výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Beta Film GmbH Xxxxxxxxxx Xxx 00 x 00000 Xxxxxxxxxxx
VAT: DE 813543811
zastúpená: Xxx Xxxxx
generálny riaditeľ
SRN
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 3 x 90´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba – 5 rokov
Rozsah licenčnej doby bude stanovený neskôr – TBA
Licencia na územie: Povolený jazyk:
Slovenská republika
slovenský – dabing, komentár, titulky
Počet vysielaní: 5 vysielania s reprízou do 72 hodín
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/digitálne šírenie/ vrátane káblových rozvodov a satelitu
Licenčný poplatok: 100.000,- EUR
Splatnosť licencie: v dvoch splátkach:
1.splátka z celkovej sumy – 90.000,-EUR k 31.12.2015
2.splátka z celkovej sumy – 10.000,- EUR
k 1.12.2016
celková suma je predmetom 5% zrážkovej dane
Podmienky dodania materiálu:
Technické náklady za materiál:
materiál bude dodaný na HDD na zapožičanie na 6 týždňov od dátumu dodania
žiadne
Technické parametre materiálu: v súlade s technickou špecifikáciou RTVS
Dátum dodania materiálu:
Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za Beta Film GmbH
Xxx Xxxxx, generálny riaditeľ
po úhrade príslušnej splátky v závislosti stanovenia dátumu začiatku licenčnej doby.
upravený v bode zmluvy – Further Stipulations.
použitie jazykovej verzie vyrobenej na náklady RTVS možné za úhradu 50% výrobných nákladov
čast zmluvy Special Conditions
za Rozhlas a televíziu Slovenska Xxxxxx Xxxx, generálny riaditeľ
ZM2009404
November 16, 2015
TELEVISION LICENSE AGREEMENT
between Beta Film GmbH Xxxxxxxxxx Xxx 00 x 00000 Xxxxxxxxxxx Xxxxxxx
Registered in office Ismaning HRB 143 023 VAT ID nr DE 813543811
representative: Xxx Xxxxx, General Director
- hereinafter called "Licensor"
and ROZHLAS A TELEVÍZIA SLOVENSKA
Mlynská dolina 845 45 Bratislava
VAT ID nr SK2023169973
representative: Xxxxxx Xxxx, General Director
- hereinafter called "Licensee"
WHEREBY THE PARTIES AGREE AS FOLLOWS:
I
G R A N T O F R I G H T S :
Subject to the Special Conditions of the attached "Schedule" which is by this reference deemed incorporated in its entirety into this Agreement and the General Conditions hereinafter set forth and timely payment of the License Fee set out in the Schedule Licensor grants to Licensee and Licensee accepts the exclusive "Free and Pay Television transmission rights" (as defined in II.1) to the "Program" for the License Period, the number of runs, the License Territory, and further stipulations indicated in the Schedule. "Program" as used herein shall mean the total of programs prescribed in the Schedule whether a single motion picture or a series of pictures is concerned.
II
G E N E R A L C O N D I T I O N S
1. DEFINITION OF RIGHTS GRANTED
1.1 The Free Television transmission rights ("Free-TV rights") shall mean the exclusive right to transmit the Program over Free-TV stations in such version(s) and by such
transmission methods as set forth in the Schedule whereby the following definitions shall be applicable:
a) "Terrestrial Free-TV rights" shall mean the right to transmit unencrypted television signals carrying the Program by means of over-the-air VHF or UHF transmissions intended for and capable of reception by the public on a television receiver only in the Territory as defined in the Schedule.
b) "Cable Free-TV rights" shall mean the right to transmit unencrypted television signals carrying the Program by means of any cable system used for television transmissions intended for and capable of reception by the public on a television receiver only in the Territory as defined in the Schedule.
c) "Encrypted satellite to cable Free-TV rights" shall mean the right to transmit encrypted satellite television signals carrying the Program for decryption by cable operating services by means of any supplemental technical devices for unencrypted cable retransmission in the License Territory as defined in the Schedule.
d) "Encrypted direct-to-home satellite Free-TV rights" shall mean the right to transmit encrypted satellite television signals carrying the Program for direct decryption in private homes by means of any supplemental technical devices.
