Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: NEWEN DISTRIBUTION 20 route de Houdan
78610 Le Perray en Yvelines Francúzsko
zastúpená: Xxxxxxxxxx Xxxxxxxx
výkonný riaditeľ VAT: FR66351452164
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: hraný seriál – série 1-6 – 58 x 52´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky,
rozsah licencií od 1.3.2018 do 28.2.2021
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – komentár, dabing
Počet vysielaní: 3 vysielania – každé vysielanie vrátane reprízy do 48 hodín, repríza cez víkend do 72 hodín.
Vysielacie práva: Terestriálne – Free TV práva exkluzívne, simultánne šírenia basic cable a satelitom
Licenčný poplatok: 52.200,- EUR
Splatnosť licencie:
Technické náklady za materiál:
20% celkovej sumy po podpise licenčnej zmluvy najneskôr k 15.12.2017
80% celkovej sumy k 31.1.2018
žiadne
Technické parametre materiálu: Programy budú dodané cez ftp vo formáte
PRO RES 422 HQ so separátnymi zvukovými stopami.
dialógové listiny v originálnom jazyku, promo material
hudobné zostavy
Dátum dodania materiálu:
Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za NEWEN DISTRIBUTION
Xxxxxxxxxx Xxxxxxxx výkonný riaditeľ
Série 1-3 po úhrade 1. splátky vo výške 20% celkovej sumy
Série 4-5 po úhrade 2. splátky vo výške 80% celkovej sumy
Séria 6 – k 15.5.2018
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (bod Right to dub or subtitle)
doplnené v bode Special Provision
za Rozhlas a televíziu Slovenska Xxxxxxxx Xxxxxx
generálny riaditeľ
TELEVISION LICENSE AGREEMENT
Between
Licensor | NEWEN DISTRIBUTION (VAT N° FR 66351452164 and RCS Number B 351 452 164), whose head-office is located at 00 xxx xx Xxxxxx, 00000 Xx Xxxxxx xx Xxxxxxxx, XXXXXX, represented by Xxxxxxxxxx Xxxxxxxx.(“Licensor”) |
And
Licensee | Rozhlas a televizia SLovenska whose head-office is located at Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxx Xxxxxxxx; represented by Mr. Xxxxxxxx Xxxxxx, its General Director (“Licensee”) |
SPECIAL TERMS
All rights not specifically granted to the Licensee in this Agreement are reserved to Licensor. | |
Offered Services | Jednotka & Dvojka (channel 1 and channel 2) |
Number of Runs | 3 runs with a quick repeat within 48 hours with exception of Friday´s broadcasting which is repeated on Monday´s morning – 72 hours |
Authorized Language | Original version dubbed and/or subtitled in Slovak |
Right to dub or subtitle | Licensee shall be entitled to dub and/or subtitle the Program into the Authorized Language granted under this Agreement, subject to article 11 of the General Terms and Conditions. Licensor shall have access to the Slovak language versions produced by RTVS upon payment of 50% production costs and shall be able to exploit it worldwide. |
Transmission commitment | If the last authorized broadcast of the Program(s) in the Territory occurs before the term of the Licence Period, the rights granted hereunder will revert automatically to Licensor within 30 (thirty) days. |
License Fee | In respect of the Rights Granted for the broadcast of the Program(s), Licensee shall pay to the Licensor the sum of 52 200 € (fifty-two thousand and two hundred Euros), ie. 900 € (nine hundred Euros) per episode, which is a non-refundable Licence Fee. This sum shall be paid in accordance with the Payment Terms hereafter. |
Payment Terms | The sum due by Licensee to Licensor shall be paid as follows: - 20% payment after the signature of this agreement and in any case no later than December 15th. - 80% payment no later than January 31st. 2018. The License Fee is exclusive of VAT. All payment should be made in Euros by bank transfer and shall be notified by Licensor to Licensee in a valid invoice within ninety (90) days of receipt of the said invoice. Payments should be made by bank transfer to : Bank: XXXXXX Bank address : XXXXXX Bank code: XXXXXX Account: XXXXXX Key: XXXXXX IBAN N°: XXXXXX BIC: XXXXXX |
Transmission and Promotional Material to deliver | PRO RES HQ files (original French version) Apple Pro Res 422HQ Digital Files: 1080p @25fps Slides as available. Music Cue Sheets. Scripts Trailer. |
Delivery cost | Free of charge |
Delivery contact | Contact (Licensor): |
Name: XXXXXX Xxxxxx Xxx. x00 0 00 00 00 00 Email: xxxxxx@xxxxxxxxxxxxxxxxx.xxx Contact (Licensee): Name: Xxxx Xxx Xxxxxx: Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxxxxxxxx Department Tel. 000-0-00000000 Email: xxxx.xxx@xxxx.xx | |
