Licenčná zmluva na nákup licenčných práv programov (výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov (výpis zo zmluvy)
Zmluvní partneri: UNIVERSAL STUDIOS LIMITED
0 XXXXXXX XX. XXXXX XX XXXXX XXXX XXXXXX XXXXXX XX0X 0XX
Veľká Británia
VAT č. GB832636429
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: Xxxxxx Xxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: Hrané filmy – 60 titulov, animované a hrané seriály v počte 68 epizód.
Celkový objem programu
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Xxxxxxxx xxxx xx 0 xxxx,
Xxxxxx licencií od 15.10.2015 do 31.1.2019
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing, titulky
Počet vysielaní: 2 vysielania s reprízou do 48 hodín
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/digitálne šírenie/
Licenčný poplatok:
Splatnosť licencie:
280.300,- USD
1. splátka – 160.123,00,- USD k 15.2.2016
2. splátka – 41.554,00,-USD k 15.9.2016
3. splátka - 78.623,00,-USD k 31.1.2017
Podmienky dodania materiálu:
Technické náklady za materiál:
po úhrade jednotlivých splátok bude dodaný dohodnutý objem materiálov
v závislosti od požiadavky RTVS na dodávku materiálov.
Technické parametre materiálu: DIGITAL Betacam vo formáte 16:9 so separátnou hudobnou a ruchovou stopou
/M/E Track/, dialógové listiny v originálnom jazyku, hudobné zostavy.
HD Files podľa technickej špecifikácie RTVS
Dátum dodania materiálu: Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za UNIVERSAL STUDIOS LIMITED.
Následne po úhrade zmluvnej dohodnutej čiastky
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS
Doplnené v časti zmluvy RIDER, bod 1.
Zmluva bude publikovaná v upravenej verzií, ktorá je súčasťou originálu.
za RTVS Xxxxxx Xxxx
generálny riaditeľ RTVS
ANNEX I
Contract #: 5017572 - 0 / 99925 - 0/1 Contract Date: AUGUST 4, 2015
The undersigned Licensee hereby licenses from UNIVERSAL STUDIOS LIMITED ("Licensor") and agrees to accept the following Films/TV Movies/Series ("Program") for television exhibition pursuant to all the provisions contained below and to the Additional Provisions attached hereto, over the originating transmitter of the channel as set forth in the SCHEDULE.
SCHEDULE
Licensed Channels : DVOJKA / DVOJKA HD / JEDNOTKA / JEDNOTKA HD
Authorized Languages : Czech language & Slovakian language (dubbed and/or
subtitled)
Licensed Territories : Slovakia
Deal Name : RTV SLOVAKIA FEATURES & SERIES PACKAGE 2015
Films/TV Movies : Library Feature Films & Movies of the Week, see Exhibit A
Price per Program : See Exhibit A
TV Series/Season : Library TV Series, see Exhibit A
Price per Episode : See Exhibit A
Total License Fee : $280,300.00
License Fee Payments :
Visual Materials : Digital Betacam PAL
License Start Date : See Exhibit A
License End Date : See Exhibit A
When this instrument has been executed by Licensee and on behalf of Licensor by its authorized signer, it shall become binding between the parties hereto.
THIS AGREEMENT INCLUDES THE PROVISIONS ATTACHED HERETO.
SEE RIDER, EXHIBIT A AND EXHIBIT B (IF APPLICABLE) ATTACHED HERETO AND MADE PART HEREOF.
Licensor: Licensee:
UNIVERSAL STUDIOS LIMITED RADIO AND TELEVISION OF SLOVAKIA
1 CENTRAL ST. XXXXX XXXXXXX DOLINA
ST. GILES HIGH STREET BRATISLAVA, 84545
XXXXXX XX0X 0XX XXXXXXXX GREAT BRITAIN
By: By:
ADDITIONAL PROVISIONS OF AGREEMENT
1. TELECASTING RIGHTS. Subject to the terms of this Agreement and to Licensor unilaterally controlling the requisite rights, Licensor hereby grants to Licensee, and Licensee accepts, a limited license to transmit in its entirety during the applicable License Period each Program licensed hereunder the number of times specified in the Schedule page of this Agreement (hereinafter the "Schedule") or on the attached Exhibit A, whichever is applicable, only in the Authorized Language and in the territory (the "Licensed Territories”) directly to non-paying audiences' television sets, only in a linear manner on an authorized free television dedicated broadcast channel(s) as specified in the Schedule, which for the purposes hereof shall be owned and operated by Licensee (the “Licensed Channels”), via (i) digital terrestrial television transmission which is intelligibly receivable by use of antenna without any other device and (ii) the free simultaneous linear, unaltered, unabridged encrypted cable and/or satellite retransmission thereof, whose head-ends (or receivers with respect to satellite systems) are located, and which are transmitted solely to viewers in the Licensed Territories, in each case for which no fee is charged (other than fees charged by an applicable government agency for the operation of TV sets).
Licensee may exhibit the Program licensed hereunder in high definition ("HD") on the Licensed Channels DVOJKA HD and JEDNOTKA HD (each an “HD Licensed Channel”) simultaneously with the exhibition of the Program in standard definition on the Licensed Channels DVOJKA and JEDNOTKA respectively (each an “SD Licensed Channel”), subject to the following terms and conditions:
i. The exhibition on the HD Licensed Channel must be completely simultaneous with, and identical in all respects (i.e., all programming and advertising) to the exhibition on the corresponding SD Licensed Channel;
ii. Licensee shall employ and shall use reasonable efforts to cause authorized systems carrying the HD Licensed Channel to employ methods and procedures in accordance with the reasonable instructions of Licensor to prevent viewers from redistributing all or any part of a high definition version of the Program licensed hereunder (other than solely within such viewer's residence) which includes, without limitation, implementing all forms of protection authorized or otherwise permissible in the Licensed Territories for digital broadcast free-to-air television which may at a minimum shall include no redistribution signaling to the extent such a standard is established by the appropriate regulatory body in the Licensed Territories.
Licensee shall not authorize any telecast hereunder to be amplified, retransmitted or relayed on the same or any other frequency by any translator or booster station, satellite, community antenna system or any other device or method not expressly authorized herein. Licensee shall transmit each Program licensed hereunder as delivered including, without limitation, credits, billings, distributor and production logo(s) and copyright notices. For the avoidance of doubt, in no event shall Licensee have the right to exhibit or transmit the Program licensed hereunder via any form of mobile, (A)DSL, Internet or other on-line systems or technologies (except as specifically provided herein).
2. LICENSE PERIOD. The License Period of each Program licensed hereunder shall commence on the Start Date specified in the Schedule or Exhibit A or such other start date as may be specified by Licensor. The License Period shall expire upon the earliest to occur of (i) the End Date specified herein by Licensor, (ii) the date of the last telecast or (iii) such date that Licensor provides Licensee with notice of termination in accordance with this Agreement.
3. PAYMENT. Licensee agrees to pay Licensor the License Fee for each Program licensed hereunder as specified in the Schedule or Exhibit A, whether or not all telecasts authorized for each Program actually occur. The License Fee shall be paid in U.S. Dollars (unless as otherwise specified in the Schedule) and remitted to Licensor's account as specified in Licensor’s invoice(s). If all licensed telecasts for a Program are completed prior to full payment of the License Fee, Licensee agrees to pay Licensor the balance of the License Fee no later than the first day of the month following the last telecast. Licensee will make each payment no later than the date(s) specified in this Agreement, irrespective of its receipt of an invoice or other itemized list of amounts owed. Any payment not made within thirty (30) days of its due date shall, at Licensor's discretion, bear interest at fifteen percent (15%) per year but in no event greater than the maximum permitted by applicable law, such interest to accrue from the due date until paid. If Licensor engages the services of a collection agency or independent legal counsel to collect any past due monies owed by Licensee under this Agreement, Licensor will be entitled to full reimbursement from Licensee for all reasonable costs and expenses incurred in these collection efforts. Acceptance of any payment after its due date shall not constitute a waiver by Licensor of any of its rights except as to such payment.
