Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: TVF Ltd.
000 Xxxx Xxxx Xxxxxx XX0X 0XX Xxxxx Xxxxxxxx
Zastúpená: Xxxx Xxxxxxxxx a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Xxxxxx Xxxx
Generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: dokumentárny seriál 120 x 26´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky, od 1.2.2017 do 31.10.2020
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - dabing
Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 72 hod.
Vysielacie práva: exkluzívne Free TV terestriálne práva neexkluzívne simultánne šírenie káblovou a satelitnou retransmisiou
Licenčný poplatok: 36.000,- EUR
Splatnosť licencie: 1.splátka licenčného poplatku 19.200,-EUR po dodaní materiálov k sériám 1-5 zmluvy k 31.1.2017
2.splátka licenčného poplatku 16.800,-EUR
po dodaní materiálov k sériám 6-9 k 31.3.2017
Podmienky dodania materiálu:
Technické náklady za materiál:
po podpise licenčnej zmluvy séria 1-5 najneskôr k 15.1.2017
séria 6-9 najneskôr k 15.3.2017
4.100,- EUR
(cca 35,- EUR /eps)
Technické parametre materiálu:
Pristup k jazykovej verzií:
Material bude dodaný cez ftp obraz vo formáte HD 16:9 podľa
technickej špecifikácie RTVS, original dialógové listiny.
Prístup k jazykovej verzie za úhradu 50% dabingových nákladov RTVS
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
TVF Ltd.
Xxxx Xxxxxxxxx
doplnené v bode 20.
za RTVS Xxxxxx Xxxx
generálny riaditeľ
Memorandum of Agreement
ZM2012730
DATE: 21 November, 2016
CONTRACT No. 7668
Customer VAT number:
SK2023169973
Broadcaster: Jednotka and Dvojka
"LICENSOR" | "LICENSEE" |
Xxxxxxx Xxxxxx | Xxxxxx Xxxx, General Director |
TVF Ltd | Radio and Television of Slovakia (RTVS) |
000 Xxxx Xxxx | Xxxxxxx xxxxxx |
London EC1V 1NB | 845 45 Bratislava |
United Kingdom | Slovak Republic |
Background:
This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows:
Programme(s): Format: License Period: License Fee(s)
The World From Above - Series 1 (9 Episodes) [1-9] | 9 x 30' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 2,700.00 |
The World From Above - Series 2 (14 Episodes) [1-14] | 14 x 26' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 4,200.00 |
The World From Above - Series 3 (13 Episodes) [1-13] | 13 x 26' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 3,900.00 |
The World From Above - Series 4 (14 Episodes) [1-14] | 14 x 26' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 4,200.00 |
The World From Above - Series 5 (14 Episodes) [1-14] | 14 x 26' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 4,200.00 |
The World From Above - Series 6 (14 Episodes) [1-14] | 14 x 30' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 4,200.00 |
The World From Above - Series 7 (14 Episodes) [8-9, 1, 10-14, 2-7] | 14 x 26' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 4,200.00 |
The World From Above - Series 8 (14 Episodes) [1-14] | 14 x 30' | 01-May-2017 to 30-Apr-2020 | @ 300.00/ep. € Euro 4,200.00 |
The World From Above - Series 9 (14 Episodes) [1-14] | 14 x 30' | 01-Nov-2017 to 31-Oct-2020 | @ 300.00/ep. € Euro 4,200.00 |
Subtotal | (€ Euro) 36,000.00 | ||
Materials fee | (€ Euro) 4,100.00 | ||
TOTAL FEE: | (€ Euro) 40,100.00 | ||
Licensed Territory: Permitted Languages:
Slovak - Subtitled and Dubbed
Slovakia
Rights: | Exclusivity: | Holdbacks: | Transmissions: |
Free TV Rights: Free TV terrestrial, digital broadcasting | Exclusive | None | 2 runs with quick repeat within 72 hours |
Simulcast by Basic cable and satellite | Non-Exclusive | None |
Payment Schedule:
2) 47% (16,800 € Euro) for Series 6-9 due on delivery and acceptance of materials, but not later than 31-Mar-2017.
