the customary price of the Laboratory holding the basic materials of the Picture) immediately.
On the expiry or sooner termination of the Term the Licensee undertakes at its sole cost and expense to return to the Licensor all Delivery Material delivered pursuant to this Agreement (other than material provided by way of loan which shall be returned in the time stated in first paragraph here above) and all other materials manufactured by the Licensee for the purpose of this Agreement. Notwithstanding the above the Licensor may in its sole discretion require any or all of such materials or parts of them are to be destroyed by the Licensee at the Licensee’s cost and the Licensee undertakes if so requested to provide the Licensor with certification of such destruction in a form acceptable to the Licensor within thirty (30) days after such request.
22. PLACE OF PERFORMANCE AND JURISDICTION
This Agreement shall be governed exclusively by the laws of Licensor’s territory. Any dispute regarding the validity, the execution or comprehension of this contract shall be judged by arbitration under international arbitration
23. LEGAL BINDING:
Upon full signature of Deal Terms these will be supplemented by General Standard Terms. Consequently the License Agreement consists of the 1) Deal Terms and 2) General Standard Terms. Until the License Agreement is signed by both parties the Deal Terms will be legally binding and can be enforced between the parties.
24. SPECIAL PROVISION:
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended § 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.
INTRAMOVIES S.R.L.
( the ”Licensor”)
by: (Signature)
(Name in Print)
Date:
RADIO AND TELEVISION OF SLOVAKIA (the” Licensee”)
by: (Signature)
(Name in Print) Mr. Xxxxxxxx XXXXXX
General Director
Date:
ANNEX A
Titles Granted and Allocations
CODE | Title | Channel | Licence Period Start Date | Licence Period End Date | Slovak TV Total License Fee Per Title (€) |
828 | La Dolce Vita (re-run) | Dvojka | 01-gen-20 | 31-dic-21 | € 1.700,00 |
832 | Deserto Rosso (re-run) | Dvojka | 01-feb-20 | 31-gen-22 | € 1.700,00 |
864 | Mamma Roma (re-run) | Dvojka | 01-feb-20 | 31-gen-22 | € 1.700,00 |
TOTAL | €5.100,00 |
ANNEX B
Titles Granted and Allocations
CODE | Title | Channel | Licence Period Start Date | Licence Period End Date | Slovak TV Total License Fee Per Title (€) |
961 | 8½ (re-run) | Dvojka | 01-gen-20 | 31-dic-21 | € 1.700,00 |
924 | Xxxxxxx X. (re-run) | Dvojka | 01-feb-20 | 31-gen-22 | € 1.700,00 |
TOTAL | € 3.400,00 |
ANNEX C
Titles Granted and Allocations
CODE | Title | Channel | Licence Period Start Date | Licence Period End Date | Slovak TV Total License Fee Per Title (€) |
2259 | Xxxxxx and other Miracles (2015) | Jednotka | 01-feb-20 | 31-gen-22 | € 3.500,00 |
2548 | Life Feels Good (2013) | Dvojka | 01-feb-20 | 31-gen-22 | € 2.500,00 |
3036 | On Fellini´s Footsteps (dokument, 2013) | Dvojka | 01-gen-20 | 31-dic-21 | € 1.300,00 |
4350 | Xxxxxxxxx Xxxxxxxx | Xxxxxx | 01-feb-20 | 31-gen-22 | € 1.700,00 |
2463 | Will Not Stop There (2008) | Dvojka | 01-feb-20 | 31-gen-22 | € 2.000,00 |
TOTAL | €11.000,00 |
ANNEX D
DELIVERY SCHEDULE
Licensee will be granted access to the following materials available and shall be paid for by Licensee at lab-cost for a global amount of 1090 euros (One thousand ninety euros)
-The legendary Xxxxxx and the others miracles: Pores file @25fps.: 250 euros
- Life feels good: Prores file @25fps: 90 euros uploading
- Sulle tracce di Xxxxxxx: prores file @25fps from the HDCam sr (version 75’): 250 euros
- Xxxxxxxxx Xxxxxxxx: prores file SD@25fps (created by Digital Beta): 250 euros
- Will not stop there: prores file SD @25fps (created from Digital beta 16/9): 250 euros Xxxx e mezzo: no materials needed
Xxxxxxx X: no materials needed La dolce Vita: ni materials needed Deserto Rosso: no materials needed
Mamma Rossa: no materials needed
All notices concerning Orders of Materials, Technical Information, Claims, and Delivery shall be sent to Company’ Materials Dept. as follows:
Mrs Xxxxxxx Xxxxxxx xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx