výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Serious Lunch Ltd..
0xx Xx. Xxxxxxxxx Xxxxxx 00 Xxxxxx Xxxxxx XXXXXX X0X 0XX
Veľká Británia 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: detské programy v objeme cca 34,5 hod.
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 1.10.2019 do 30.9.2022
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing
Počet vysielaní: 3 vysielania s reprízou do 24 hodín
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/digitálne šírenie/ vrátane káblových rozvodov a satelitu, catch-up práva
Licenčný poplatok: 29.670,- EUR
Splatnosť licencie: 50% splátka celkovej sumy po podpise zmluvy
50% splátka po dodaní materiálov a ich technickej akceptácií.
Podmienky dodania materiálu:
Technické náklady za materiál:
po podpise zmluvy a úhrade 50% licenčného poplatku
žiadne
Technické parametre materiálu: Material bude dodaný na hardisku
v súlade s technickou špecifikáciou RTVS (Apple Pro Res Files)
Hudobné zostavy, titulkové listiny, dialógovky, podklady ku grafickým titulkom.
Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za Serious Lunch Ltd.
......................................
použitie jazykovej verzie vyrobenej na náklady RTVS možné iba za úhradu 50% dokladovaných výrobných nákladov
uvedené v bode Additional Terms
za Rozhlas a televíziu Slovenska Xxxxxxxx Xxxxxx, generálny riaditeľ
TELEVISION LICENCE AGREEMENT
AGREEMENT | NO. | : | |
DATE | : | 9th May 2019 | |
This Agreement is comprised of the General Terms, Additional Terms, Standard Terms and Conditions. In case of conflict or inconsistency
between these terms, the General and Additional Terms shall prevail over the Standard Terms and Conditions, and as between the General Terms and Additional Terms, the Additional Terms shall prevail.
LICENSOR: Serious Lunch Ltd of 6th Fl. Charlotte Street, 00 Xxxxxx Xxxxxx, Xxxxxx X0X 0XX Email xxxxx@xxxxxxxxxxxx.xx.xx | |
PROGRAMMES: OPERTION OUCH SERIES 1-4 RONJA THE ROBBER’S DAUGHTER | |
RIGHTS GRANTED: RightsType: Free Television Basic Pay Subscription Pay Catch Up SVOD Exclusivity: Delivery Type: Terrestrial Cable DTT Satellite IPTV simultaneous only | |
LICENSEE: ROZHLAS A TELEVIZIA SLOVENSKA | TERRITORY COVERED: Slovakia |
ADDRESS: RTVS, | LICENSED STATION: RTVS channels Jednotka & Dvojka |
Mlynska dolina, Bratislava | LANGUAGE RIGHTS: Slovakian |
845 45 | NUMBER OF EPS: Operation Ouch: S1 (13 x 26’) S2 (10 x 26’) S3 (10 x 26’) S4 (10x 26’) Xxxxx the Robber’s Daughter (26 x 26’) |
Slovakia | HOLDBACK: None |
Represented: Mr. Xxxxxxxx XXXXXX General Director | DURATION: 3 years |
ADDRESS: Xxxx Xxx contact person for the deivery | RUNS:3 including quick repeat within 24 hours |
Tel No: x000 0 0000 0000 | TOTAL LICENCE FEE: Euro 29,670 (Euro 430 per half hour) |
PAYMENT TERMS: | LICENCE PERIOD: |
50% upon signature (30 days) | 1.10.2019 – 30.9.2022 |
50% upon delivery and technical acceptance of the material (30 days) | |
MATERIALS: Hard Drive Apple Pro Res Files | |
ON LOAN: 30 days - | |
Other materials to be delivered: | |
BASIC PUBLICITY KIT plus SCRIPT & MUSIC CUE SHEETS, FRONT & END CREDITS, TEXTLESS PICTURES WITH GRAPHICAL TEMPLATES | |
DELIVERY INSTRUCTIONS: No costs charged for the material | DELIVERY DATE After the signature of the agreement and the payment of 50% total amount of the agreement |
ADDITIONAL TERMS: Licensor´s or third party´s access to the Slovakian language versions produced by Licensee at its own costs is allowed only upon payment of 50% of production dubbing costs. In compliance with the § 47a of the Act No. 40/1964 Collection Civil Code as amended an § 5a 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 full wording | |
When executed by the Licensee and by an authorised officer of the Licensor this instrument shall constitute a binding agreement
ACCEPTED (LICENSEE): | ACCEPTED (LICENSOR): |
PRINT NAME: Xxxxxxxx XXXXXX General Director | PRINT NAME: Xxxxxxxxx Xxxxxx, C.E.O |
TELEVISION LICENCE – STANDARD TERMS AND CONDITIONS
1. DEFINITIONS
1.1. “Authorised Language” means the language specified on the Frontsheet.