The payments due by Licensee hereunder are not dependent upon the technical acceptance of the videotape delivered hereunder or receipt of any invoice issued by Licensor.
4. USAGE REPORTS. Licensee agrees to notify Licensor by twenty (20) days after the end of each calendar month in which any telecasting is scheduled hereunder as to the Program title and the time and date of each telecast during the preceding month.
5. DELIVERY AND RETURN OF MATERIALS. Upon Licensee’s request, Licensor shall deliver to Licensee (or will otherwise deliver by providing Licensee with access to) one standard definition videotape, on loan, and (to the extent a high definition version is available to Licensor at no additional cost) one high definition videotape, and Licensee shall pay all costs incurred in connection therewith, and/or other electronic transcription (herein referred to as "Videotape") of each Program licensed hereunder, to the extent available to Licensor at no additional costs, under the following terms, conditions and procedures:
a. Notwithstanding anything to the contrary contained herein Licensor is not under any obligation to deliver any materials to Licensee until this Agreement is signed by Licensee and Licensor's prior receipt of payments in full of the installments as per the Installment Plan in the Schedule or the Payment Provision, whichever is applicable in accordance with this Agreement. Upon Licensee's request and following Licensor's receipt of the signed Agreement and the payments as mentioned hereinabove, Licensor shall deliver the tapes (or will otherwise deliver by providing Licensee access to) and other material of the Program licensed hereunder which are approximately equivalent in value as follows:
The foregoing arrangement shall not relieve Licensee of its obligations to pay the Total License Fee and all other amounts due hereunder if any.
Furthermore, in addition to its other right and remedies available hereunder, and at law and/or in equity all of which are reserved, Licensor shall have the right to suspend Licensee's right to exhibit any Program and/or terminate this Agreement in the event the aforementioned License Fee and any other amounts if any are not received within five (5) days after Licensor's notice that payment was not received in accordance with this Agreement.
b. At the same time as Licensee requests to receive the Videotape for a Program licensed hereunder, Licensee shall specify whether it wants to receive a standard definition version or a high definition version (to the extent a high definition is available to Licensor at no additional costs).
c. Subject to the terms of this Agreement, Licensor agrees following a request from Licensee to make available a high definition version of a Videotape of a Program licensed hereunder provided that such version of the Program is available to Licensor in high definition at no additional costs to Licensor. For avoidance of doubt, if a Program licensed hereunder is not available in high definition to Licensor, Licensor shall not be obligated to make available and shall not be in breach of this Agreement for not making available such high definition version of that Program. Notwithstanding anything to the contrary, any and all costs associated with Licensor (or Licensor's designated representative) delivering or otherwise making available any high definition version of the Program licensed hereunder and any other related materials of that Program shall be borne solely by Licensee, including, without limitation, any costs associated with any conversions, clones, audio laybacks, etc.with respect to such high definition materials. The costs will be billed to Licensee either by Licensor or Licensor's designated representative and Licensee shall pay such costs within thirty (30) days of receipt of invoice.
d. Subject to the other provisions of this Paragraph, to the extent reasonably possible, Licensor agrees to deliver a videotape of each licensed Program to Licensee by air express or other method designated by Licensor no later than forty-five (45) days after the date of receipt in full of the payment installment corresponding to the License Fee for such Program. Licensee shall return Licensor’s videotapes within thirty (30) days after receipt.
e. Delivery by Licensor within the meaning of this Paragraph shall be deemed completed when Licensor has either physically delivered the licensed Program to Licensee or its designated agent or has placed the licensed Program in the possession of an air express company or other carrier selected by Licensor for transmission to Licensee by collect shipment.
f. Licensee shall have the right, at its expense, to manufacture a single copy ("Licensee's Copy") of each Program solely for use in exhibiting the Program in accordance with the terms of this Agreement. Licensee shall take all reasonable steps including, without limitation, using the best technology and
state-of-the-art equipment then currently available to prevent theft and unauthorized copying of Licensor's source material and Licensee's Copy.
Licensee's Copy and all other materials related to the Program shall be returned to Licensor or erased (upon completion of the License Period), at Licensor's option and discretion unless this Agreement is earlier terminated. If Licensor has elected erasure, then Licensee shall furnish Licensor with a notarized Certificate of Erasure in a form and substance satisfactory to Licensor and signed by an authorized representative of Licensee. Licensee may then retain the blank videotape or other exhibiting device as Licensor may designate.
If Licensee fails to return any tape, print, reel or container for any reason, or the same is damaged between the time of delivery by Licensor and return by Licensee, Licensee shall immediately advise Licensor and pay Licensor the cost of replacement. Such payment shall not transfer title to any such materials to Licensee or any third party. Any damage to Licensor’s videotapes when returned to Licensor, shall be deemed damaged by Licensee unless Licensee advises Licensor of such damage prior to Licensee’s manufacture of Licensee’s Copy. In no event shall Licensee cause, permit or authorize the copying, duplication, recording or transcription of the Program licensed hereunder, or sublet or part with possession or control of any of Licensor’s videotape or Licensee’s Copy, except to permit the transmission, shipment and duplication specifically authorized herein.
g. All costs (including, without limitation, all taxes, duties, second use fees, mastering, duplication, delivery, shipping insurance, marketing and forwarding charges) involved in the supply by the Licensor, use by the Licensee and return(s) of all the foregoing materials shall be borne by Licensee.
h. Licensee recognizes the substantial value of the goodwill associated with the Program (including without limitation any of its underlying properties and materials), and that the names associated with the Program have a secondary meaning in the mind of the public. As between Licensor and Licensee, all right, title and interest in and to all materials relating to the Program (including the Licensee’s Copy), and the contents thereof, including, without limitation, the copyright, trademark and all other rights in and to the Program, shall at all times be and remain in perpetuity throughout the universe with Licensor, without reservation or restriction.
6. EDITING. Except for the insertion of commercials as herein authorized in accordance with the Paragraph entitled COMMERCIALS in this Agreement, Licensee may, after receipt of Licensor's prior written approval, make to Licensee’s Copy only minor cuts or alterations in the dramatic portion of the Program which are necessary in order to
(a) conform to its practices and standards which are applicable to all Program exhibited by it or (b) make the Program suitable for programming in the applicable time period. Furthermore, Licensee shall not cut, alter or add to the videotape or any part thereof, or insert sub-titles or voice-overs or dub any voices in the videotape unless otherwise authorized by Licensor, or copy, duplicate or serialize any Program or part with possession of any Program in violation of any agreement except as may be necessary to permit the exhibition and shipment provided for hereunder.
Licensee represents, warrants and agrees that to the extent the use of a performance by any person may be incorporated into a promotion or advertisement for the Program, it will obtain all necessary consents and clearances for the performance of any language voice-over talent (and any other talent utilized by Licensee and permitted by Licensor) or the display or distribution of creative materials in connection with this Agreement and Licensor’s further use of such performances and materials.
All such editing, to the extent approved by Licensor, is further subject to, and Licensee agrees it shall abide by, any and all restrictions upon editing contained in agreements and relevant provisions of applicable guild agreements and other third-party agreements. Any proposed changes are to be made in as artistic a manner as possible so as not to materially change or impair the story. For example, editing the performance of any performer in any manner which would discredit, adversely or unfavorably reflect upon, or otherwise demean, degrade or ridicule such performance is prohibited. Licensee shall indemnify Licensor against any costs, claims, liabilities, losses, judgments and expenses including, without limitation, attorneys’ fees, which Licensor may incur as a result of Licensee's cuts or alterations. In no event shall credits, billings, copyright notices or distributor or production logos be omitted, deleted or altered in any manner from the exhibition of any of the Program.