Delivery date | - Season 1 to 3 (episodes 1 to 28) subject to payment by Licensee to Licensor of the first settlement (20%) of the Payment Terms. - Season 4 and 5 (episodes 29 to 48) upon payment by Licensee to Licensor of the second settlement (80%) of the Payment Terms. - Season 6 : Upon availability , that should occur on 15th of May 2018 |
Standard conditions Special clause: | The General Terms & Conditions attached below are hereby incorporated and make part of this Agreement. For avoidance of doubt, the parties agree that in the event of any contradiction between the Special Terms and the General Terms & Conditions the Special Terms shall prevail. Licensee is entitled to make the necessary publicity for the television programs by short extracts in all media, including using excerpts from the Program for a television trailer not exceeding a total length of three (3) minutes. All communication about the broadcasting of the Program by Licensee shall be made by mutual agreement between the parties. Licensee is entitled to insert commercials in any form without prejudice to the law of the Territory in which such commercials are distributed including in the form of roll captions in the programs interrupt the same for new spots. 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. |
Contacts details | For Licensor (Xxxxx Xxxxxxx, Tel : x00 0 00 00 00 00, xxxxxxx@xxxxxxxxxxxxxxxxx.xx): For Licensee (Xxxxxxxx Xxxxxxxxx , Tel: x000 0 0000 0000, xxxxxxxx.xxxxxxxxx@xxxx.xx): |
License Agreement # | Executed in Paris, in two (2) original copies , 2017 |
LICENSOR
NEWEN DISTRIBUTION
LICENSEE
Rozhlas a televizia Slovenska
Xxxxxxxxxx XXXXXXXX C.E.O.
Xxxxxxxx XXXXXX General Director
GENERAL TERMS AND CONDITIONS
DEFINITIONS
“Agreement”, as referred to hereinafter, shall consist of General Terms, Special Terms and any Appendix that may be executed by the parties thereto, Special Terms prevailing over General Terms in case of contradiction.
For the purpose of the present Agreement,
“Program(s)” means the Program(s) specified in the Special Terms.
“Rights Granted” means the rights granted by Licensor to Licensee as specified in the Special Terms.
“Offered Services” means the Licensee’s channels, services and/or wholly owned, directly operated and branded controlled platforms.
“Television Rights” means Free Television and Pay Television, Preview and Catch up rights as defined hereafter.
“Free Television” means transmission of the Program(s) on a linear basis on a television service for reception in private or temporary living accommodations, without a charge being made to the viewer for the privilege of viewing the Program(s). This free television service may be transmitted by cable, satellite, terrestrial, SMATV, MMDS, ADSL, xDSL, DSL-IP, IPTV (over DSL, cable or any technical means), DTT, FTTx, Web-to-PC, the Internet, wireless, all forms of mobile technology and/or any means of transmission now known or hereafter devised for viewing on, without limitation, televisions, computers, mobile telephones, handheld devices and tablets, games consoles and/or other viewing devices whether portable or not. For purpose of this definition, neither governmental television receiver assessments and/or taxes, will be deemed a charge to the viewer.
Free Television does not include any form of VOD or other exhibition not specified herein.
“Pay Television” means transmission of the Program(s) on a linear basis on a television service for reception in a private or temporary living accommodations, subject to the payment of a charge by the viewer (i.e. the Offered Service(s) subscriber) for the right to use the decoding device for viewing any special channel that transmits the Program(s) along with programming schedule. The pay television service may be transmitted by cable, satellite, terrestrial, SMATV, MMDS, ADSL, xDSL, DSL-IP, IPTV (over DSL, cable or any technical means), DTT, FTTx, Web-to-PC, the Internet, wireless, all forms of mobile technology and/or any means of transmission now known or hereafter devised for viewing on, without limitation, televisions, computers, mobile telephones, handheld devices and tablets, games consoles and/or other viewing devices whether portable or not.
Pay Television does not include any form of Video on Demand or other exhibition not specified herein.
“Catch up” means a service whereby the Program is made available under the broadcaster brand for viewing at a time selected by the viewer within a window of fourteen (14) days from the day of each linear transmission; at any one time no more than 5 episodes per series, available on the said catch up service, recently broadcasted.