1.2. “Dubbed Version” means the version of the Programme dubbed and/or sub-titled into the Authorised language.
1.3. “Frontsheet” means the front page of this Agreement specifying the key business terms of this licence.
1.4. “Licence Period” means the licence period specified on the Frontsheet.
1.5. “Programme” means each episode of the audio-visual work(s), the title and number of episodes of which are specified on the Frontsheet.
1.6. “Territory” means the territory specified on the Frontsheet.
1.7. “Term” means, subject to earlier termination in accordance with this Agreement, the period commencing on the signature of this Agreement and terminating on the earlier of:
a) the completion of the last of the transmissions specified on the Frontsheet; or
b) the expiration of the Licence Period.
2. Rights definitions as show on the front sheet mean the following.
2.1 “Service Type” shall mean one, several or all of the following as specified on the front sheet:
a) "Free Television Service" shall mean a nonencrypted, television service distributed by a one or more television distribution system and capable of being received intelligibly without a charge (other than fees by a governmental agency to persons who own television sets or similar license fees) on home-type television sets. In addition to transmission by Free Television in the Territory, Licensee may simultaneously with such Free Television transmission, transmit the Programme by way of cable diffusion or satellite broadcast where these forms of transmission are a normal extension of Licensee’s networking arrangements within the Territory and are receivable without charge (other than by way of nationally or regionally imposed licence fees).
(b) "Basic Pay Television Service" shall mean a schedule of programming, transmitted by one or more television distribution systems and receivable over home-type television sets, which is offered as part of a package of programming included within the minimum obligatory subscription charge, if any, without a per program, per channel, or other charge of any kind (other than one time or periodic charges for connection to the cable television delivery system and any compulsory fees charged by a government or governmental agency assessed on those who use television sets). Such package of programming shall not include any Subscription Pay Cable Television Service or Subscription Pay Television Service.
(c) "Subscription Pay Television Service" shall mean a schedule of programming (the signal of which is encrypted), transmitted by one or more television distribution systems receivable over a channel of home-type television sets, of subscribers, located in the licensed territory for which the subscriber is charged a periodic (e.g., monthly) blanket subscription fee for reception of all programming exhibited on that channel in addition to any charges for a Basic Cable Television Service, Pay-Per-View Service or other similar services. "Subscription Pay Television Service" shall not include, without limitation, non- theatrical or home video exhibition, as those terms are understood in the entertainment industry.
(d) "Pay-Per-View Television Service" shall mean a schedule of programming (the signal for which is encrypted), transmitted by one or more television distribution systems receivable over home-type television sets, which is offered to subscribers, located in the territory, and for which a payment is charged to receive either individual programs or less than the entire schedule of programming (such as a per program or per day payment) rather than a blanket subscription fee or charge based on the reception of all programming exhibited on a given channel or service, but not referring to any fee in the nature of a television set rental fee. Notwithstanding the foregoing, Pay-Per-View Television Service shall not include, without limitation, non-theatrical, CCTV, or home video exhibition, as those terms are generally understood in the entertainment industry including the ability to stream the programme via the internet, or to download it to own for any period longer than 24 hours.
(e) "SVOD" shall mean that mode of programming distribution by which a package of programs (defined by quantity or time period or type/category of product) is delivered by a programming service on an on-demand basis that permits the subscriber of such service, upon payment of a subscription (and not a per program or per exhibition) fee, to view such programs at a time chosen by the subscriber entirely at his/her discretion without reference to a schedule of viewing times pre-established by the service provider and to stop and start, pause, fast-forward and rewind (or any of these functionalities) the exhibition of such programs using computer information storage, retrieval and management techniques during the subscription period determined by the service provider.
f) “Catch Up” shall mean the right to communicate the Programme (including by means involving reproduction or caching of data files for the purpose of such communication only and without a permanent copy being made) to the public by the authorised channel’s free online service for 14 days for each episode of the Programme following the transmission of the same episode on the authorised channel.
2.2. “Delivery Type” shall mean one, all or several of the following as speficied on the front sheet:
a) "Terrestrial Television System" shall mean a VHS, or UHF terrestrial, over-the-air conventional television broadcast signal, both the audio and video portions of which can be intelligibly received without charge by a standard television antenna (without any other device) for viewing on a home type television set.