7. DEFECTIVE MATERIALS. Licensee shall examine Licensor's material immediately upon receipt of it. If material, when first received by Licensee, is so defective as to be unsuitable for exhibition, Licensee shall give immediate notice to Licensor. Licensor may then, at its option and discretion either furnish a suitable replacement of the same Program or of a program of comparable quality as selected by Licensor. If the Program cannot be replaced, the Total License Fee shall be correspondingly reduced by the amount allocated to that Program by Licensor. Any such reduction shall be effected by reducing the payments due hereunder. Any Program or replacement furnished by Licensor shall be conclusively deemed suitable unless notice of defect is given to Licensor the earlier of the Start Date or thirty (30) days from delivery.
8. TAXES. All amounts payable by Licensee to Licensor, pursuant to the terms of this Agreement shall be exclusive of any Indirect Transaction Taxes. “Indirect Transaction Taxes” means any relevant VAT, goods and services tax (“GST”), sales, use or consumption or similar tax, fee or impost imposed, levied or assessed by any governmental agency or otherwise payable, but does not include any related penalty, fine or interest thereon. For the avoidance of doubt, if any amounts payable by Licensee to Licensor are subject to Indirect Transaction Taxes (other than withholding tax) payable by Licensor, Licensor may charge such Indirect Transaction Taxes to Licensee and Licensee shall promptly pay the amount thereof to Licensor. If any amounts payable by Licensee to Licensor are subject to Indirect Transaction Taxes (other than withholding tax) payable by Licensee under a reverse charge or withholding procedure, the amounts payable by Licensee to Licensor shall not be reduced by such Indirect Transaction Taxes.
In the event that a withholding tax is imposed, pursuant to local law, on payments by Licensee to Licensor, Licensee shall be entitled to deduct the withholding tax from payments to Licensor and pay such withholding tax to the appropriate tax authority. If payments made to Licensor are eligible for a reduced or zero rate of withholding tax pursuant to the law of the country of tax residence of Licensee or an income tax treaty between the country of tax residence of the Licensor and the country of tax residence of Licensee, Licensee shall apply the lowest applicable withholding tax rate under the law of the country of tax residence of Licensee or such income tax treaty. For the avoidance of doubt, any entitlement to deduct withholding taxes under this clause shall be applicable only with respect to withholding taxes imposed on amounts payable directly from Licensee to Licensor pursuant to this Agreement, and only with respect to taxes arising under the local laws of Licensee or Licensor’s tax residence. No deduction shall be available with respect to withholding or related taxes incurred by an affiliate of Licensee or withholding or related taxes arising from sublicensing in a jurisdiction other than the country of Licensee’s tax residence. In the event (i) Licensee is permitted to assign or otherwise transfer this Agreement or the rights or obligations hereunder or (ii) Licensee relocates or otherwise restructures, any increased withholding taxes that arise due to such assignment, transfer, relocation or restructure shall be borne solely by Licensee. Upon request from Licensee, Licensor shall provide
to Licensee any documentation or certificate required under the law of the country of tax residence of Licensee to allow Licensee to withhold at the lowest applicable withholding tax rate as soon as is practicable. Licensee shall provide documentation evidencing payment of the withholding tax (which includes an original receipt or other evidence of receipt of payment of the withholding tax) to Licensor. If Licensee does not provide such documentation evidencing payment of the withholding tax to Licensor in a timely manner, Licensee shall immediately refund to Licensor all amounts that were withheld. Licensee shall indemnify Licensor and its affiliates for any taxes, interest or penalties imposed by any tax authority that may become payable as a result of the failure by Licensee to pay any such withholding taxes in connection with payments made pursuant to this Agreement when due and required by applicable law.
9. ADVERTISING AND BILLING. a. At Licensee's written request, Licensor shall make available to Licensee such advertising and promotional materials for the Program licensed hereunder that are available to Licensor at no additional cost, plus any other marketing materials which Licensor elects in its discretion to make available on a case- by-case basis. In all cases, such materials exclude "webisodes" and digital web assets. With respect to digital web assets, at Licensee's request, Licensor will offer to Licensee available digital web assets only for a Program licensed hereunder, subject to Licensee's agreement to Licensor's usage rules, as well as payment of the appropriate fee to be determined by Licensor on a case-by case basis. All expenses incurred in the shipping and handling of such advertising and promotional materials shall be borne by Licensee. Licensee may use any advertising and promotional material supplied by Licensor to advertise or publicize the Program licensed hereunder, but shall not make, authorize or permit any form of announcement or publicity regarding the exhibition of any Program licensed hereunder in the Authorized Language in the Licensed Territories except during its License Period. Licensee agrees that no advertising or promotional material shall be created, developed and/or extracted or excerpted by Licensee from any Program licensed hereunder to advertise and promote a program not licensed hereunder, nor shall any portion of a Program licensed hereunder be used as a trailer to promote another program or a channel in general. Licensee shall not change any of the credits contained in the advertising and promotional materials, and Licensee shall comply with all of Licensor’s contractual obligations and instructions and screen and advertising credits and restrictions as notified by Licensor. In addition, Licensee may promote the exhibition of a Program licensed hereunder during Licensee's License Period in accordance with Licensor’s “Guidelines for the Promotion of Programs” as delivered or otherwise made available by Licensor (e.g. via PUMA or D3). Licensee shall comply with all further restrictions, which may be presented by Licensor from time to time with respect to the promotion of the Program on the Internet.
b. Licensee covenants and agrees that (i) Licensee shall not use any advertising or promotional materials in such a manner that would constitute an express, implied, direct or indirect endorsement of any product, service or sponsor, (ii) Licensee shall not use the name or likeness of any person appearing in or associated with the Program licensed hereunder except to the extent such advertising complies with this Agreement and all of Licensor’s prior instructions, (iii) Licensee shall indemnify and hold harmless the Licensor Indemnitees from and against all losses incurred by Licensor Indemnitees by reason of any breach by Licensee of the provisions of this Paragraph, (iv) all promotion and advertising conducted by or on behalf of Licensee in connection with this Agreement will at all times and in all respects comply with and will be conducted in accordance with all applicable laws, rules and regulations and (v) if requested, Licensee shall return at its expense all such advertising and promotional materials (which at all times remain the property of Licensor). Licensor shall have the right to pre-approve any advertisements or promotional materials created by Licensee in connection with the Program licensed hereunder if such advertisement or promotion includes any material other than that provided by Licensor or if such materials provided by Licensor have been altered in any way.
10. MUSIC. Licensor represents that, to the best of its knowledge, the non-dramatic performing rights in the music contained in the Program licensed hereunder are: (a) controlled by or licensed to Licensor to the extent necessary to permit Licensee's exhibition of the Program licensed hereunder, (b) in the public domain or (c) controlled by a performing rights society having jurisdiction in the Licensed Territories. In addition to its representations and warranties set forth herein, Licensee represents, warrants and agrees that it has secured and will maintain (at its sole expense) all performing rights licenses (e.g. ASCAP, BMI or SESAC) necessary to publicly perform the music in each Program licensed hereunder, and Licensee will hold Licensor harmless from and against any and all claims arising out of Licensee's failure to do so.
11. COMMERCIALS. Licensee may, at its own expense, insert commercials at any place or places in each Program licensed hereunder as determined by Licensee. Such commercials shall be made and used by Licensee without any liability to, or obligation upon Licensor and shall be inserted in such manner as will not adversely affect or detract from the artistic or pictorial quality of the Program licensed hereunder, or damage or injure the videotape thereof. Subject to the terms of this Agreement, any commercial advertising will not reflect unfavorably on the Program or Licensor (or any of its affiliated entities), and will not refer to or promote any gambling or any “X-rated,” explicit sexual content or other adult-oriented content. Under no circumstances shall Licensee insert any product placement within the Program itself.
12. DEFAULTS.
a. The following shall be events of default (“Event of Default”) hereunder:
(i) Licensee breaches any of the payment terms set forth in this Agreement and said breach is not cured within five (5) days after written notice thereof by Licensor.
(ii) Licensee breaches any other provision of this Agreement (including, without limitation, any of its representations, warranties, covenants or agreements), which breach is not remedied within twenty (20) days after written notice thereof by Licensor.