1) 53% (19,200 € Euro) for Series 1-5 due on delivery and acceptance of materials, but not later than 31-Xxx-2017.
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Materials Payment Terms: ZM2012730
100% of materials (4,100 € Euro) due on Signature of Agreement.
Invoice to be sent to:
Radio and Television of Slovakia Mlynska dolina
845 45 Bratislava Slovak Republic
APR HQ HD, CH1&2: Full Mix Stereo / CH3&4: MD&E, texted w/ elements, delivered via TVF's FTP server.
Licensor is obliged to deliver materials to the Licensee at the delivery address on or before the delivery date. Parties agreed on 15-Xxx-2017 as the date of delivery of materials of Series 1-5 and on 15-Mar-2017 as the date of delivery of Materials of Series 6-9.
All amounts payable to TVF Ltd Delivery Materials
Contact: Xxxxxxxx Xxxxxxxxx Email: xxxxxxxx.xxxxxxxxx@xxxx.xx
Delivery Materials to be sent to:
Radio and Television of Slovakia Mlynska dolina
845 45 Bratislava Slovak Republic
Contact: Xxxx Xxx Email: xxxx.xxx@xxxx.xx
Publicity Materials to be sent to:
Radio and Television of Slovakia Mlynska dolina
845 45 Bratislava Slovak Republic
Special Conditions:
Contact: Xxxx Xxx Email: xxxx.xxx@xxxx.xx
Licensor's access to the Slovak language versions produced by Licensee at its own costs is allowed upon payment of 50% production costs.
In compliance with §47 a) of the Act No. 40/1964 Collection Civil Code, as amended, and §5a) of Act No.211/2000 Coll. on free access to information and amendments and supplement to those acts (Freedom of Information Act) Radio and Television of Slovakia is obliged to publish this Contract via the Central Register of Contracts of the Government Office of Slovak Republic in its full wording.
The Schedule set out above and the Conditions of License constitute the whole of the agreement (hereinafter referred to as "the Agreement") between the parties. In the event of a conflict between the Schedule and the Conditions of License, the Schedule shall prevail.
This Agreement shall be subject to the laws of England and Wales.
As witness the hands of the parties or their duly authorized representatives
Signed: for and on behalf of Licensor Signed: for and on behalf of Licensee
TVF Ltd RADIO AND TELEVISION OF SLOVAKIA
by by
Xxxx Xxxxxxxxx Print Name:
Date: Date:
Printed 28/11/2016 16:00 00-00-00.RTV Slovakia World From Above 1-9 FINAL Page 2 of 2
TVF INTERNATIONAL - CONDITIONS OF LICENSE
1. DEFINITIONS
For the purpose of the Agreement the following terms shall be defined as follows:
1. DEFINITIONS 1.1) “Schedule”
The schedule of the terms as set out in the Programme Licensing Agreement, the provisions of which form part of this Agreement by reference hereto.
2. DEFINITIONS 1.2) “Authorized languages”
The language(s) set out in the Schedule for which the Licensee is acquiring the Rights.
3. DEFINITIONS 1.3) “Delivery”
Physical delivery of the Materials to the Licensee. “Delivery Address” and “Delivery Date” as set out in the Schedule.
4. DEFINITIONS 1.4) “Materials”
The materials set out in the Schedule.
5. DEFINITIONS 1.5) “Licence Fee”
The amount set out in the Schedule, payable by the Licensee to the Licensor in accordance with Clause 3.
6. DEFINITIONS 1.6) “Materials costs”
The amount set out in the Schedule, payable by the Licensee to the Licensor in accordance with Clause 3.
7. DEFINITIONS 1.7) “License Period”
The Period set out in the Schedule.