“Home Video Rights” means the exploitation of the Program(s) embodied in a Videogram (in a
videocassette or in a DVD or in a video-disc) which is rented (Rental) or sold (Sell Through) to the viewer for the sole purpose of a non-public viewing of the embodied Program(s) in a linear form in private living accommodations where no admission fee is charged with respect to such viewing. Home Video Right doesn’t include the public performance, diffusion, exhibition or broadcast of any Videogram.
“Home Video Device” or « Videogram » shall mean videocassettes in the half-inch VHS format, laserdiscs, digital versatile discs (“DVD”), Blu-Ray and all other linear formats now known or hereafter invented.
“Kiosk” means the sale of Videograms in connection with a magazine in the kiosk market and newsstand.
“Educational Public Performance Rights” shall mean the right of a school, library, or public institution to play back Videograms of the Program(s) on its own premises to limited groups on a non-pay, non-sponsored basis.
“Institutional” means exploitation of the Program(s) only for direct exhibition before an audience by and at the facilities of either organizations not primarily engaged in the business of exhibiting Program, such as in educational organizations, churches, restaurants, bars, clubs, libraries, trade fairs, sales exhibitions, festivals and similar events, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities flying the flag of the licensed.
Airline Right means the right to exploit the Program(s) for direct exhibition in airplanes which are operated by an airline flying the flag of any country, for flights between the Territory and any country served by the airline.
Ship means exploitation of the Program(s) only for direct exhibition in sea or ocean going vessels that are operated by a shipping line flying the flag of any country in the Territory for which Ship exploitation is granted, but excluding shipping lines that are customarily licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the Territory.
Train means the right to exploit the Program(s) for direct exhibition in trains which are operated by any train company flying the flag of any country, for trains between the Territory and any country served by the train.
Freeways means the right to exploit the Program(s) for direct exhibition in cars, via freeway broadcasting networks, between the Territory and any country served by the freeway.
Road Networks means exploitation of the Program(s) only for direct exhibition in networks of freeway services stations, hotels, motels, roadside restaurants and shops.
Airport means exploitation of the Program(s) only for direct exhibition on airport television systems serving airports within the Territory.
Hotel means exploitation of the Program(s) only for direct exhibition in temporary or permanent living places, such as hotels, motels, apartment complexes, co-operatives or condominium projects, by means of close-circuit television systems where the telecast originates within or in the immediate vicinity of such living places.
“Transactional VOD “ or “TVOD” means the exploitation of a Program, solely on a non-Ad Supported basis and non-recurring fee basis, where the timing of viewing is not scheduled, but rather is at the consumer’s discretion, and for which the consumer is charged a separate (i.e., per Program(s) or per episode) transactional fee, for the right to view each Program(s) on a private and personal basis for a limited period of time not to exceed forty-eight (48) hours from the time viewing is initiated by the consumer.
“Download to Own Rights (DTO)” or Electronic Sell-Through Rights” (“EST”)” means the electronic delivery and/or exhibition of a Program(s) solely, on a non-Ad Supported and non-recurring fee basis, where the timing of viewing is not pre-determined, but rather is at the consumer’s discretion, and for which, and for the right to permanently download, retain and/or have access to such Program(s) for personal and private use, the consumer is charged a separate (i.e., per Program(s) or per episode) transactional fee.
“Subscription Video-on-Demand (“SVOD”)” means the electronic delivery and/or exhibition of a Program(s), where: (i) the commencement time for the transmission of the Program(s) is at the subscriber’s sole discretion, and is not predetermined or scheduled by the program service; (ii) the transmission of the Program(s) originates from a source outside of the subscriber’s residence; (iii) the transmission of the Program(s) is linear and uninterrupted; (iv) the subscriber may view the Program(s) an unlimited number of times during the period of time for which the subscriber has paid the subscription fee for access to the channel and/or service; and (v) the subscriber is charged a regular periodic fixed subscription fee.
“Free Video-on-Demand” (“FVOD”) or « Advert-supported Video on demand » (« AVOD ») means the delivery and/or exhibition of a Program(s) where the consumer is required to view or is otherwise exposed to commercial/advertising messages or interruptions (whether display, interstitial or otherwise).
“Merchandising Right” means the right to make and exploit items specified in Special Terms deriving from elements of the Program(s) (characters, sets and dressings, story) without release of the Program(s) itself.
“Gross Receipts” shall mean amounts equal to all monies actually received by or credited to Licensee from the exploitation of the Rights Granted within the Territory without any deduction whatsoever.