(iii) An order for relief is entered with respect to Licensee and is not discharged or vacated within thirty (30) days, or Licensee commences a voluntary case under Title 11 of the United States Bankruptcy Code as now and hereafter in effect, or any successor or similar statute, or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or Licensee consents to the entry of an order for relief in an involuntary case, or to the conversion of a voluntary case to an involuntary case, under any such law, or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; Licensee makes any assignment for the benefit of creditors; Licensee is generally unable, or fails or admits in writing of its general inability or failure, to pay its debts as such debts become due; or the Board of Directors or other governing body of Licensee adopts a resolution or otherwise approves authorization to act upon any of the foregoing actions.
(iv) Any order, judgment or decree is entered against Licensee decreeing the dissolution, winding up or split-up of Licensee and such order remains undischarged or unstayed for a period in excess of thirty (30) days.
(v) Licensee telecasts or authorizes any other entity to telecast any Program or materials related thereto or other programs controlled by
Licensor and/or its affiliates that is not authorized in writing by Licensor.
(vi) If Licensor so elects, any breach of this Agreement shall also be deemed to be a breach of any other agreements between Licensor and Licensee, and shall entitle Licensor to exercise any or all of the rights and remedies set forth herein and/or in said other agreements.
b. Upon the occurrence of an Event of Default, Licensor shall have the following rights, any or all of which may be exercised in its sole discretion:
(i) In the event of an unauthorized exhibition, Licensee shall (without prejudice to any other rights or remedies Licensor may have at law or in equity), pay to Licensor for each such unauthorized exhibition 10% of the License Fee in respect of such Program.
(ii) Immediately upon the occurrence of an Event of Default, pursuant to sub-paragraph (a) hereinabove, Licensor may, at its option, terminate this Agreement effective immediately upon notice of termination by Licensor. Termination of Licensee’s rights shall not affect Licensor’s right to full payment of the Total License Fee payable to Licensor hereunder nor Licensor’s right to full payment for all damages caused by Licensee’s default or any other rights or remedies of Licensor pursuant to this sub-paragraph (b) or otherwise. Upon termination of this Agreement by Licensor, in addition to any other rights and remedies of Licensor under this Agreement or available in law or equity, all of Licensee’s rights hereunder automatically revert to Licensor, and Licensee shall immediately return at Licensor’s discretion, without limitation, all materials related to the Program licensed hereunder including Licensor’s videotapes, Licensee’s Copy (or a Certificate of Erasure in accordance with the Paragraph entitled DELIVERY AND RETURN OF MATERIALS) and all other materials theretofore furnished to or created by Licensee with respect to the Program licensed hereunder.
(iii) Immediately upon an Event of Default, the balance of the Total License Fee and other amounts payable to Licensor hereunder (including, without limitation, interest on any overdue amount as set forth in the Paragraph entitled PAYMENT), shall immediately become due and payable, regardless of the due date and without any prejudice to any other rights and remedies available to Licensor at law or in equity.
(iv) Licensor may during the existence of any unremedied breach of this Agreement, suspend delivery to or exhibition by Licensee, or both, of the Program licensed hereunder.
(v) Licensee acknowledges that the terms hereof and the industry custom of licensing programming substantially in advance of scheduled exhibition, have the effect of rendering the Program licensed hereunder unmarketable in the Licensed Territories during any period encompassed by this Agreement, and therefore, no method exists for accurate measurement of damages upon the happening of an Event of Default hereunder. Therefore, in addition to all other rights and remedies available to Licensor, Licensor shall be entitled, upon the occurrence of an Event of Default, to recover from Licensee as liquidated damages the full, unpaid net License Fee for all exhibitions authorized hereunder, whether or not such exhibitions actually occur.
(vi) In addition to the above rights and remedies available under this Agreement in law or in equity, all of which are reserved by Licensor, Licensor shall be entitled to recover from Licensee Licensor’s reasonable attorney’s fees plus costs and expenses including those costs incurred by Licensor for retaining an attorney at any time to review, advise and/or enforce the provisions hereof.
(vii) The rights and remedies of Licensor set forth in this sub-paragraph (b) are cumulative and are in addition, and without prejudice, to any and all rights and remedies available to Licensor at law or in equity.
c. Licensee shall notify Licensor in writing by facsimile within twenty-four (24) hours of an Event of Default in sub-paragraph (a)(iii) or (iv) or (v) hereinabove.
d. Effect of Termination: Upon termination of this Agreement, Licensor shall be relieved of its obligations hereunder not yet accrued as of the date of termination. Licensee shall remain fully obligated to fulfill its obligations that accrued prior to such date of termination including, but not limited to, the payment of all License Fees. In addition to its other rights and remedies, Licensor shall have the right to demand as payment for certain damages all License Fees and other monies due or to become due hereunder but for such termination immediately due and payable, and Licensee shall immediately pay such amount. Immediately upon termination, all rights licensed hereunder shall immediately revert to Licensor, and Licensee shall not have any further rights whatsoever (including, without limitation, the right to exhibit) with respect to the Program licensed hereunder or any other materials relating or referring to the Program licensed hereunder. In connection therewith, all such materials shall be promptly returned to Licensor.
e. Licensor Breach or Default; No Injunctive Relief: If Licensor is in breach or is in default of any provision hereunder (including any representation or warranty, covenant or other obligation), and if such breach or default is not cured, then Licensee's rights will be limited to an action at law for damages as a result thereof (provided that Licensee shall not seek punitive damages), and in no event will Licensee be entitled to an injunction or other equitable relief of any kind including, without limitation, requiring or prohibiting distribution or delivery of any Program licensed hereunder. Any breach or default by Licensor is limited to the particular Program licensed hereunder to which such breach or default applies.
13. EXCLUSIVITY/HOLDBACK. Subject to the terms of this Agreement and only so long as Licensee is not in breach of this Agreement, Licensor agrees not to grant to a third party the linear free television rights authorized by Licensor hereunder to exhibit the Program licensed hereunder in its entirety in the Authorized Languages in the Licensed Territories during Licensee’s License Period. For clarity, unauthorized reception, transmission or incidental broadcast or satellite overspill reception shall not constitute a breach by Licensor of this Agreement.
14. RESERVATION OF RIGHTS. Licensor reserves all rights (whether now known or unknown) in and to each Program licensed hereunder and its contents and the parties agree that Licensor shall have the right to exercise all or any of its reserved rights without limitation or restriction. Licensor's reserved rights shall include, without limitation, the right to change the title of any licensed Program, and Licensor agrees that if such title is changed Licensee shall be given reasonable notice. Licensee shall then immediately substitute in all advertising the changed title and shall immediately substitute footage (to be furnished by Licensor) containing the new title and will not exhibit that Program, except with the new title.
Except as expressly stated in the EXCLUSIVITY/HOLDBACK paragraph hereinabove, all rights are reserved to Licensor without any restriction and such reserved rights include, without limitation:
• home video (including electronic sell-through);
• basic cable television;
• pay television;
• PPV;
• VOD, near-video-on-demand, SOD (and any other on-demand system, known or unknown, whether fee or non-fee based, whether subscription or non- subscription based), and
• services provided via (A)DSL, wireless, mobile, downloading, storage and/or Internet and/or any on-line or other systems and technologies (whether such interactive or otherwise, now known or unknown).
Any royalties, fees, video levies or any other payments to a general fund intended for distribution to a claimant which may be paid to or received by Licensee by virtue of any statute, governmental regulation or by operation of law or in any other manner as a result of the amplification, retransmission, relaying by or from any facility, video purchase or rental of each licensed Program, shall belong to Licensor and if received by Licensee shall be held by Licensee as agent and/or trustee for Licensor and shall be promptly paid to Licensor.
15. LENGTH OF PROGRAM. The length of a Program as used throughout this Agreement shall mean its full running time, including commercials, lead-ins and lead-outs as originally broadcast on television.