8. DEFINITIONS 1.8) “Rights”
The Rights as set out in the Schedule.
9. DEFINITIONS 1.9) “Programme(s)”
The Programme(s) as may be set out in the Schedule.
10. DEFINITIONS 1.10) “Royalty”
Such Royalty (if any) as maybe defined in the Schedule.
11. DEFINITIONS 1.11) “Territory”
The Territory as set out in the Schedule.
12 DEFINITIONS 1.12) Cinematic Rights Definitions
Cinematic means Theatrical, NonTheatrical and Public Video exploitation of a Motion Picture. Theatrical means exploitation of a Motion Picture Copy only for direct exhibition in conventional or drive-in theaters, licensed as such in the place where the exhibition occurs, that are open to the general public on a regularly scheduled basis and that charge an admission fee to view the Motion Picture. NonTheatrical means exploitation of a Motion Picture Copy only for direct exhibition before an audience by and at the facilities of either organizations not primarily engaged in the business of exhibiting Motion Pictures, such as in educational organizations, churches, restaurants, bars, clubs, trains, libraries, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities flying the flag of the licensed territory. NonTheatrical does not include Commercial Video, Public Video, Airline, Ship or Hotel exploitation.
13. DEFINITIONS 1.12) Cinematic Rights Definitions (continued)
Public Video means exploitation of a Motion Picture Copy embodied in a Videogram only for direct exhibition before an audience in a "mini-theater", an "MTV theater" or like establishment that charges an admission to use the viewing facility or to view the Videogram, and that is not licensed as a traditional motion picture theater in the place where the viewing occurs.
14. DEFINITIONS 1.13) PayPerView Rights Definitions
PayPerView means NonResidential PayPerView, Residential PayPerView and Demand View exploitation of a Motion Picture. PayPerView does not include any form of Pay TV or Free TV, nor any form of making the Picture available over the Internet. Residential PayPerView means the broadcast of a Motion Picture Copy by means of an encoded signal for television reception in homes or similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the broadcast of the Motion Picture at a time designated by the broadcaster for each viewing.
NonResidential PayPerView means the broadcast of a Motion Picture Copy by means of an encoded signal for television reception in hotels or similar temporary living places where a charge is made to the viewer for the right to use a decoding device to view the broadcast of the Motion Picture at a time designated by the broadcaster for each viewing.
Demand View means the transmission of a Motion Picture Copy by means of an encoded signal for television reception in homes and similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the Motion Picture at a time selected by the viewer for each viewing.
VOD means Video-On-Demand.
Video-on-Demand means the same as Demand View.
15. DEFINITIONS 1.13) PayPerView Rights Definitions (continued)
Near-Demand View means multiple regularly scheduled transmissions in a short time period of a Motion Picture Copy by means of an encoded signal for television reception in homes and similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the Motion Picture at one of the scheduled transmission times selected by the viewer for each viewing. Near Video-On-Demand means Near-Demand View.
NVOD means Near Video-On-Demand or Near-Demand View.
16. DEFINITIONS 1.14) Video Rights Definitions
Video means Home Video and Commercial Video exploitation of a Motion Picture, but does not include any form of making the Motion Picture available over the Internet.
Home Video means Home Video Rental and Home Video SellThru exploitation of a Motion Picture. Home Video Rental means exploitation of a Videogram embodying a Motion Picture that is rented to the viewer only for non-public viewing of the embodied Motion Picture in a linear form within a private living place where no admission fee is charged for such viewing. Home Video SellThru means exploitation of a Videogram embodying a Motion Picture that is sold to the viewer only for non-public viewing of the embodied Motion Picture in a linear form within a private living place where no admission fee is charged for such viewing.