“Royalty” shall mean the amount or amounts set out in the Special Terms due by Licensee to Licensor for each and every Rights Granted pursuant to this Agreement.
*******
ARTICLE 1: LICENSE
Licensor hereby agrees to grant Licensee such Rights over the Program(s) as defined in the Special Terms (“Rights Granted”) and Licensee agrees to exercise said Rights solely within the terms and conditions set forth in the Agreement as a limited license. Grant of Rights is agreed upon between Licensor and Licensee either on an exclusive or a non-exclusive basis, as specified in Special Terms.
The license herein granted to Licensee is, and shall be limited to, the right to exploit each Program(s) in the manner and for the term herein expressly provided. Any and all rights in any of the Programs and the literary and/or musical materials contained in or upon which said Programs may be based, which have not been expressly licensed to Licensee by this Agreement are reserved to Licensor and
may be exercised, licensed, exploited and disposed of by Licensor concurrently with and throughout the term of this Agreement, freely and without limitation or restriction.
ARTICLE 2: EXCLUSIVITY
Licensor warrants Licensee that it has the absolute right to grant to Licensee all the Rights granted under the present Agreement, and that it will not enter into any other agreement with any third party in such manner that may affect or impair the Rights Granted to Licensee under the Agreement.
Should Special Terms specify that Licensee is granted exclusive Rights for one or several Program(s) in the Territory, Licensor may nevertheless grant rights for the Program(s) to third parties, provided that
(i) the Authorized Language for which rights are granted, or (ii) if the Authorized Language is the same the rights granted, differ from those granted to Licensee under provisions of the Special Terms. For the avoidance of doubt, it is specified that Licensor may grant in the Territory to a third party:
- the same rights as the ones granted to Licensee for a Program(s) in its original version subtitled, dubbed and or voice-overed in any other language than the Authorized Language specified in the Special Terms,
- and/or any rights not specifically granted to Licensee in the same language as the Authorized Language, except if a holdback is specified in the Special Terms.
ARTICLE 3: TERRITORY
Rights are granted through the Agreement in the Territory and may in no case be exercised outside boundaries of the Territory defined in Special Terms (« Territory »), it being understood that Licensee may in no case, should Rights Granted be Television Rights, be entitled to any broadcast, other than incidental (overspill), of the Program(s) over other territories.
The exploitation of the Program(s) via electronic services shall be geo-blocked for access within the Territory only.
ARTICLE 4: OVERSPILL
Licensor acknowledges that if the Program(s) is licensed for satellite transmissions, such transmissions may be capable of reception outside the Territory, i.e. overspill. Licensee acknowledges, however, that its right to exploit the Program(s) is limited to the Territory, and Licensee agrees that it will not market or in any manner facilitate reception of the Program(s) outside the Territory. Licensee further acknowledges that it may be subject to overspill of the Program(s) within the Territory from other licensees of Licensor and agrees that such overspill shall not constitute a breach of this Agreement, particularly including any provision herein granting Licensee exclusive rights in the Territory.
The simultaneous relay of any transmission of the Program(s) or any part(s) thereof outside the Territory which is under the authority of international agreement and/or for which a system for making copyright payments to copyright holders through a collection agency such as AGICOA exists shall not be in breach of this Agreement.
ARTICLE 5: LICENSE PERIOD
The Agreement shall be valid for such limited period of time as set forth in Special Terms (“License Period”).
ARTICLE 6: PAYMENT OF LICENSE FEE /ROYALTY ADVANCE/ROYALTIES
In consideration of the license herein granted, Xxxxxxxx agrees to pay Licensor, in full, the non- refundable License Fee or the non-refundable Royalty Advance and the Royalties specified in the Specific Terms, and except as provided below in Article 8, without deduction of any kind. Payment shall be due and payable at the time or times specified in the Specific Terms, and shall be made at the address stated in the Specific Terms. All payments required to be made under the terms of this Agreement shall be made within the time and manner aforesaid regardless of whether or not Licensee shall have exploited the Rights granted, it being intended and agreed that the time within which Licensee shall be required to make payment in accordance with the terms hereof is of the essence of this Agreement, and any failure to do so on the part of Licensee shall constitute a default hereunder.
Royalties shall be calculated in the national currency in which Licensee is paid and shall be paid to Licensor at the most favorable rate of exchange prevailing during the calendar quarter in which Licensee is paid. All payments under this Agreement shall be in EURO.