16. INDEMNITIES.
A. Licensor shall indemnify and hold harmless Licensee and its officers, directors, agents, affiliates and employees (the “Licensee Indemnitees”), from and against any and all liabilities, actions, claims, losses, damages and expenses (including reasonable outside attorneys’ fees and expenses) (collectively, “Losses”) caused by or arising in connection with (i) Licensor’s material breach of any representation, warranty, covenant or agreement made by Licensor in this Agreement or (ii) subject to Licensee fully complying with this Agreement, any agreement with any other person or entity, or any right of privacy, defamation or publicity, copyright or trademark (limited as to each to an action that may be brought under the laws of the United States) of any other person or entity, which in each case is inconsistent with, and solely to the extent that any of the foregoing interferes with, the rights expressly granted to Licensee hereunder. Notwithstanding the foregoing, Licensor expressly excludes any indemnification of any kind in regard to music contained in the Program licensed hereunder, except for indemnification with respect to Licensor's breach of the representation in the first sentence of the Paragraph entitled MUSIC hereinabove.
B. Licensee shall indemnify and hold harmless Licensor and its affiliates and its and their officers, directors, agents, affiliates, licensors and employees (the “Licensor Indemnitees”), from and against any and all Losses caused by or arising in connection with (i) Licensee’s breach (or alleged breach) of any representation, warranty, covenant and/or agreement made by Licensee in this Agreement, (ii) Licensee’s breach of any of its payment obligations, (iii) the exhibition of any Program by Licensee, (iv) advertising, marketing and/or promotion related to Licensor, its affiliates or any Program conducted, developed, used, published, distributed, disseminated or authorized by or on behalf of Licensee or (v) any other material supplied or permitted by Licensee
to be used including, without limitation, any material added, deleted or modified by any person or entity other than Licensor after delivery of the Program to Licensee.
C. The indemnified party shall promptly notify the indemnifying party of a matter giving rise to an indemnification obligation hereunder, and the indemnifying party may at its option assume the defense of such claim, in which case the indemnified party shall reasonably cooperate in the defense thereof. No settlement or compromise of the matter or admission of liability may be made by the indemnified party without the indemnifying party’s prior written consent.
17. WITHDRAWAL OF PROGRAM. Licensor may, in its sole discretion, withdraw any Program licensed hereunder if Licensor determines that (i) the telecasting thereof would or might (a) infringe upon the rights of others; (b) violate any law, court order, government regulation or other ruling of any governmental agency; (c) interfere with the actual or contemplated use of the Program licensed hereunder (including, but not limited to, any theatrical (re)release or remake of, spin-off, or any prequel or sequel to such Program) or the material or rights contained therein, for any purpose in the Licensed Territories other than as specified in the foregoing Paragraph entitled EXCLUSIVITY/HOLDBACK; (d) subject Licensor to any liability; or (ii) the preprint material, negatives or otherwise, for the Program is unsuitable for the making of a videotape copy.
In addition to its other rights to withhold and withdraw a Program, Licensor, at its discretion, may temporarily withhold delivery of videotapes of any Program licensed to Licensee, or may temporarily suspend Licensee's telecasting of Program previously delivered, for a period or periods as specified by Licensor, provided such withholdings or suspensions as to any particular Program shall not total in the aggregate more than twelve (12) months. In any such case, the License Period for such Program shall be extended by a period equal to that by which the aggregate of the periods of suspension or withholding under this paragraph for such Program exceeds 90 days. Licensor agrees to notify Licensee by mail or wire of such withholding or suspension and the probable duration, if known.
18. ADJUSTMENT IN PRICE UPON WITHDRAWAL. Licensee shall not be entitled to a price adjustment of any Program licensed hereunder withdrawn by Licensor hereunder if (a) prior to the effective date of withdrawal or after the Program may have been restored to Licensee, Licensee has telecast or has been deemed to have telecast the Program for the number of times designated in the Schedule, or has had sufficient time in which to telecast the Program for as many times as Licensee would have telecast the Program had the Program not been withdrawn; (b) Licensor furnishes a mutually satisfactory substitute program; or (c) Licensor and Licensee are unable to agree on a satisfactory substitute program and Licensor furnishes a program of comparable quality to the withdrawn Program. Unless Licensee elects to the contrary within ten
(10) days following the withdrawal of a Program, Licensee will be deemed to have elected to accept the substitute program, if provided.
If the foregoing is not applicable, Licensee shall be given a refund or credit, as Licensor may elect, as follows:
(i) If, before withdrawal, any Program licensed hereunder has not been, or has not been deemed to be, telecast by Licensee, the entire License Fee for such Program shall be refunded or credited to Licensee.
(ii) If, before withdrawal, any Program licensed hereunder has been, or has been deemed to be, telecast one or more times, Licensee shall be entitled to a credit or refund in an amount equal to the percentage of the original per Program License Fee set forth in Exhibit B attached hereto, taking into account the
number of times such Program has actually been telecast or deemed to have been telecast prior to such withdrawal and the greater value attributed to such first telecast. Exhibit B is omitted if only one run is licensed.
A Program shall be deemed to have been telecast, for refund or credit purposes, one time for each twelve (12) month period commencing on the Start Date, during which Licensee had, but did not exercise, the right to telecast such Program.
19. COPY PROTECTION. Licensee's facilities shall be of first-class technical quality, and Licensee shall employ such full security systems and encryption and encoding procedures as are appropriate in accordance with industry standards and the instructions of Licensor to prevent all unauthorized persons or entities from receiving, and to prevent all persons or entities from duplicating or retransmitting, all or any part of any Program licensed hereunder from the Licensed Channels. Without limiting the generality of the foregoing, (i) Licensee shall not limit carriage of, strip out or obscure data fields or other data packets containing CCI bits or other encoding or watermarks as may be embedded in the Program licensed hereunder as delivered to Licensee, and
(ii) Licensee shall not transmit or cause or permit the transmission or other distribution of any Program licensed hereunder: (a) by means of an analog output from any set-top box or similar or other device in a configuration that is not either a composite signal, an S-Video signal or a component signal, whether interlaced or progressive; and (b) for the high definition television transmission, Licensee shall implement (to the extent possible), and use its reasonable efforts to cause the authorized systems carrying its channel to implement, in set-top boxes HDCP-protected HDMI and DVI digital outputs and DTCP protected IEEE 1394 digital outputs (or, in each case, equivalent or successor technology). Licensee may not transmit or cause or permit the transmission or other distribution of any high definition originated licensed Program and any materials related thereto via any analog output at a greater resolution than 720x576. In connection with the transmission of a Program licensed hereunder in HD, Licensee shall employ a technology for such transmissions using (1) no less than (i) 15.0 Mbps for MPEG2 or (ii) no less than 8.0 Mbps for MPEG4 H264/VC-1 Advanced Profile linear constant bit rate, and (2) a resolution of 1920x1080 (and no lower than 1440x1080 for 1080i HD materials).
This Agreement does not grant any digital or hard-drive downloading or storage rights with respect to the Program licensed hereunder.
20. ASSIGNMENT/CHANGE IN OWNERSHIP. This Agreement may not be assigned, transferred, conveyed, pledged, hypothecated or sublicensed (in whole or in part) by Licensee (voluntarily or by operation of law), without Licensor's prior written consent. Any such assignment, transfer, conveyance, pledge, hypothecation or sublicense of this Agreement by Licensee, or any change in control of Licensee, without Licensor’s prior written consent shall constitute an Event of Default hereunder, and Licensor shall be entitled to exercise all of its rights and remedies including, without limitation, the right to terminate this Agreement as set forth herein. In addition, Licensee agrees that in the case of any permitted assignment both Licensee and its parent shall guarantee the payment of all sums due to Licensor hereunder. Licensor may transfer, assign, pledge, convey or hypothecate this Agreement in whole or in part, without Licensee's consent.