Regarding the transmission methods under c) and d) it is explicitly excluded and any failure to comply shall be deemed a material breach of this Agreement to make available or permit to make available any devices capable of decryption of the satellite signals carrying the Program outside the Territory as defined in the Schedule.
e) "Unencrypted satellite Free-TV rights" shall mean the right to transmit television signals carrying the Program in such dubbed language version(s) as set forth in the Schedule to a geostationary satellite whose broadcast reception area ("footprint") is located substantially within the Territory as defined in the Schedule intended for and capable of reception by the public on a television receiver only in said Territory. Any satellite broadcasts made or permitted by Licensee capable of reception by the public in territories other than those defined in the Schedule or parts thereof but intended for reception by the public in such territories shall be deemed a material breach of this Agreement and entitle Licensor to immediate termination hereof. For the purpose of this Agreement a satellite broadcast capable of reception by the public outside the Territory defined in the Schedule shall be deemed intended for reception by the public in such territories and therefore be unauthorized if
(i) the Program signals to be received carry or also carry language versions other than the licensed dubbed language version(s), or
(ii) the Program is interrupted by advertising spots promoting goods or services available in said territory in consideration of which Licensee realizes any proceeds, or
(iii) the Program signals are retransmitted by a cable or microwave system in said territory for reception by the public. However, the simultaneous relay of any broadcast of the Program outside the License Territory which is under the authority of international agreements and/or for which a system for making copyright payments to copyright holders through a collection agency exists
shall not be in breach of this Agreement. Any proceeds collected by such agencies are payable to Licensor.
1.2 The Pay Television transmission right ("Pay-TV right")
shall mean the right to transmit a schedule of programming carrying the Program in such version(s) and by such transmission methods as specified in the Schedule capable of decryption only by subscribers of the Pay TV service by means of any supplemental technical devices distributed to the subscribers under Licensee's or its sub-licensee's control in the Territory as defined in the Schedule and for the viewing of which an extra fee is charged to the subscribers. Not included is the right to retransmit or authorize others to retransmit the signals carrying the Program unencryptedly by terrestrial or cable systems. It is explicitly excluded and any failure to comply shall be deemed a material breach of this Agreement to make available or permit to make available any devices capable of decryption of signals carrying the Program outside the Territory as defined in the Schedule. The Pay-TV right does not include pay-per-view, (near-) video-on-demand, multi-plexing.
Licensee shall within 7 days after each transmission send to Licensor a statement setting forth the date, the day and hour, and the place of emanation of each telecast of the Program.
1.3 The advertising right,
shall mean the non-exclusive right to telecast excerpts from the Program for the purpose of program announcement, excerpts being limited to the following maximum length:
- 3' excerpts per 90' title or longer,
- 2' excerpts per one com. hour title
- and 1' excerpts per half com. hour title.
This includes the right to promote the Program in printed publications customary in the trade. Advertising of excerpts from the Program on the internet is expressly excluded.
1.4 All rights not expressly granted to Licensee under this Agreement are retained by the Licensor; in particular:
(a) The right to exploit the Program through all internet media now known or hereinafter invented;
(b) “Broadcaster New Media Rights”, i.e. the right from the scheduled transmission of the Productions until the expiry of a limited period (generally up to 30 days) from each transmission of the Program to use the Program (or part thereof) in any online, interactive television or other new media service including but not limited to by means of streaming video, “catch-up” rights and interactive television rights;
(c) any other kind of viewing on demand (television/video-on-demand) including online services where the Program will be made available at a viewing time selected by the viewer, especially by using a central video server or other apparatus by which the end user is authorized to receive the Productions by way of download of the Program (electronic sell-through or download-to- own) and to create and retain a burned permanent copy of the Program (download-to-burn);
(d) the right to transmit or make the Program available via networks such as UMTS or other transfer methods for reception over mobile telephones, any computer system or any devices other than home-type television sets.
1.5 All these rights and all other rights not expressly granted to Licensee under this contract (including but not limited to all video rights, the theatrical and non- theatrical rights) are retained by the Licensor.
2. MATERIAL
2.1 As soon as possible following the complete execution of this Agreement, if not otherwise indicated in the Schedule, Licensor shall deliver to Licensee at Licensee's expense the materials of the Program as described in the Schedule.