ARTICLE 7: ACCOUNTINGS AND AUDIT
Accounting statements and any revenue share payments due to Licensor shall be paid and reported quarterly, within thirty (30) days after the last day of March, June, September and December, commencing with the calendar quarter in which the Program(s) is first released. Accounting statements must be provided for each accounting period irrespective of whether Royalties are shown to be payable for that period.
Following receipt of the accounting statement Licensor shall send to Licensee an invoice for any royalties due as shown on the statement. Licensee shall pay any such Royalties within thirty (30) days of receipt of the invoice.
Licensee shall maintain proper, complete and accurate books of account relating to the exploitation of the Rights Granted herein. Licensee shall provide Licensor upon request with any documentation relating to the statements, in order to confirm the accuracy of such statements.
Licensor shall have the right to audit each statement from the date of Licensor’s receipt of such statement on not less than twenty (20) business days’ notice, during regular business hours. Licensee must make information available to Licensor and any authorised representative conducting any inspection and audit. If such audit shall reveal an underpayment to Licensor of at least 5%, the cost of such audit/inspection shall be met by Licensee rather than Licensor and the amount underpaid plus interest on overdue amounts shall be immediately paid to Licensor.
ARTICLE 8: WITHHOLDING TAXES
To the extent applicable, Licensee shall provide Licensor with any and all documentation necessary to exempt or reduce any payments otherwise due to government or other fiscal authority in the Territory, or any portion thereof, in respect of the remittance to Licensor of the License Fee/ Royalty Advance or Royalties payable hereunder (but not in respect of any income or corporation tax payable by the Licensee) or in order to benefit from any tax treaty. However, in the event that any sums are or may be demanded from the Licensee by the governments or other fiscal authorities in the Territory, or any portion thereof as hereinabove described, the Licensee shall be entitled to deduct such sums from the license fees payable hereunder provided that Licensee shall : (a) promptly pay to the relevant taxation authority within the period for payment the full amount of such withholding tax and (b) promptly furnish to the Licensor an official receipt of the applicable taxation authority for all such amounts so withheld.
ARTICLE 9: TAXES / ADMINISTRATIVE CHARGES
Licensee shall pay without limitation any tax, levy or charge howsoever denominated, or administrative charges, imposed or levied against Licensor (excluding only any applicable net income or franchise taxes) by any statute, law, rule or regulation now in effect or hereafter enacted including, without limitation, quotas, licenses, contingents, import permits, consulate fees, county clerk and notary charges, state, county, city or other taxes howsoever denominated relating to or imposed upon license fees, rentals, negatives, Prints or other material, or the right or privilege to use the same in connection with any Program(s) licensed hereunder and whether imposed upon or levied on or in connection with the importation of any material supplied by Licensor hereunder, or incurred in connection with the legal processing of this document for or in the Territory, or otherwise; it being the intent hereof that the Total License Fee/Royalty Advance and/or Royalties specified as the considerations for the licenses granted herein shall be a net amount, free and clear of any charge of whatsoever kind or nature howsoever denominated.
To the extent that any such charges are paid by Licensor, Licensee will reimburse Licensor on demand, and upon the failure of Licensee to reimburse Licensor, Licensor will have available to it all of the remedies provided for herein with respect to the unpaid portion of the Total License Fee/Royalty Advance and/or Royalties as well as such other remedies as may be provided by law.
ARTICLE 10: TITLES
Licensee shall not have the right to change or translate in the local language the Title of the Program(s) (including any individual episode’s title) without Licensor’s prior written approval.
Licensor reserves the right to change the Title of any Program(s) embraced by this Agreement.
ARTICLE 11: EXPLOITATION OF PROGRAM(S)
The Program(s) shall be exploited exactly as delivered to Licensee, except that Licensee may (a) prepare a dubbed and/or subtitled version of the Program(s) in the Authorized Language by the Special Terms hereof (Licensor shall have immediate and free access to such dubbed and/or subtitled versions of the Program(s) without any supplementary costs or fees for all exploitation, worldwide, and may make copies at its sole expense and use in any way it solely determines); (b) make minor cuts on a non-continuous basis for the following purpose only: censorship and commercial breaks requirements provided, however, that Licensee shall in no event cut or alter the main or end titles or any part thereof, or the copyright notice, or the credits or impair the integrity or meaning of the original Program(s). The following cuts shall not be deemed minor hereunder (non-exhaustive list): any cut that impairs the basic storyline for any Program(s), or which impairs the artistic integrity of the Program(s), or any cuts that are contrary to any further restrictions as may be set forth in the Specific Terms. Any breach or violation of the terms hereof shall constitute a default. Any other cuts must be expressly approved by Licensor in writing.