17. DEFINITIONS 1.14) Video Rights Definitions (continued)
Commercial Video means direct linear exhibition before an audience of a Videogram embodying a Motion Picture at the facilities of either organizations not primarily engaged in the business of exhibiting Motion Pictures, such as in educational organizations, churches, restaurants, bars, clubs, trains, libraries, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities flying the flag of the licensed territory, but only to the extent that such exploitation is not otherwise utilized in the licensed Territory as a form of NonTheatrical exploitation. Commercial Video does not include NonTheatrical, Public Video, Airline, Ship or Hotel exploitation, nor any form of making the Picture available over the Internet.
18. DEFINITIONS 1.15) Video Use Definitions
Cassette means the same as VideoCassette. CD means a Compact Disc.
Compact Disc means a combined optical and electronic analog storage device designed to be used in conjunction with an electronic device that causes a Motion Picture to be visible on the screen of a computer monitor or television for private viewing in a substantially linear manner. A Compact Disc does not include any type of VideoDisc or DVD.
Disc means an electronic storage device designed to be used in conjunction with an electronic device or a computer that causes a Motion Picture to be visible on the screen of a television or computer monitor for private viewing in a substantially linear manner. A Disc includes a VideoDisc, Compact Disc or a DVD, but not a VideoCassette.
DVD means a digitally encoded electronic storage device that conforms to one of the following: (1) the DVD Specification for Read-Only Disc, version 1 (August 1996) or its successor , (2) the DVD Multi Specification for Read-Only Disc, version 1 (June 2001) or its successor, or (3) the HD DVD Specification for Read-Only Disc, version 1 (September 2005) or its successor, and that is designed for use in conjunction with an electronic device or computer in a way that causes a Motion Picture to be visible for private viewing on the screen of a computer monitor or television. DVD includes Digital Versatile Discs, High Definition DVDs, and related DVD enabled peripherals such as DVD-ROM devices and DVD-RAM devices, but does not include any type of Compact Disc or VideoDisc. Laser Disc is a type of VideoDisc.
19. DEFINITIONS 1.15) Video Use Definitions (continued
VCD means Video Compact Disc.
Video Compact Disc means a type of compressed analog VideoDisc designed to be used solely on a special purpose electronic device that is solely dedicated for private viewing of a Motion Picture on the screen of a television in a substantially linear manner. VideoCassette means a VHS or Beta cassette or comparable analog magnetic storage device designed to be used with a reproduction apparatus that causes a Motion Picture to be visible on a television screen for private viewing in a substantially linear manner. A VideoCassette does not include any type of VideoDisc or Compact Disc or DVD.
Videogram means any type of VideoCassette, Compact Disc, Disc, DVD or VideoDisc, but only to the extent use of the specific type of electronic storage device is authorized in the Agreement by the Parties. VideoDisc means a laser or capacitance disc or comparable analog optical or mechanical storage device designed to be used with a reproduction apparatus that causes a Motion Picture to be visible on a television screen for private viewing in a substantially linear manner. A VideoDisc does not include any type of Compact Disc or DVD.
20. DEFINITIONS 1.16) Ancillary Rights Definitions
Ancillary means Airline, Ship and Hotel exploitation of a Motion Picture.
Airline means exploitation of a Motion Picture Copy only for direct exhibition in airplanes that are operated by an airline flying the flag of any country in the licensed territory for which Airline exploitation is granted, but excluding airlines that are customarily licensed from a location outside the licensed territory or that are only serviced in but do not fly the flag of a country in the licensed territory. Ship means exploitation of a Motion Picture Copy only for direct exhibition in sea or ocean going vessels that are operated by a shipping line flying the flag of any country in the licensed territory for which Ship exploitation is granted, but excluding shipping lines that are customarily licensed from a location outside the licensed territory or that are only serviced in but do not fly the flag of a country in the licensed territory.
21. DEFINITIONS 1.16) Ancillary Rights Definitions (continued)
Hotel means exploitation of a Motion Picture Copy only for direct exhibition in temporary or permanent living places, such as hotels, motels, apartment complexes, co-operatives or condominium projects, by means of closed-circuit television systems where the telecast originates within or in the immediate vicinity of such living places.