(b) "Cable Television Distribution System" shall mean community antenna television distribution system or similar cable television distribution system.
(c) "Digital Terrestrial Television" ("DTT") means the broadcast of television programs (including ancillary programs services such as text or subtitling) in a digitally compressed format otherwise than by satellite for general reception in the Territory or any parts thereof. It is understood that a Digital multiplexed Service means a service consisting of one or more DTT services.
(d) "DBS Television Distribution System" shall mean a television distribution system in which an audio visual signal containing one or more channels is intended to be received directly from an earth-orbit satellite by satellite dish antennas located on or adjacent to private residential homes and other dwellings, businesses, institutions or other units for viewing on home type television sets located therein without the additional use of the facilities of any television distribution system.
(e) "IPTV Television Distribution System” shall mean a programmed, linear television distribution system where the audio visual signal is distributed by Internet Protocol to a set top box or directly to home type television sets.
3. GRANT OF RIGHTS
3.1. Subject to a conditional upon the full and timely performance and observance by Licensee of its obligations under this Agreement, Licensor hereby grants to Licensee the right to transmit the Programme by means of the Type of Service and Type of Delivery throughout the Territory during the Licence Period in the Authorised Language for the number of transmissions specified on the Frontsheet only on the Licensed Stations if specified on the Frontsheet.
3.2. For the avoidance of doubt, Licensee acknowledges that it shall not be entitled to transmit the Programme prior to the commencement of the Licence Period.
3.3. The parties acknowledge that where a programme is transmitted by satellite, such transmissions may extend beyond the territory for which transmission is intended due to the inherent capability of satellites to beam down signals which are not confined to territorial boundaries (“Overspill”). Licensor hereby acknowledges that to the extent that Licensee is authorised to transmit the Programme by satellite, Overspill of the transmission beyond the Territory shall not constitute a breach of this Agreement and Licensee hereby acknowledges that Overspill into the Territory of a transmission of the Programme intended for a territory outside of the Territory shall not constitute a breach of this Agreement.
3.4. All rights not expressly granted to Licensee herein are hereby expressly reserved to Licensor including, without limitation, the right to transmit or authorise the transmission of the Programme by means of television to paying audiences (whether or not such audiences pay on a subscription, pay-per-view, rental, sale or other basis) and so called video-on-demand rights. Without limiting the generality of the foregoing Licensor reserves the right to change the title of any Programme and to licence to any third party film excerpts up to 10% (ten per cent) of the length of any episode of the Programme for television or other exhibition in any area at any time.
4. DELIVERY AND APPROVAL OF DELIVERY MATERIALS
4.1. At Licensee’s election, Licensor will either:
a) provide Licensee with a set of the delivery materials in either 4:3 or 16:9 FHA as specified on the Frontsheet, from which Licensee will produce its own materials and, at Licensee’s expense, return the originals to Licensor or send them on as Licensor shall reasonably direct within 7 days of request by Licensor (but not earlier than 30 days after receipt by Licensee of such materials); or
b) provide Licensee with its own set of such materials in which case Licensee will reimburse Licensor the technical costs of producing such materials for Licensee in accordance with clause 6 below.
Licensee may not use the loan materials in any way except to duplicate their own set of masters
4.2. Delivery of the Programme shall be effected by delivery of such materials on or before the delivery date specified on the Frontsheet. Delivery of such materials by Licensor to a common carrier, to the post office or to any shipping agent designated by Licensee shall be deemed delivery to Licensee and Licensor shall not be liable for any action or default of any such party.
4.3. Delivery shall be at Licensee’s expense as to delivery charges, taxes, duties etc and if such costs are borne initially by Licensor they will be reimbursed by Licensee in accordance with Clause 6 below.
4.4. Licensee shall be deemed to have accepted the materials delivered to it unless within fourteen (14) days of receipt thereof Licensee has notified Licensor in writing that by reason of a specified defect in the technical quality of the materials delivered they are unsuitable for exhibition and has returned such defective materials to Licensor within seven (7) days
thereafter.. Licensor shall then (at its option) as Licensee’s sole remedy either provide at its own expense substitute material for the Programme which, if it corrects the specified defect, shall be deemed to have been accepted, or alternatively terminate this licence by notice in writing upon receipt of such notification and within thirty (30) days of such termination return any part of the Licence Fee already paid.