Licensee will not (and shall procure that all third parties will not) in the exercise of the Rights granted hereunder edit the Program(s) without the prior written consent of Licensor or cut, alter, add to, delete from or otherwise tamper with or change the Delivery Material in any way save as expressly authorised by the terms hereof.
Licensee will use reasonable commercial endeavors to exploit the Program(s), in a cost-effective manner.
Licensee shall keep Licensor informed of broadcasting dates of the Program(s) within the Territory.
ARTICLE 12: MUSIC SYNCHRONISATION AND RIGHTS
Licensor represents and warrants that there currently exist effective music synchronisation licenses permitting the exhibition of the Program(s) licensed hereunder. Licensor represents and warrants that the performing rights and the mechanical rights in all musical compositions contained on the Program(s) are: (i) controlled by the local music rights society (ii) in the public domain; or (iii) controlled by the Producer of the Program(s). Licensor shall supply Licensee with a detailed music cue sheet for such purpose.
It is agreed that Licensee shall be responsible for payments which may be required to be paid to collecting societies.
The Music of the Program(s) shall not be used outside the context of the Program(s).
ARTICLE 13: PROMOTION
Throughout the License Period, Licensee may use excerpts up to three minutes from the Program(s) for the sole purpose of advertising and promoting the Program(s) and Rights licensed in the Territory, as well as release press statements including only photographs and/or synopses from the Program(s) provided by Licensor. No excerpt from the Program(s) may nevertheless be included as part of any other program or broadcasting show, unless specifically authorized by Licensor. Licensee shall have the right to advertise, promote and publicize the Program(s) in the exercise of its rights hereunder in any and all media and to authorize others to do so. Notwithstanding the foregoing, Licensee shall not make or permit to be made, in any advertising, publicity or otherwise, any statements which directly or indirectly expressly or by implication, (a) constitute or may be understood to be an endorsement of any sponsor, product, article or service by Licensor, the producer or copyright proprietor of the Program(s), any actor or actress appearing therein, the director or anyone else connected or associated with the Program(s), or the production or distribution thereof, or (b) indicate or may be understood as indicating that any such person is connected or associated with or is employed or engaged by Licensee or any sponsor. Any advertising or publicity referring to such person shall be limited to and shall indicate that such person appears in or rendered services in connection with the specific Program or Programs. In the event Licensor furnishes Licensee with specific instructions with respect to the use of advertising credits, Licensee shall comply therewith. Licensee shall have the right to broadcast excerpts of the Program(s) for advertising purposes provided that no such broadcast shall exceed three (3) minutes in length.
ARTICLE 14: WARRANTIES
Licensor warrants and represents that it owns exclusively, or is the exclusive licensee, of all of the rights herein specified in each Program(s) and that Licensor has the right to enter into and perform this Agreement and to grant Licensee the rights and license herein provided. Licensor shall not be liable for damages for breach of any warranty herein made by Licensor unless Licensee provides prompt written notice of claim of breach of warranty and permits Licensor full control of defense and/or settlement of such claim including the right to engage its own counsel, and further provided that Licensee shall not, without the written consent of Licensor, continue the exhibition of such Program(s) thereafter. Licensee agrees to cooperate fully with Licensor in the defense of adjustment of all claims, and further agrees that Licensor shall not be liable for alleged loss of profits or consequential damages.
Licensee represents and warrants that it has the full power and authority to enter into this Agreement and that the performance of its obligations under this Agreement will not conflict with its charter, by-laws or obligation under any other agreement. Licensee further represents and warrants
that upon signature hereof, this Agreement will be a valid, binding and enforceable Agreement against it.
ARTICLE 15: DELIVERY OF MATERIALS
Licensor agrees to deliver the Materials specified in the Special Terms. Delivery of said Materials by Licensor to Licensee or to Licensee’s agent, or to a carrier, or to any shipping agent designated by the Licensee shall be deemed as delivery by Licensor to Licensee hereunder and Licensor shall not be liable for any action taken by any such party. Licensee agrees that it will not cause, authorize or permit the duplication, recording or transcription of any of the Programs, of the sound track thereof, or any part thereof, or the use of any of the Program(s) for any purpose other than the purposes herein specified. Licensor shall deliver at Licensee's expense (unless otherwise stipulated in the Specific Terms) the Materials at the scheduled date as specified in the Special Terms.