All costs of delivery and return of the material such as (but not limited to) transportation costs, handling charges, import duties, insurance fees and custom charges shall be paid by Licensee.
Licensee will be responsible for all defects, losses and damages which might occur to all prints/tapes/masters and other materials on route to and from Licensee and while same are in Licensee's possession, and Licensee will take out customary insurance which covers the said responsibility of Licensee.
2.2 Following receipt by Licensee of the material Licensee shall examine same to determine if it is physically suitable for exploitation according to this Agreement. If within 30 days of receipt thereof Licensee has not given written notice to Licensor of any defects, the material shall be deemed accepted. If Licensee does give such notice, Licensor shall at its sole discretion either i) remedy such default or ii) submit to Licensee a substitute program which is acceptable to Licensee or iii) delete the Program from this Agreement and reimburse Licensee any payments made with respect to the deleted program. All other rights and remedies Licensee may have under this Agreement, law or equity are hereby excluded.
2.3 The delivered material shall at all times remain the property of Licensor and Licensor shall also be entitled to the property rights in any prints/tapes/masters and other material of the Program produced by Licensee. Licensee shall not give third parties access to any material unless necessary for the exploitation according to this Agreement.
2.4 Upon expiration of the rights hereby granted Licensee shall at its own cost and at Licensor's choice either (i) deliver to Licensor or to another address given by Licensor all prints/tapes/masters and other material supplied by Licensor and/or produced by Licensee, or (ii) destroy the same and send to Licensor a certificate of such destruction, unless otherwise provided for in this Agreement.
3. COMPENSATION
3.1 In consideration of the rights granted to Licensee herein Licensee shall pay to Licensor the respective sums stipulated in the Schedule.
3.2 There shall be no deductions whatsoever from any payments made to Licensor under this Agreement on account of bank charges, withholding or remittance taxes, conversion taxes or for any other reason, it being the intent hereof that the License
Fee payable to Licensor under this Agreement shall be a net amount, free and clear of any tax, levy or charge whatsoever.
4. ADAPTATION AND LANGUAGE VERSION
4.1 Licensee shall exploit the Program in its entirety in the form delivered by Licensor and shall not change the title of the Program, cut, edit, excerpt, add to, delete from, and/or otherwise change the Program (including credits) or its physical shape or format or the masters etc. other than expressly allowed under the present Agreement, and Licensee shall not include any other motion pictures in whole or in part or other material without Licensor's prior written consent which may not be unreasonably withheld, in case of censorship requirements provided that Licensee submits to Licensor the applicable regulations and laws.
4.2 Different from sec. 4.1 Licensee shall have the right to insert or authorize the insertion of commercial announcement material during breaks in the Free-TV broadcast of the Program.
4.3 Unless otherwise set forth in the Schedule, the television transmission rights granted to Licensee herein are limited to the dubbed/subtitled/voice-over version(s) (as specified in the Schedule) of the Program ("foreign language version") to be produced by Licensee at its own costs and expense, whereby it is agreed as follows:
(a) Licensee undertakes to produce a foreign language version of excellent quality that will meet the technical requirements of the television stations in the Territory.
(b) Licensee shall not alter, add to or delete the music (including any songs) accompanying the Program in the course of making any foreign language version.
(c) All rights of exhibition, distribution, marketing, economic use, translation and adaptation in and to such foreign language version made by Licensee shall vest in the Licensor upon creation thereof without any limitations as to content, time and place, subject only to the right of Licensee to use such version to the extent provided herein, and Licensee will make its agreements with all persons connected with such dubbing, subtitling or voice-over or parts thereof in such manner that any rights such persons may possess are assigned and transferred to Licensor and fully paid for, so that Licensor may make free and unencumbered use of such version in any media, anywhere and at any time without obligation of any payment to any party, subject only to Licensee's limited license stipulated herein.
(d) Licensor shall have free access to any foreign language version immediately upon production thereof.