4.5. All materials delivered hereunder shall (notwithstanding payment of the cost of manufacture of the same by Licensee) remain the property of Licensor and Licensee warrants:
a) to take reasonable care in handling and storing such materials;
b) not to make or permit the making of any copy except as necessary to enable transmission pursuant to this Agreement; and
c) to take all reasonable steps to prevent the theft or the unauthorised copying by any third party of any such materials or materials manufactured therefrom;
d) to insure such materials whilst in Licensee’s or shipper’s possession for the full replacement value thereof; and
e) to pay to Licensor upon request the cost of replacing any materials lost or damaged whilst in Licensee’s or shipper’s possession.
4.6. Within seven (7) days following expiration or earlier termination of the Term, Licensee shall at Licensor’s election either deliver to Licensor at Licensor’s expense all materials relating to the Programme still in Licensee’s possession or control or, (if requested by Licensor) destroy or erase such materials and deliver to Licensor an affidavit verifying destruction or erasure of such materials.
5. DUBBING
5.1. In the event that the Programme is not delivered to Licensee dubbed or sub-titled into the Authorised Language, the rights granted hereunder shall include the non-exclusive right for Licensee at its own expense to dub and/or sub-title the Programme into the Authorised Language or authorise others to do so, provided that if the Programme has no dialogue or voice-over, the Licensee’s rights shall be limited to translating the titles and credits.
5.2. In the event that Licensee is permitted under clause 5.1 to dub or sub-title the Programme, in carrying out such dubbing or subtitling Licensee shall ensure that the dubbed soundtrack and/or sub-titles are close translations of the original language script and the production of the Dubbed Version is entrusted to a reputable dubbing house.
5.3. In part consideration of the rights granted herein, Licensee hereby assigns to Licensor, to the extent necessary by way of present assignment of future rights, the entire copyright and all other rights now or hereafter existing in any Dubbed Version produced by or on behalf of Licensee and Licensee undertakes to do any acts required (including the execution of any documents) in order to further perfect the assignment of such rights to Licensor. In producing such Dubbed Version, Licensee will ensure that it secures all necessary rights to enable it to assign such rights to Licensor, and further buys out to the maximum extent possible at law any rights to residual or use payments of any contributors to the Dubbed Version so as to enable Licensor to enjoy the full and unrestricted exploitation of the Dubbed Version throughout the World in all media in perpetuity without the need to make any payments to any party.
5.4. Without limiting Clause 5.3 above, Licensee agrees to permit Licensor or any third party authorised by Licensor access to and unrestricted use of any Dubbed Version of the Programme produced by or on behalf of Licensee and to any foreign language advertising or publicity material in return for 50% of the actual cost of the Dubbed Version or if this sum exceeds the value of the 3rd party licence, a fee to be agreed in good faith between the parties (in addition to the cost of any duplication or delivery costs of any of the aforesaid) provided such use does not conflict with the rights granted to Licensee hereunder.
6. EDITING
6.1. Licensor authorises Licensee to make minor cuts and editing as may be required in order to insert commercials or for the purposes of obtaining any required censorship permissions. No representation or warranty is given that any particular censorship permission will be obtained.
6.2. Save for the purposes specified in Clause 6.1 above Licensee shall not make any cuts or alterations and shall exhibit the entire Programme (if at all) as delivered hereunder unless Licensor shall otherwise agree in writing.
6.3. Without limiting the foregoing, Licensee shall not cut or edit any titles, credits announcements, trademarks and emblems or copyright notices contained in the Programme as delivered hereunder nor permit the same.
7. PAYMENT OF LICENCE FEE
7.1. The amount payable by Licensee shall be such sum as shall, after deduction of any and all costs of conversion and transmittal of funds and all withholding or other taxes required to be paid to any governmental or other authority, be equal to the amount of the Licence Fee specified on the Frontsheet and paid by wire transfer. Cheques are not an acceptable form of payment.
7.2. The Licence Fee shall be paid by Licensee upon such dates and in such instalments as are specified on the Frontsheet, provided that if no payment date is specified the Licence Fee is payable in full on signature of this Agreement. Payment shall be made by means of a bankers draft drawn in favour of Licensor or by wire transfer to Licensor’s bank, as required by Licensor’s invoice. The Licence Fee shall not be considered paid until such bankers draft is received by Licensor or said account is credited as aforesaid. All Licensee’s own bank charges relating to payments in favour of Licensor shall be borne by Licensee.
7.3. The cost of materials specified in Clause 3.1(b) above and the cost of delivery specified in Clause 3.3 above will be paid by Licensee upon invoice, but in any event not later than the date for payment of the Licence Fee (or the first instalment in the event that Licensee is authorised to pay the Licence Fee in instalments).