All costs of shipping, transportation and delivery shall be borne by Licensee.
ARTICLE 16: EXAMINATION OF MATERIALS
Licensor shall provide Licensee with materials physically suitable for exploitation according to this Agreement. Prior to the expiration of thirty (30) days from receipt by Licensee of such materials, Xxxxxxxx agrees to examine said materials to determine whether they are physically suitable for exhibition. If it shall be determined that said materials are not physically suitable for exhibition (i.e. rejection only for technical reasons), Licensee shall, prior to the expiration of such thirty (30) days period, provide Licensor with a written technical report specifying in detail the nature of any such claimed defect. Licensor shall promptly replace such defective materials at its costs. Failure to notify Licensor in writing of any claimed defect prior to the expiration of the aforementioned thirty (30) days period shall be deemed acceptance of the materials so delivered.
ARTICLE 17: DELIVERY AND RETURNS OF MATERIALS
Upon the expiration or earlier termination of this Agreement Licensee shall at Licensor's sole discretion :
(i) deliver all of the materials of the Program(s) 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.
If Licensee fails to return all of the materials of the Program(s) supplied by the Licensor in the aforesaid condition in a timely manner, or if Licensee returns damaged materials, Licensee shall forthwith pay Licensor the laboratory cost of replacing such materials. It is understood that all of the materials of the Program(s) whether supplied by Licensor to Licensee or prepared by Licensee or a laboratory on Licensee's behalf, are 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. Upon Licensor's request, Licensee shall advise Licensor of the name and location of any laboratory or facility in possession of any materials of the Program(s), and Licensee shall provide access to Licensor's designees upon Licensor's request;
or
(ii) destroy all of the material of the Program(s), furnishing Licensor with a certificate of destruction duly authenticated by the appropriate party in the respective countries of the Territory.
ARTICLE 18: CREDITS
Licensee shall not exploit the Program(s) copies thereof without beginning and/or end credits of the
Program(s) and mentions that shall have been notified by Licensor, nor without mentioning Licensor as distributor for the Program(s), with full trademark and logo.
ARTICLE 19: DEFAULTS
Licensee's default : If Licensee shall default in the payment of any sums payable in accordance with the terms of this Agreement, or fails to respect a credit or copyright obligation, and such default shall continue for a period of fifteen (15) working days after the Licensee's receipt of a written notice from the Licensor of such default, or if Licensee shall fail to duly perform or observe any term, covenant or condition of this Agreement and if the Licensee has not remedied the situation within a period of fifteen (15) working days after the Licensee's receipt of written notice from the Licensor of such failure, or if Licensee shall be adjudicated a bankrupt, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of creditors, or shall take advantage of the provisions of any bankruptcy or debtor’s relief act, or if any involuntary petition in bankruptcy is filed against Licensee and is not vacated or discharged within thirty (30) days, or if a receiver is appointed for a substantial portion of its property and is not discharged in thirty (30) days, or if Licensee voluntarily or by operation of law shall lose control of the above named Company or its interest therein, or the license to operate the same, then and upon the occurrence of any one or more of such events, any and all instalments or sums payable under this Agreement remaining unpaid shall immediately become due and payable to Licensor, regardless of the due date thereof and, in addition, and without prejudice to any other right or remedy which may be available to Licensor at law or in equity, and without in any way releasing or discharging Licensee of or from any of its obligations under this Agreement, Licensor shall have the right, either (i) to terminate this Agreement, or (ii) to suspend the further delivery of transmission materials until such defaults shall have ceased and shall have been remedied. Licensor shall notify Licensee of either termination or suspension by registered letter, return receipt requested in which event such termination or suspension shall be automatically and immediately valid with no further action necessary on the part of Licensor.
Licensor's default: Licensor will default if Licensor breaches any material term, covenant, or condition of this Agreement. Any default by Licensor is limited to the particular Program(s) to which a default applies. No default as to one Program will be a default as to any other Program(s), nor will a default by Licensor as to any one agreement be a default as to any other agreement with respect to any program.
ARTICLE 20: WITHDRAWAL OF PROGRAM(S)
Licensor may in its absolute discretion suspend Delivery or exploitation of a Program(s) or withdraw a Program(s): (a) If Licensor determines that its continued exploitation might infringe the rights of others, (b) violate any law, (c) or subject Licensor to any liability.