22. DEFINITIONS 1.17) Pay TV Rights Definitions
Pay TV means Terrestrial Pay TV, Cable Pay TV and Satellite Pay TV exploitation of a Motion Picture. Pay TV does not include any form of PayPerView nor any form of making the Picture available over the Internet.
Terrestrial Pay TV means over-the-air broadcast of a Motion Picture Copy by means of encoded Hertzian waves for television reception where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that broadcasts the Motion Picture along with other programming; or
(ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Motion Picture and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
23. DEFINITIONS 1.17) Pay TV Rights Definitions (continued)
Cable Pay TV means an originating transmission of a Motion Picture Copy by means of an encoded signal over cable for television reception where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that transmits the Motion Picture along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Motion Picture and other programming and retransmit it throughout the temporary living place for viewing in private rooms. Pay-Cable TV means the same as Cable Pay TV.
Satellite Pay TV means the uplink broadcast of a Motion Picture Copy by means of an encoded signal to a satellite and its downlink broadcast to terrestrial satellite reception dishes for television viewing located in the immediate vicinity of the reception dishes where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that broadcasts the Motion Picture along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Motion Picture and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
24. DEFINITIONS 1.18) Free TV Rights Definitions
Free TV means Terrestrial Free TV, Cable Free TV, and Satellite Free TV exploitation of a Motion Picture. Free TV does not include any form of PayPerView, nor any form of making the Picture available over the Internet.
Terrestrial Free TV means over-the-air broadcast by Hertzian waves of a Motion Picture Copy for television reception in private living places without a charge to the viewer for the privilege of viewing the Motion Picture, provided that for this purpose government television assessments or taxes (but not a charge for PayPerView or Pay TV) will not be deemed a charge to the viewer.
Cable Free TV means the originating transmission by coaxial or fiber-optic cable of a Motion Picture Copy for television reception in private living places without a charge to the viewer for the privilege of viewing the Motion Picture, provided that for this purpose neither government television assessments or taxes nor the regular periodic service charges (but not a charge for PayPerView or Pay TV) paid by a subscriber to a cable television system will be deemed a charge to the viewer.
25. DEFINITIONS 1.18) Free TV Rights Definitions (continued)
Satellite Free TV means the uplink broadcast to a satellite and its downlink broadcast to terrestrial satellite reception dishes of a MotionPicture Copy for television viewing in private living places located in the immediate vicinity of a viewer’s reception dish without a charge to the viewer for the privilege of viewing the Motion Picture, provided that for this purpose government satellite dish or television assessments or taxes (but not a charge for PayPerView or Pay TV) will not be deemed a charge to the viewer.
26. DEFINITIONS 1.19) Interactive Multimedia (continued)
Interactive Multimedia Work means a Work consisting primarily of a presentation communicated to a user through the combination of two or more media of expression, whether textual, audio, pictorial, graphical or audiovisual, where a significant characteristic of the presentation is the ability of the user to manipulate the content of the presentation by means of a computing device in real time and in a nonlinear fashion.
Live Performance means performance of a Motion Picture or its Underlying Material by live players, whether by reading, performance, musico-dramatic rendition or pantomime, where the performance occurs directly before a live audience or is broadcast live and without prerecorded material directly to the public, but excluding performances less than fifteen (15) minutes in length done for the purpose of advertising or publicizing the Motion Picture.
27. DEFINITIONS 1.20) Internet Rights Definitions
Internet Rights means Internet Downloading or Internet Streaming exploitation of a Motion Picture. Internet Rights do not include any form of PayPerView, Video, Pay TV or Free TV exploitation of a Motion Picture. Internet Downloading means exploitation of a digital Motion Picture Copy by making it available on the World Wide Web portion of the Internet in a manner that allows its transmission to a Computer for making another exact digital copy of the Motion Picture Copy and retaining the new digital copy for use for more than a transient period of time after completion of the initial continuous period of transmission. Internet Downloading does not include any form of Internet Streaming.