7.4. If Licensee fails to pay all or any part of the Licence Fee or the cost of materials or delivery by the due date for payment, then without limiting any other remedies that may be available to Licensor (including the remedies under Clause 11 below) Licensor shall have the right:
a) to suspend delivery of materials to Licensee until such payment has been made; or
b) to charge interest on the amount outstanding at the rate of 2% per annum above the base rate for the time being of Licensor’s bank.
7.5. If Licensee shall be prohibited or restricted from making payment of any moneys at the time when same are due and payable to Licensor hereunder by reason of any currency regulations within the Territory Licensee agrees promptly to advise Licensor in writing and Licensor may (at Licensor’s election) forthwith by notice in writing terminate this agreement or direct Licensee to deposit all moneys accruing to Licensor hereunder to the credit of Xxxxxxxx in a bank designated by Licensor in the Territory or pay such moneys promptly to any person that Licensor may designate.
8. CLEARANCES
8.1. Licensor shall deliver to Licensee a set of music cue sheets for the Programme and represents that the performing rights in any and all music incorporated in the soundtrack of the Programme are either:
a) in the public domain; or
b) controlled by Licensor, in which case such rights are hereby licensed to Licensee without additional payment; or
c) controlled by the appropriate performing rights society having jurisdiction, in which case Licensee undertakes to procure and pay for any licences required to perform any music in each Programme delivered hereunder and to gold Licensor harmless from any liability, loss, damage or expense arising from Licensee’s failure to do so.
8.2. Only to the extent specified in the Frontsheet as an “Additional Term”, Licensee shall in addition to the Licence Fee pay to Licensor the amount of any and all additional residual, repeat or reuse fees of whatever kind and nature due and payable by virtue of the exercise of any of the rights granted to Licensee hereunder within ten (10) days of such sums becoming due or (if later) within ten (10) days of written notice from Licensor as to the amount of any such payments. Licensee shall provide to Licensor all such information as Licensor shall require (as and when required) in order for Licensor to calculate the amount of such payments whether or not Licensee is to bear the cost thereof pursuant hereto.
9. WARRANTIES AND INDEMNITIES
9.1. Licensor hereby warrants to Licensee that:
a) it has the right, power and authority to enter into this Agreement and grant to Licensee the rights granted hereunder; and
b) the Programme does not contain any material that is obscene or defamatory under English law and that the exercise by Licensee of the rights granted hereunder will not infringe any rights of copyright or privacy of any third party.
9.2. Licensee hereby warrants to Licensor that it has the right, power and authority to enter into and fully perform this Agreement.
9.3. Each party hereby agrees to indemnify the other and keep it indemnified against any and all losses, actions, proceedings, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of any breach by the indemnifying party of any obligation, warranty or representation under this Agreement provided that the indemnified party agrees to give the indemnifying party prompt notice of all claims, the right to participate in the defence of such claims and undertakes not to conclude any settlement without the consent of the indemnifying party, such consent not to be unreasonably withheld.
10. PROMOTION
10.1. Solely for the purposes of promoting its transmissions of the Programme, the Licensee shall have the non-exclusive right in the Territory to transmit by way of television (however effected) excerpts from the Programme not exceeding two (2) minutes in the aggregate.
10.2. Licensee shall comply with all advertising and billing requirements notified to Licensee hereunder and shall not use the name of Licensor or any person connected with Licensor or of any person appearing in or rendering services in connection with the Programme as an endorsement of any product service or commodity.
10.3. Licensee shall, wherever reasonably possible, notify Licensor at least 14 days in advance of any proposed transmission of the Programme, specifying the day and time of transmission.
11. WITHDRAWAL OF PROGRAMMES
Licensor may by notice in writing to Licensee elect to withdraw any episode of the Programme in the event that Licensor shall receive or have reasonable grounds to expect to receive a claim from any third party that the Programme does or may infringe or violate the
rights of a third party whereupon this Agreement shall be deemed to have been terminated to the extent that it relates to the withdrawn episode(s) and as Licensee’s sole remedy in respect of such termination, Licensor shall return so much of the Licence Fee as shall have been paid by Licensee in respect of the withdrawn episode(s).