5. REPRESENTATIONS - WARRANTIES
5.1 Licensor represents and warrants to Licensee that:
a) it has the full right, power and authority to enter into and to perform this Agreement and has not entered into any agreement of any kind which may interfere with the performance of this Agreement;
b) it owns and controls the sole and exclusive right to exploit the Program within the License Territory for the full License Period of this Agreement and has the right to grant the license hereunder;
However, the rights herewith granted do not cover the permission of copyright collecting societies, if such permission must be obtained for the exploitation of the Program under this Agreement in the License Territory. It is Licensee's sole responsibility to negotiate with the collecting societies and to pay any and all royalties due them.
5.2 Licensee represents and warrants to Licensor that:
a) it has full authority and capacity to execute this Agreement and full legal and financial ability to perform all of its obligations under this Agreement;
b) it will honour all restrictions on the exercise of the Rights Granted and will only exploit the television transmission rights to the Program licensed to Licensee in accordance with this Agreement, in particular not outside the License Territory or after expiry of the License Period.
c) it will immediately upon knowledge or suspicion of any unauthorized exploitation of the Program in the Territory (piracy) inform Licensor thereof, and it will, in consultation with Licensor and/or at Licensor's request, take such measures and institute such legal action as may be necessary to prevent and/or pursue such piracy.
5.3 Should it turn out that rights and/or (faultless) materials under this Agreement are not available in whole or in part and in the event that Licensee thereby be impeded in the exploitation intended in this Agreement, Licensor shall with regard to the title concerned at its absolute discretion either provide Licensee with an equivalent replacement (e.g. substitute program acceptable to Licensee, if available; extension of the license period, if possible, by a period of time equal in length to that during which Licensee was impeded etc.), or appropriately reduce the License Fee, or terminate this Agreement with the consequence that those rights not yet exercised as well as the material delivered and produced by Licensee be returned and the License Fee which was already rendered be reimbursed in full respectively in the adequate amount in consideration of the rights already exercised. All other rights and remedies Licensee may have under this Agreement, law or equity are excluded.
6. BREACH OF THE AGREEMENT
6.1 In the event of Licensee's failure to make punctual payment according to this Agreement and, if such failure has not been rectified within 15 days after the date which the Licensor provided Licensee with written notice of such as required herein, all outstanding monies owed by Licensee shall become immediately due and payable to Licensor. All overdue monies shall bear interest calculated at the rate ruled by the German Laws applicable on the date such monies are due.
6.2 In addition to sec. 6.1 and to any other rights and remedies at law and equity Licensor may, by giving written notice to Licensee terminate this Agreement and the license granted hereunder, if:
a) Licensee has failed to make payments punctually as required under this Agreement or has committed another breach of its obligations under this Agreement, unless such breach has been cured within 15 days upon Licensor's respective written notice, or
b) Licensee goes into voluntary or involuntary liquidation, or is declared insolvent either in bankruptcy or other legal proceedings (whereby it is understood that Licensor may terminate upon opening of any such proceeding), or an agreement with creditors has been negotiated or reached by Licensee due to its failure or inability to pay its debts as they fall due, or a receiver is appointed over the whole or part of Licensee's business, or Licensee actually discontinues its business. Upon occurrence of anyone of these events this Agreement shall automatically terminate without Licensor's declaration if and as far as legally possible.
c) Licensee undertakes to assign and/or sublicense this Agreement and/or any of the rights contained herein in whole or in part to any third party without Licensor’s prior written consent.
6.3 In the case of any such termination according to sec. 6.2 all rights granted to Licensee under this Agreement shall automatically revert to Licensor, and all monies paid to Licensor by Licensee shall remain Licensor's property. Licensee shall be liable for all damages Licensor may suffer for reason of the termination of this Agreement.
Any material in Licensee's possession shall be delivered to Licensor not later than one (1) week after the termination as herein provided.
7. MISCELLANEOUS
7.1 Licensee may not assign and/or sublicense this Agreement or any of the rights contained herein in whole or in part to any third person without the prior written consent of Licensor.
7.2 Licensor and Licensee shall not publicly divulge or announce nor in any manner disclose to any third party this Agreement and/or any terms thereof without the prior consent of the other party.
7.3 If any part of this Agreement is or becomes invalid the unaffected portions of the Agreement remain valid. The invalid provision(s) is to be replaced by such a provision which is suitable to obtain the intended economic purpose of this Agreement safeguarding the positions of interest of the contracting parties.