Internet Streaming means exploitation of a digital Motion Picture Copy by making it available on the World Wide Web portion of the Internet in a manner that allows continuous viewing of the Motion Picture Copy on a Computer in a substantially linear form substantially simultaneously with the transmission of such Motion Picture Copy over the Internet but which does not allow making another digital copy except for a transient period of time necessary to facilitate such viewing. Internet Streaming does not include any form of Internet Downloading.
28. DEFINITIONS 1.20) Internet Rights Definitions (continued)
Internet Streaming/Downloading means exploitation of a digital Motion Picture Copy by making it available on the World Wide Web portion of the Internet for both Internet Downloading and Internet Streaming at substantially the same time.
29. DEFINITIONS 1.20) Internet Use Definitions
Advertiser Supported means making a Motion Picture Copy available on the World Wide Web portion of the Internet for accessing, downloading or streaming, by either: (i) including trailers, commercials or other advertising before, after, or within the continuity of the Motion Picture Copy; or (ii) including banners, logos, icons, text, hyper-text, meta-tags, symbols or other identifying information of a product or service or a supplier of such product or service provider on the same web page as the Motion Picture Copy or any of its elements or identifying information.
Limited Use means authorizing accessing, streaming or downloading, as applicable, of a Motion Picture Copy on the World Wide Web portion of the Internet by a user who is required to pay a separate fee to obtain a limited right to use a new digital copy of a Motion Picture Copy that may be accessed and viewed, but not further copied, subject to express limitations as to either the number of accesses or viewings, the period of access or viewing, or both (e.g. unlimited viewing for x days, or x viewings maximum, or x viewings within y days).
30. DEFINITIONS 1.20) Internet Use Definitions (continued)
Permanent Use means authorizing downloading of a Motion Picture Copy on the World Wide Web portion of the Internet by a user who is required to pay a separate fee to obtain ownership of new digital copy of the Motion Picture Copy which new copy may be used and viewed, but not further copied, without express limitations as to the number of uses and viewings and the time period of so doing. Single Use means authorizing accessing, streaming or downloading, as applicable, of a Motion Picture Copy on the World Wide Web portion of the Internet by a user who is required to pay a separate fee for each single act of accessing, streaming or downloading the Motion Picture Copy in whole or in part.
Subscription Use means authorizing accessing, streaming or downloading, as applicable, of a Motion Picture Copy on the World Wide Web portion of the Internet by a user who is required to pay a set fee for a specified period to access, stream or download, as applicable, the embodied Motion Picture along with other Motion Pictures available in the same manner on the same web site.
31. DEFINITIONS 1.22) Publishing
Publishing means exploitation of hard cover or soft cover printed publications of a novelization of a Motion Picture or artwork, logos or photographic stills created for use in the Motion Picture that are included in such novelization.
32. DEFINITIONS 1.23) Other Rights Definitions
Compact Disc Interactive when used as a Right is a type of Interactive Multimedia Right and when used to describe a Work is a type of Interactive Multimedia Work.
CDI means the same as Compact Disc Interactive.
Dubbed means a Version of the Motion Picture in which the voices of performers on the original soundtrack are replaced with the voices of other performers speaking dialogue in an Authorized Language.
Mail Order means Home Video SellThru exploitation in which the sale occurs by placing an order for and receiving delivery of the Videogram through use of the postal service or other shipping service and not at a retail establishment. Ordering a Videogram over the telephone or through the Internet is not Mail Order.
33. DEFINITIONS 1.23) Other Rights Definitions (continued)
Parallel Tracked means embodying a Copy of the Original Language Version of the Picture in a Compact Disc or DVD that also contains a Dubbed or Subtitled Version of the Picture in the Authorized Language Uses. Subtitled means a Version of the Picture in which a translation of the original dialogue appears on the bottom of the screen.