21. CONFIDENTIALITY. Licensor and Licensee each agree that it and its employees will maintain in confidence the terms and provisions of this Agreement including, without limitation, the number of, and amount of License Fees for the, Program(s) licensed hereunder and all information derived from the other party in performance of its obligations hereunder, and that they have not and will not reveal the same to any persons other than a person employed by the other party who has agreed to be bound by this confidentiality agreement, except:
a. to the extent necessary to comply with applicable law, the rules of any stock exchange on which the shares of that party or its parent company may be listed, or the valid order of a court of competent jurisdiction or an arbitration tribunal, in which event the disclosing party shall so notify the other party as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information;
b. as part of its normal reporting or review procedure to its parent company, its auditors, its participants and its attorneys, if such parent company, auditors, participants and attorneys agree to be bound by the provisions of this sub- paragraph; or
c. in order to enforce any of its rights pursuant to this Agreement.
No party shall issue a press release or make any other public announcement or disclosure of any kind with respect to this Agreement, or the transactions contemplated hereby, without the prior written consent of the other party.
22. EXHIBITION REQUIREMENTS/RESTRICTIONS. The Program will be exhibited as contemplated in this Agreement in a high quality, “first class” manner, using state-of- the-art equipment (or other high quality equipment that is reasonably satisfactory to Licensor). With the exception of the Licensed Channel’s identification logo, Licensee will not include or authorize any text, banner or other advertisements or promotions on the same screen as, in connection with, or at all adjacent to the Program exhibited, or through Licensee’s advertising or promotional activities make any implied association with Licensor (or any of its affiliated entities) without the prior written approval of Licensor.
23. GENERAL. All notices and approvals hereunder must be in writing and shall be given by hand-delivery, overnight delivery, prepaid registered mail or by telecopier or facsimile with confirmation, unless otherwise specified. Except where otherwise provided for in this Agreement, all payments and accountings will be sent to Licensor as set forth below. All notices become effective when sent, except that notices sent by facsimile will become effective upon xxxxxx’x written confirmation that the message was sent. All correspondence including, without limitation, all notices to Licensor shall be sent to the address as specified in the Schedule of this Agreement, with a copy to the attention of: Executive Vice-President, Business & Legal Affairs, c/o NBC Universal Television Distribution, 100 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxx 0000/Xxxxx 0000, Univxxxxx Xxxx, XX 00000, XXX. Xxiver of any breach shall not be construed as a waiver of any other breach by such other party. Upon the receipt by Licensee of written notice from Licensor thereof, and of written instruction by Licensor to pay over when due any sum to become due or then due, Licensee agrees that it will forthwith comply therewith.
24. MISCELLANEOUS. Subject to the terms of this Agreement, Licensor has absolute and final control at all times and in all respects over the production, transmission, broadcast, telecast, distribution and exhibition of the Program licensed hereunder. Without limiting any of its rights or remedies, Licensor will, upon request, have meaningful consultation rights with respect to Licensee’s plans for the distribution, marketing, promotion and exploitation of the Program licensed hereunder, including prior written notice with an opportunity to review, consult, and comment. Licensee will itself comply, and will ensure that all of its affiliated entities and any authorized retransmission systems authorized by Licensor hereunder comply, with this Agreement and all applicable laws, rules and regulations of the Licensed Territories in regard to telecasting the Program licensed hereunder.
Each party represents, warrants and agrees that it has the right and the authority to enter into this Agreement and render the performances described in this Agreement.
In connection with any Program licensed hereunder that contain news material, Licensee acknowledges and agrees that circumstances may exist in which Licensor will, in its sole discretion, refuse to provide Licensee (or any other entity, including without limitation a court or other tribunal) with certain information pertaining to Licensor’s news gathering processes—for instance, the identity of confidential sources, outtakes and other information regarded by Licensor as confidential. Licensee agrees that this refusal by Licensor will not be deemed to be a breach of this Agreement by Licensor, and will not limit the representation and warranties or indemnification provided by Licensee under this Agreement.
This Agreement, irrespective of the place of execution or performance, shall be construed and enforced in accordance with the laws of the State of California USA, applicable to contracts to be executed and to be wholly performed therein, regardless of any conflicts by law. Place of venue for any dispute shall be the courts of Los Angeles, California, USA. By this Agreement, Licensee consents to the jurisdiction of this court and venue and to service of process by mail. The parties hereby irrevocably waive their respective rights to trial by jury of any cause of action claim, counterclaim or cross-complaint in any action or other proceeding brought by any party against any other party or parties with respect to any matter arising out of, or in any way connected with, or related to this Agreement or any portion thereof, whether based upon contractual, statutory, tortious or other theories of liability. With respect to such dispute, both parties shall choose domicile at, 100 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx Xxxx, XX 00000, XXX.
Xhis Agreement (including all Riders, Schedules and Exhibits which are incorporated herein by reference) is the entire and complete Agreement of the parties with respect to the subject matter of this license. All prior understandings, oral or written, if any, for the telecasting hereunder, have been merged herein; or if not merged hereby canceled, and no representations have been made by Licensor except those expressly set forth herein. Any amendment or modification of this Agreement must be in writing and signed by an authorized representative of Licensee (if required by Licensor) and on behalf of Licensor by its authorized representative. Paragraph titles herein are merely for identification and shall be of no effect in the application or construction of the provisions hereof. If any provision of this Agreement is found to be void or unenforceable, the remaining provisions will continue in full force and effect, and this Agreement will be construed and enforced as if such provision were not contained in this Agreement. This Agreement will not create any relationship of partnership, joint venture, agency, fiduciary, or employment between the parties and no such relationship exists between the parties with respect to the Program and neither party will so hold itself out by advertising or otherwise, nor will either of the parties be liable or bound by any representation, act or omission whatever of the other party. This Agreement may be executed by original, facsimile or PDF signatures and in counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument. Any signed copy of this Agreement delivered by PDF or facsimile transmission shall for all purposes be treated as if it had been delivered containing an original signature of the party whose signature appears in the PDF or facsimile and shall be binding upon that party in the same manner as though an original signed copy had been delivered.
25. COMPLIANCE WITH LAW; EXPORT CONTROL REGULATIONS. Licensee represents, warrants and agrees that it shall perform its obligations hereunder in compliance with applicable laws, rules and regulations (including U.S. embargoes and export control regulations), including, without limitation, obtaining and maintaining all necessary authorizations, approvals and consents to enter into this Agreement and perform such obligations. Nothing in this Agreement requires Licensor to take any action contrary to or prohibited by any U.S. embargo or export control regulation or similar law, policy, rule or regulation of any governmental authority.
RIDER
TO TELEVISION FILM AGREEMENT DATED AUGUST 4, 2015 BETWEEN UNIVERSAL STUDIOS LIMITED AND RADIO AND TELEVISION OF SLOVAKIA
1. Notwithstanding anything to the contrary in the Paragraph entitled CONFIDENTIALITY, it is understood that Licensee has a statutory obligation to publish this Agreement on a public website.
Licensor agrees to such publication of the Agreement provided it is in the form as included in Annex I attached hereto.
2. With respect to the Licensed Channels as specified in the Schedule of this Agreement and the Number of Runs as specified in the Schedule or Exhibit A, it is understood that Licensee may broadcast each Run granted on either DVOJKA or JEDNOTKA and - simultaneously with the exhibition on DVOJKA or JEDNOTKA - on DVOJKA HD or JEDNOTKA HD respectively.
Each Run taken on DVOJKA or JEDNOTKA shall count as one (1) Run.
Exhibitions on DVOJKA HD or JEDNOTKA HD shall not increase the number of Runs deemed to have been used by Licensee.
3. With respect to the Authorized Languages as specified in the Schedule of this Agreement, Licensee shall have the right to either dub and/or electronically subtitle the Program licensed hereunder under the following terms and conditions. Licensee shall advise Licensor within a reasonable time prior to the Start Date the method chosen so as to enable Licensor to deliver the material required.