12. TERMINATION
12.1. This agreement may be terminated by the Licensor (without prejudice to any other rights which may be available to Licensor) by notice in writing in the event that Licensee shall fail to make any payment due hereunder with fourteen (14) days after the due date or there shall be any other material breach of the provisions of this Agreement by Licensee which breach is either incapable of remedy or, if capable of remedy, has not been remedied by Licensee within fourteen (14) days of receiving notice to do so or Licensee becomes insolvent or bankrupt or makes an assignment for the benefit of its creditors or any receiver is appointed over any of its property. Termination shall not cancel any indebtedness of Licensee to Licensor and in any such event any and all of the Licence Fee unpaid at such date (and whether due and owing at such date) shall thereupon immediately become due and payable.
12.2. This licence may be terminated by Licensee (without prejudice to any other rights which may be available to Licensee) by notice in writing in the event that there shall be any material breach of the provisions of this Agreement by Licensor which breach is either incapable of remedy or, if capable of remedy, has not been remedied by Licensor within fourteen (14) days of receiving notice to do so.
13. FORCE MAJEURE
Neither party shall be liable hereunder for any default in respect of the provisions hereof (other than as to payment) arising by reason of events beyond the reasonable control of the party in default (including not by way of limitation any failure or delay in delivery of the Programme or the inability of Licensee to exercise any of the rights hereby granted in the Programme due to labour disputes, act of God, failure of carriers, failure or delay of laboratories or for any other reason beyond Licensor’s control.
14. INFRINGEMENTS BY THIRD PARTIES
Licensee shall promptly notify Licensor of any action by a third party which may come to the attention of Licensee and which constitutes an infringement of any of Licensor’s or Licensee’s rights in the Programme. For the avoidance of doubt, Licensee acknowledges and accepts that Licensor shall not be under any obligation to take legal or other action in respect of such infringement, but if Licensor elects to take action, Licensee shall provide Licensor with such assistance as Licensor shall reasonably require in relation thereto.
15. TAXES
15.1. Licensee shall pay all taxes, censorship charges or any other charges (including interest and penalties on any such amounts) now or hereafter imposed or based upon the import, export, rental, delivery, licence, exhibition, possession, use or otherwise of the Programme or any material provided hereunder and Licensee shall obtain at its own expense all necessary permits and governmental authorisations necessary for it to exercise the rights granted to it hereunder.
15.2. Notwithstanding the foregoing, in the event that withholding tax is payable within the territory, Licensee shall deduct such withholding tax from the amounts payable to Licensor, and pay such taxes to the appropriate authority. Licensee shall thereafter provide Licensor with all assistance (including the execution of documents) as may be required to enable Licensor to reclaim the withholding tax paid.
16. GENERAL
16.1. The provisions set out in the Frontsheet (including those set out under the heading “Additional Terms”) are for the avoidance of doubt incorporated by reference and made a part of this Agreement. In the event of conflict between these standard terms and conditions and the terms and conditions printed on the Frontsheet the terms and conditions printed on the Frontsheet shall have precedence.
16.2. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and no representations warranties or undertakings have been given or relied upon by either party save as expressly herein provided.
16.3. This Agreement may be amended only by instrument in writing signed by the party prejudiced by such amendment and no waiver (whether express or implied) by any party hereto of any breach shall be deemed to constitute a waiver or consent to any other or continuing breach by such party.
16.4. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement.
16.5. The rights granted hereunder may not be assigned, sub-licensed, mortgaged or otherwise disposed of in whole or in part by Licensee without the prior written consent of Licensor. Licensor may freely assign, charge, hypothecate or convey this Agreement in whole or in part.
16.6. All notices and other communications provided for in this Agreement shall be in writing and be delivered by hand, fax or by registered or certified mail (airmail if the intended recipient is in a different country to the sender) to the person or parties for whom it is intended at their address as herein stated or such other address as either party may notify to the other for such purpose. All such notices or communications shall be deemed to have been duly given or made upon actual receipt or, if earlier:
a) if mailed, seven days after being deposited in the mail by the sender with the postage prepaid;
b) if delivered by hand, upon delivery; and
c) if transmitted by fax, upon completion of transmission and issue of a transmission report confirming satisfactory transmission.
16.7. Each party shall sign, execute and deliver all such documents as may be reasonably required by the other and shall do all such other acts and things as may be necessary to give full effect to this Agreement.
16.8. This Agreement may be executed by fax copies signed by both parties, provided that forthwith after transmission of the executed Agreement such party will forward to the other the original executed copies for counter signature.
16.9. The parties hereto acknowledge that the courts of England are a convenient forum for the hearing of any dispute between them and agree that this Agreement shall be construed in accordance with and governed by the English law and hereby submit to the exclusive jurisdiction of the English courts.