34. GRANT OF RIGHTS 2.1
The Licensor hereby grants to the Licensee the sole and exclusive right within the Territory in the Authorized Languages upon the terms of the Agreement:
35. GRANT OF RIGHTS 2.1 a)
2.1.a. to exploit the Rights of the Programme(s) for commercial gain in the Territory during the Licence Period subject to such maximum number of transmissions as may be set out in the Schedule (save in the case of Home Video Exploitation).
36. GRANT OF RIGHTS 2.1 b)
2.1.b. during the Term (at the cost of the Licensee) to arrange for the Programme(s) to be viewed and passed by all censors and other like appropriate authorities and to be registered in the name of the Licensor where necessary for copyright or other purposes anywhere in the Territory;
37. GRANT OF RIGHTS 2.1 c)
2.1.c. See Clause 5.5.a, b and c
38. CONSIDERATION 3.1
In full consideration of the rights granted hereunder, the Licensee shall pay to the Licensor the Licence Fee in such installments and on such date as are set out in the Schedule, together with such Royalty as may be set out in the Schedule.
39. CONSIDERATION 3.2
All payments due to the Licensor under the Agreement shall be exclusive of any applicable taxes, which shall be paid in addition by the Licensee.
40. CONSIDERATION 3.3
The Licensee shall pay all amounts due to the Licensor under the Agreement in full and without any right to deduct or set off any amounts owed to it by the Licensor.
41. CONSIDERATION 3.4
The Licensee shall pay interest at the rate of two per cent above the base rate of NatWest Bank Plc on any payments not received by the Licensor on the due date set out in the Schedule.
42. CONSIDERATION 3.5
In respect of any Royalty payable by the Licensee, the Licensee shall deliver to the Licensor with each Royalty payment a statement detailing the number or units sold, the volume of sales and Royalty payable. The Licensee will report Royalties to the Licensor in a written report every half year. The Licensee agrees to keep accurate records and accounts relating to the exercise of its rights under the Agreement and the Licensor shall have the right no more than twice in any year to examine such records and accounts upon reasonable notice, at the Licensee’s place of business and during normal business hours. If such inspection reveals that the Licensee has underpaid Royalties by more than five per cent then the Licensee shall repay the cost of such inspection. The Licensee shall keep such records and accounts for at least two years after expiry or termination of the Agreement and shall permit inspection during this period.
43. LICENSOR’S WARRANTIES 4
The Licensor warrants and represents to the Licensee that:
44. LICENSOR’S WARRANTIES 4.1
The Licensor will furnish the Licensee with a music clearance cue sheet consisting of a list of titles, composers and publishers of music recorded as a part of any programme included in the Agreement and the duration of each music item therein. The Licensee acknowledges its responsibility for the payment of any music performing fees which may be payable to the organisation which has the right to collect such music performing rights within the territory specified.
45. LICENSOR’S WARRANTIES 4.2
It has the full right, power and authority to enter into the Agreement;
46. LICENSOR’S WARRANTIES 4.3
The Materials to be delivered to the Licensee and the rights therein granted to the Licensee are free from any liens, charges and encumbrances;
47. LICENSOR’S WARRANTIES 4.4
It is not aware of labour, trade union or other disputes concerning the Programmes(s) which would in any way affect the exploitation by the Licensee of its rights granted hereunder.