7.4 This Agreement may not be changed modified, or amended excerpt by a written agreement signed by both parties to obtain legal force.
7.5 This Agreement shall be construed and interpreted in accordance with the laws of the Federal Republic of Germany and the appropriate courts of Munich shall have jurisdiction. Notwithstanding the foregoing, Licensor is also free to bring legal action against the Licensee at Licensee's main place of business in which event the Agreement shall be deemed to be construed under the laws of such country.
Oberhaching,
BetaFilm GmbH ROZHLAS A TELEVÍZIA SLOVENSKA
S C H E D U L E
attached to the Television License Agreement between BetaFilm GmbH and ROZHLAS A TELEVÍZIA SLOVENSKA dated November 16,2015
Program (title, length):
A 055 50456 0000 Winnetou miniseries – 3 x 90’
License Territory:
Slovakia in its present political boundaries
License Period:
TBA – 5 years after material delivery
or expiring upon completion of the last permitted telecast (per title), whichever occurs earlier.
Rights granted:
Free-TV rights by means of terrestrial television cable television
encrypted satellite to cable television encrypted direct-to-home satellite television unencrpyted satellite television
others: …………………………
Internet rights are expressly excluded.
Broadcaster:
Channel 1 – Jednotka, Channel 2 - Dvojka
Number of runs:
- 5 ( five) Free-TV runs, each with a repetition within 72 hours
Licensee guarantees that respective titles will not be transmitted more than 10 times on the same territory, i.e. there will not be overspills.
Language version:
Slovak dubbing – to be produced by Licensee
Material:
file delivery: on HDD on loan for re-recording to be returned postage prepaid within six (6) weeks after receipt;
at laboratory cost, payable : in possession of Licensee:
free of charge, if available:
- dialogue lists in ............
- synopses in ................
- stills/slides, on loan,
- music cue sheets.
License Fee:
100.000,- EUR
(in words: one hundred thousand)
Payable:
- 90.000,- EUR by end of December 31st 2015
- 10.000, - EUR after receiving all materials but on December 1st 2016 the latest
Licensor’s Bank Details: XXXXXXXXXX
Account no. XXXXXX Bank Code: XXXXXX Swift-Code: XXXXXX IBAN: XXXXXX
Further Stipulations:
Special credits in headlines as amended: in association with RTVS or in Zusammenarbeit mit RTVS
Government Withholding Tax:
In accordance with Double Taxation Convention between Slovakia and Germany Licensee has the right to deduct withholding tax from the payment of license fee but maximum in the height of 5% of the invoiced amount.
Having applied this right Licensee is obliged to provide Licensor with Government Withholding Tax Certificate within the period of 60 days after the payment is realized.
Language version:
ZM2009404
Licensee has the right and obligation to produce Slovak dubbing version of this production according to §4 mentioned in General Conditions. Parties agree that the Licensor may have the exclusive right to acquire and/or use the Language version upon payment following negotiations in good faith but at a maximum of 50% of the costs originally incurred by Licensee in creating the Language version.
Should a third party request access to such language version created by Licensee, Licensee agrees to honour such access upon Licensor’s prior approval only.
Report:
Latest 7 days after exploitation of each episode will Licensee inform Licensor about time slot, day, ratings of the respective title (episode) in written.
Licensor shall be entitled to assign the right to receive payment of the License Fee to any third party (but Licensor shall remain primarily liable for its obligations under this Agreement). Furthermore, Licensor shall not be entitled to assign this Agreement to any third party - also by way of assumption of all rights and obligations under this Agreement by such third party without Licensee's prior written consent except for the following (i) in connection with any merger, consolidation or other reorganization of Licensor, (ii) ii) the sale of all or substantially all the assets and/or equity of Licensor or (ii) in connection with a transfer of rights and/or duties by Licensor to any wholly or partially owned subsidiary, any corporation under common ownership with Licensee or any parent organization or affiliated entity, etc.
Special Conditions:
The General Conditions attached hereto form an integral part of the present Agreement. In the event any provision of the Schedule is contrary to the General Conditions the Schedule shall prevail.
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended a § 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.
Oberhaching,
BetaFilm GmbH ROZHLAS A TELEVÍZIA SLOVENSKA