Licensee will not be entitled to claim any damages or lost profits for any suspension. Instead, the Licence Period will be extended for the length of each suspension. If any suspension lasts more than three (3) consecutive months, then either party may terminate this agreement on a ten (10) days' notice. If the Program(s) is withdrawn or this Agreement is terminated after a period of suspension, then Licensor may either substitute a mutually satisfactory Program(s) of like quality, or refund an equitable portion of any unrecouped payments made by Licensee. Licensee's sole remedy will be to receive this substitute or refund. In no case may Licensee collect any "lost profits" or other damages. Licensor also reserves the right to substitute a program of comparable quality for any Program(s) licensed hereunder because of force majeure, unavailability of materials, or any threatened litigation or claim in connection with any Program(s) to minimize possible damage to Licensor. In the event that Licensor is not in a position to make such substitution and so notifies Licensee, then Licensee
agrees that Licensor may remove such Program(s) from this Agreement, and in such event the Total License Fee/Royalty Advance shall be reduced by an amount equal to such portion applicable to such Program(s)s as defined in the "License Fee/Royalty Advance" paragraph (in Special Terms) hereof, and Licensee agrees that such reduction in the Total License Fee/Royalty Advance shall be Licensee's sole remedy.
ARTICLE 21: FORCE MAJEURE
If Licensor is prevented from making timely delivery of materials of the Program(s), as herein provided, or if Licensee is prevented from exhibiting the Program(s) or from making the payments as per the agreed date, by reason of any act of God, strike, labor dispute, fire, flood, delay in transportation, failure or delay of laboratory, war, public disaster, or any other cause or reason beyond the control of Licensor or Licensee, as the case may be, such condition shall not be deemed to be a breach of this Agreement and Licensee may extend the term of this Agreement for a period co- extensive with the period or periods of such force majeure, which extended period shall commence to run immediately upon the expiration of the term of this Agreement, provided however, that (a) in no event shall the term of this Agreement be extended hereunder with respect to any Program(s) beyond the term of Licensor’s rights of distribution in such Program(s); (b) in no event shall such extension period be longer than six (6) months, and (c) in no event shall any Program(s) be broadcast hereunder more than the number of broadcasts set forth in the Specific Terms, including all broadcasts during such extended term.
ARTICLE 22: WAIVER
The waiver by either party hereto of any breach or default by the other party shall not be construed to be a waiver of any other breach or default, or of the same breach or default occurring thereafter.
ARTICLE 23: 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 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.
ARTICLE 24: NOTICES
All notices required to be given hereunder shall be given in writing, by personal delivery or by air mail or by email at the respective addresses of the parties hereto, set forth above in the Special Terms, or at such other addresses as may be designated in writing by registered mail by either party.
ARTICLE 25: EFFECT OF INVALIDITY OF PROVISION
It is understood and agreed that in the event any provision of this Agreement or any riders or amendments thereto shall be found to be contrary to any applicable law or regulation of any Territory or part thereof, the same shall not affect the other provisions of this Agreement and any riders or amendments thereto, which shall notwithstanding continue in full force and effect.
ARTICLE 26: APPLICABLE LAW AND JURISDICTION
This Agreement shall be interpreted and construed under the laws of France with the same force and effect as if fully executed and to be fully performed therein. Licensee shall be entitled to commence legal proceedings against Licensor solely in the courts of competent jurisdiction located in Paris, France. Licensor shall be entitled, at its sole option, to commence legal proceedings in the Territory, and/or any portion thereof, and/or in France.
ARTICLE 27: CONFIDENTIALITY
Each party hereby covenants and agrees that, except as may be required by law or pursuant to subpoena or order of any judicial, legislative, executive, regulatory or administrative body or to enforce its rights under this Agreement, neither it nor any of its officers, directors, employees or agents shall, directly or indirectly, disclose to any third party or make any public statement or announcement regarding the terms of this Agreement including, but not limited to, the License Fees and all other financial terms, and all other terms and conditions of this Agreement, unless, with respect to public statements or announcements, (a) the substance and form of the announcement or statement is agreeable to both parties and (b) the parties agree that such announcement or statement shall be made. Throughout License Period and afterwards, Licensor may, in order to promote its business and the Program(s), make mention of the Agreement to third parties.
ARTICLE 28: MISCELLANEOUS
This Agreement represents the entire understanding, and constitutes the entire agreement, in relation to its subject matter and supersedes any previous agreement.
Any amendment or discharge must be in writing and signed by an authorized signatory of both Licensee and Licensor.
In this Agreement an electronic signature is deemed to be a signature and executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) shall be treated as originals, fully binding and with full legal force and effect, and the Parties waive any rights they may have to object to such treatment.