A. The following shall apply for DUBBING:
a. Licensor shall deliver to Licensee the following:
i. One (1) videotape with music and effects track on Channel two (2), if available and a neutral title background, if available;
ii. One (1) Original Version Language script;
iii. One (1) music cue sheet
b. Licensor shall, at Licensee's expense, ship the above-mentioned dubbing material to Licensee at Licensee's address as specified in this Agreement or elsewhere as Licensee may reasonably designate. Licensee shall pay Licensor upon invoicing (unless the material is supplied on loan) the cost of the material specified above with the exception of items ii and iii.
c. Licensee agrees that its agreement(s) with the company dubbing the Program licensed hereunder (the "Dubber") if any shall contain the Dubber's written acknowledgement and agreement to all of the terms and conditions contained herein including, but not limited to, the sole and exclusive ownership by Licensor of the dubbed versions language tracks and translations in the Authorized Language and that neither the Dubber, Licensee nor any other party shall have any right, title or interest with thereto.
B. The following shall apply for SUBTITLING :
a. Licensor shall deliver to Licensee the following:
i. One (1) videotape; and
ii. One (1) Original Version Language script, if available.
b. Licensee shall use an electronic process to subtitle the tapes delivered hereunder into the Authorized Language. Licensee will be charged with cost price of each tape damaged beyond normal wear and tear which shall not transfer title to Licensee or to anyone else.
C. The existing copyright for each Program shall not be limited or abridged in any manner and Licensor shall be entitled to obtain copyright protection for the Authorized Language version of each such Program (regardless who created it).
D. The cost of dubbing and/or subtitling in the Authorized Language versions and/or laboratory work connected therewith including completion of missing music and effects shall be borne by Licensee. All dubbed and/or subtitled versions (regardless of who created them) shall be the sole property of Licensor and Licensor shall have exclusive and irrevocable rights therein and thereto including, without limitation, copyright.
E. If Licensor accesses such dubbed and/or subtitled versions created by Licensee, then Licensor shall on a one-time basis reimburse Licensee fifty percent (50%) of the actual out-of-pocket dubbing/subtitling costs reasonably incurred by Licensee for such materials. Licensee shall provide Licensor with a detailed invoice regarding these dubbed and/or subtitled versions, including, without limitation, a list of the dubbing and/or subtitling costs and the rights acquired and cleared.
F. Immediately upon completion of the License Period hereunder or after the final telecast, whichever is earlier, all telecasting material shall be returned prepaid to Licensor, ordinary wear and tear from proper use excepted to an address designated by Licensor.
G. Subject to Licensor's approval, Licensee shall have the right to telecast the Program licensed hereunder under a title other than the one specified in this Agreement ("Substitute Title") provided:
a. Licensee shall advise Licensor of the Substitute Title prior to the Start Date of this Agreement.
b. Licensee agrees to indemnify Licensor against liability, loss, damages or expenses arising out of or caused by Licensee's designation of the Substitute Title;
c. Ownership of all rights in and to the Substitute Title shall belong exclusively to Licensor which may use the Substitute Title for any purpose whatsoever;and
d. Licensee shall use the Substitute Title solely in connection with the exhibition of the Program in accordance with this Agreement.
4. Licensor shall have the right, to be exercised in its sole discretion, to (re)allocate the License Fees for each Program licensed hereunder and Licensee agrees to acknowledge and accept such (re)allocations. For clarity, the Total License Fee shall remain unchanged.
Contract #: 5017572 - 0 / 99925 - 1
Exhibit A
Production Number | Titles | Release Year | Length | Start Date | End Date | License Fee Per Film | No. of Runs | |
Feature Films - Library | ||||||||
MONTY PYTHON'S MEANING OF LIFE | 1983 | 109 | ||||||
RAN | 1985 | 163 | ||||||
THIS IS SPINAL TAP | 1984 | 87 | ||||||
ATONEMENT | 2007 | 123 | ||||||
CHANGELING ('08) | 2008 | 141 | ||||||
XXXXXXXXX: THE GOLDEN | 2007 | 115 | ||||||
AGE APOCALYPSE NOW | 1979 | 150 | ||||||
APOLLO 13 | 1995 | 140 | ||||||
BIG LEBOWSKI, THE | 1998 | 117 | ||||||
XXXXXXXXX | 1998 | 121 | ||||||
FEAR AND LOATHING IN LAS | 1998 | 118 | ||||||
VEGAS | ||||||||
HOLIDAY, THE | 2006 | 138 | ||||||
JARHEAD | 2005 | 123 | ||||||
LOST IN TRANSLATION | 2003 | 102 | ||||||
LOVE ACTUALLY | 2003 | 135 | ||||||
MIAMI VICE ('06) | 2006 | 132 | ||||||
PRIDE AND PREJUDICE | 2005 | 127 | ||||||
RED DRAGON | 2002 | 125 | ||||||
SCARFACE ('83) | 1983 | 170 | ||||||
SCENT OF A WOMAN | 1992 | 157 | ||||||
SHAKESPEARE IN LOVE | 1998 | 122 | ||||||
SLEEPERS | 1996 | 147 | ||||||
TWELVE MONKEYS | 1996 | 130 | ||||||
21 GRAMS | 2003 | 126 | ||||||
XXXXXX'X ASHES | 1999 | 145 | ||||||
ARIZONA DREAM | 1992 | 140 | ||||||
XXXXX XXXXXX | 2000 | 111 | ||||||
BOXER, THE | 1997 | 114 | ||||||
IN THE NAME OF THE FATHER | 1993 | 133 | ||||||
LEAVING LAS VEGAS | 1995 | 111 | ||||||
PIANIST, THE | 2002 | 148 | ||||||
RIABA MA POULE | 1993 | 112 | ||||||
A BOUT DE SOUFFLE | 1960 | 89 | ||||||
AIRPORT ('70) | 1970 | 135 | ||||||
ALL QUIET ON THE WESTERN | 1930 | 131 | ||||||
FRONT | ||||||||
ALPHAVILLE | 1965 | 100 | ||||||
XXXXX XXXXXXXX A MARIENBAD, L' | 1960 | 100 | ||||||
BIRDS, THE | 1963 | 119 |
Contract #: 5017572 - 0 / 99925 - 1
Exhibit A
Production Number | Titles | Release Year | Length | Start Date | End Date | License Fee Per Film | No. of Runs | |
CARTOUCHE | 1962 | 115 | ||||||
CET OBSCUR OBJEX XX | 0000 | 000 | ||||||
XXXXX XXXXXX XXXXXXX XX XX | 0000 | 000 | ||||||
BOURGEOISIE, LE | ||||||||
DEATH ON THE NILE | 1978 | 140 | ||||||
DEER HUNTER, THE | 1979 | 184 | ||||||
ECLIPSE, L' | 1962 | 125 | ||||||
FOR WHOM THE BELL TOLLS | 1943 | 130 | ||||||
XXXXX XXXXXX SUPERSTAR ('73) | 1973 | 106 | ||||||
LA TOUR, PRENDS GARDE! | 1958 | 82 | ||||||
LADYKILLERS | 1955 | 90 | ||||||
MAN WHO FELL TO EARTH, | 1976 | 140 | ||||||
THE MAN WHO KNEW TOO MUCH, | 1956 | 120 | ||||||
THE | ||||||||
MURDER ON THE ORIENT EXPRESS | 1974 | 127 | ||||||
NOTTI DI CABIRIA, LE | 1957 | 119 | ||||||
PIERROT LE FOU | 1965 | 112 | ||||||
PSYCHO ('60) | 1960 | 109 | ||||||
REAR WINDOW | 1954 | 113 | ||||||
SERPICO | 1973 | 130 | ||||||
SPARTACUS | 1960 | 183 | ||||||
THREE DAYS OF THE | 1975 | 122 | ||||||
CONDOR TRISTANA | 1970 | 100 | ||||||
VERTIGO | 1958 | 128 | ||||||
Total: | $226,300.00 | |||||||
Movie of the Week - | ||||||||
Library | ||||||||
LAND BEFORE TIME II: THE GREAT VALLEY AD | 1994 | 75 | ||||||
LAND BEFORE TIME III: THE | 1995 | 75 | ||||||
TIME OF THE GR LAND BEFORE TIME IV: | 1996 | 71 | ||||||
JOURNEY THROUGH THE | ||||||||
LAND BEFORE TIME V: THE MYSTERIOUS ISLAN | 1997 | 75 | ||||||
LAND BEFORE TIME VI: THE | 1998 | 75 | ||||||
SECRET OF SAURU LAND BEFORE TIME VII: THE | 2000 | 75 | ||||||
STONE OF COLD | ||||||||
LAND BEFORE TIME VIII: THE BIG FREEZE | 2001 | 76 | ||||||
LAND BEFORE TIME, THE | 1988 | 69 | ||||||
(1988) | ||||||||
Total: | $12,000.00 | |||||||
No. of | ||||||||
Number of | Season | License Fee | Total | Runs per | ||||
Episodes | Series/Seasons/Episodes | Year | Length | Start Date | End Date | Per Episode | License Fee | Episode |
TV Series - Library |
Contract #: 5017572 - 0 / 99925 - 1
Exhibit A
Production Number | Titles | Release Year | Length | Start Date | End Date | License Fee Per Film | No. of Runs | |
30-episodes | CURIOUS XXXXXX #01 (2006/07) | $7,500.00 | ||||||
ALL-ANIMAL RECYCLED.../THE | 06/07 | 30 | ||||||
TIMES OF XXXX | ||||||||
XXXX WONDER/ROLLER MONKEY | 06/07 | 30 | ||||||
CAMPING W/XXXXXXX/..VS | 06/07 | 30 | ||||||
TURBO PYTHON 3000 CANDY | 06/07 | 30 | ||||||
COUNTER/CURIOUS...RESCUE | ||||||||
MONKEY CLEAN PERFECT YELLOW | 06/07 | 30 | ||||||
HAT/BEE IS FOR BEAR | ||||||||
CURIOUS XXXXXX FLIES A KITE/FROM SCRATCH | 06/07 | 30 | ||||||
CURIOUS...DAM | 06/07 | 30 | ||||||
BUILDERS/...LOW HIGH SCORE | ||||||||
CURIOUS...DOG | 06/07 | 30 | ||||||
COUNTER/SQUIRREL FOR A DAY | ||||||||
CURIOUS...HOME FOR | 06/07 | 30 | ||||||
PIGEONS/OUT OF ORDER CURIOUS...ON | 06/07 | 30 | ||||||
TIME/CURIOUS...XXXXX XXXX | ||||||||
CURIOUS...ROCKET RIDE/...STATION MASTER | 06/07 | 30 | ||||||
CURIOUS...SEES | 06/07 | 30 | ||||||
STARS/...GETS A TROPHY CURIOUS..A | 06/07 | 30 | ||||||
VACATION/CURIOUS..ONE | ||||||||
THAT GO CURIOUS..DISCOVERS..POLE | 06/07 | 30 | ||||||
S/..FINDS HIS WA | ||||||||
CURIOUS..DOOR MONKEY/..GOES UP THE | 06/07 | 30 | ||||||
RIVER | ||||||||
CURIOUS..INVISIBLE SOUND/..PEELING MONKE | 06/07 | 30 | ||||||
CURIOUS..TAKES A | 06/07 | 30 | ||||||
JOB/..TAKES ANOTHER JOB DOCTOR | 06/07 | 30 | ||||||
MONKEY/CURIOUS...THE ARCHITECT | ||||||||
ELEPHANT UPSTAIRS, | 06/07 | 30 | ||||||
THE/BEING XXXXXXX XXXXXX FIXES XXXXX'X | 06/07 | 30 | ||||||
WAGON/..TAKES A DIV | ||||||||
XXXXXX MAKES A STAND/...SEES THE LIGHT | 06/07 | 30 | ||||||
HOUSEBOUND!/CURIOUS | 06/07 | 30 | ||||||
XXXXXX RIDES A BIKE KEEP OUT | 06/07 | 30 | ||||||
COWS/CURIOUS..THE | ||||||||
MISSING PIECE SKI MONKEY/XXXXXX THE | 06/07 | 30 | ||||||
GROCER | ||||||||
SURPRISE QUINTS/MUDDY MONKEY | 06/07 | 30 | ||||||
TRUTH ABOUT | 06/07 | 30 | ||||||
XXXXXX.../CURIOUS..IN THE DA | ||||||||
UNBALANCED/CURIOUS | 06/07 | 30 | ||||||
XXXXXX VS. WINTER |
Contract #: 5017572 - 0 / 99925 - 1
Exhibit A
Production Number | Titles | Release Year | Length | Start Date | End Date | License Fee Per Film | No. of Runs | |
WATER TO DUCKS/ANIMAL | 06/07 | 30 | ||||||
MAGNETISM ZEROS TO | 06/07 | 30 | ||||||
DONUTS/CURIOUS...,STAIN | ||||||||
REMOVER ZOO NIGHT/XXXXXXX | 06/07 | 30 | ||||||
ESCAPES | ||||||||
26-episodes | LAND BEFORE TIME, THE #01 (2006/07) | $6,500.00 | ||||||
AMAZING THREEHORN GIRL, | 06/07 | 30 | ||||||
THE BIG LONGNECK TEST, THE | 06/07 | 30 | ||||||
BRAVE LONGNECK SCHEME, THE | 06/07 | 00 | ||||||
XXXXXX XXXXXX | 06/07 | 30 | ||||||
CELEBRATION, THE CANYON OF SHINY STONES, | 06/07 | 30 | ||||||
THE | ||||||||
CAVE OF MANY VOICES, THE | 06/07 | 30 | ||||||
DAYS OF RISING WATERS, | 06/07 | 30 | ||||||
THE ESCAPE FROM THE | 06/07 | 30 | ||||||
MYSTERIOUS BEYOND | ||||||||
FORBIDDEN FRIENDSHIP, THE | 06/07 | 30 | ||||||
GREAT EGG ADVENTURE, | 06/07 | 30 | ||||||
THE GREAT LOG RUNNING GAME, | 06/07 | 30 | ||||||
THE | ||||||||
HERMIT OF BLACKROCK, THE | 06/07 | 30 | ||||||
HIDDEN CANYON, THE | 06/07 | 30 | ||||||
LEGEND OF THE STORY | 06/07 | 30 | ||||||
SPEAKERS, THE | ||||||||
LONE DINOSAUR RETURNS, THE | 06/07 | 30 | ||||||
LONELY JOURNEY, THE | 06/07 | 30 | ||||||
MARCH OF THE SAND | 06/07 | 30 | ||||||
CREEPERS MEADOW OF JUMPING | 06/07 | 30 | ||||||
WATERS, THE | ||||||||
MISSING FAST WATER ADVENTURE, THE | 06/07 | 30 | ||||||
MYSTERIOUS TOOTH CRISIS, | 06/07 | 30 | ||||||
THE RETURN TO HANGING ROCK | 06/07 | 30 | ||||||
SEARCH FOR THE SKY COLOR STONES | 06/07 | 30 | ||||||
SPOOKY NIGHTTIME | 06/07 | 30 | ||||||
ADVENTURE, THE STAR DAY CELEBRATION, | 06/07 | 30 | ||||||
THE | ||||||||
STRANGER FROM THE MYSTERIOUS ABOVE | 06/07 | 30 | ||||||
THROUGH THE EYES OF A | 06/07 | 30 | ||||||
SPIKETAIL | ||||||||
8-episodes | SLAP, THE #01 (2014/15) | $28,000.00 |
Contract #: 5017572 - 0 / 99925 - 1
Exhibit A
Production Number | Titles | Release Year | Length | Start Date | End Date | License Fee Per Film | No. of Runs | |
AISHA | 14/15 | 60 | ||||||
ANOUK | 14/15 | 60 | ||||||
XXXXXX | 14/15 | 60 | ||||||
XXXXX | 14/15 | 60 | ||||||
XXXXXX | 14/15 | 60 | ||||||
MANOLIS | 14/15 | 60 | ||||||
XXXXXXX | 14/15 | 60 | ||||||
XXXXX | 14/15 | 60 | ||||||
Total: | $42,000.00 |
ZM2008929
Contract #: 5017572-0 / 99925-0/1