48. LICENSEE’S WARRANTIES 5
The Licensee warrants and represents to the Licensor that:
49. LICENSEE’S WARRANTIES 5.1
It has the full right, power and authority to enter into the Agreement;
50. LICENSEE’S WARRANTIES 5.2
It will make all payments due to the Licensor in accordance with the terms of the Agreement;
51. LICENSEE’S WARRANTIES 5.3
It will use all reasonable endeavours to exploit the Programme(s) throughout the Territory and by means of all media licensed hereunder;
52. LICENSEE’S WARRANTIES 5.4
It will not exploit that Programme(s) or any part thereof in any manner other than as expressly permitted under the Agreement;
53. LICENSEE’S WARRANTIES 5.5
Editorial control
5.5.a The Licensee is authorised to make editorial amendments to the Programme(s) in order to comply with local censorship regulations and/or programme scheduling requirements but it shall not exercise this right unreasonably or unnecessarily and any editing or deletions other than those of a minor nature shall require the Licensor’s prior consent in writing. Such consent shall be deemed given if the Licensor fails to respond to the Licensee within five working days of receipt of a written request for the authorisation by the Licensor of editorial changes. For these purposes, “a minor nature” shall mean the editing or deletion of less than 10% of the running time of any one episode including credits.
5.5.b The Licensee shall not delete, or authorise its sub-licensees to delete, any credits as incorporated in materials comprised in the Programme Package neither shall it delete any part of the main or end titles of the Programme(s) or the copyright notice but failure to transmit credits or titles or the copyright notice due to unexpected lack of time failure of broadcast facilities and similar causes beyond its control shall not be deemed a breach of the Agreement.
54. LICENSEE’S WARRANTIES 5.5 (continued)
5.5.c Any proposed exploitation by the Licensee of Multimedia Rights or the creation of any other interactive version or enhanced television version of the Film shall be subject to the prior editorial and commercial approval of TVF International (attention: Managing Director of TVF International), such approval not to be unreasonably withheld or delayed, and which shall be deemed given if the Licensee receives no response from TVF International within 10 working days from its receipt of a written request from the Licensee for such approval
5.5.d The Licensee shall ensure that its contracts with its sub-licensees impose obligations equivalent to those in Clause 5.5.a, b, and c above.
55. LICENSEE’S WARRANTIES 5.6
It will not make any representation or give any warranty on behalf of the Licensor nor pledge the credit of the Licensor;
56. LICENSEE’S WARRANTIES 5.7
In the case of transmissions of the Programme(s) by Cable Television or Satellite Television, it shall procure that such transmissions are encrypted and that no equipment or device necessary to receive or decode such transmissions shall be made available to any person for use outside the Territory;
57. LICENSEE’S WARRANTIES 5.8
If the Licensee makes a dubbed or sub-titled version of the Programme(s) in any Authorised Language, then it shall execute all documents and all acts necessary to assign all rights in any such rights in any such version to the Licensor upon request from the Licensor to this effect and shall not do anything inconsistent with the Licensor’s ownership of all rights in any such version (save as licensed to the Licensee hereunder);
58. LICENSEE’S WARRANTIES 5.9
If the Master Tape is provided on loan then it remains the property of the Licensor. It must be returned by the Master Return Date, as defined in the terms of this Agreement. If the Master Tape is lost or is otherwise not returned by the Master Return Date, or the Master does not pass a Quality Assurance test on its return, the Licensor shall be entitled to invoice the Licensee for the full cost of reproducing the Master Tape, and such an invoice shall become payable by the Licensee within 30 days of the date on the invoice.
59. LICENSEE’S WARRANTIES 5.10
It indemnifies and will keep the Licensor indemnified against all losses, damages, costs, and expenses arising out of any breach by the Licensee of its obligations, warranties or undertakings herein.
60. LICENSEE’S WARRANTIES 5.11
The Licensee shall be entitled to advertise and publicise across all media the title of the programme and the names and photographs of the artists, producer and director solely for the purpose of promoting the Programme.
61. LICENSEE’S WARRANTIES 5.12
The Licensee shall enter good faith negotiations for renewing the License Period prior to the expiry date of the License Period.
62. DELIVERY 6.1
The Licensor shall deliver the Materials to the Licensee at the Delivery Address on or before the Delivery Date in exchange for payment by the Licensee of any sums due to the Licensor on Delivery. If any payments due to the Licensor prior to Delivery have not been made by the Licensee, the Licensor shall be entitled to delay Delivery of the Materials until after it has received such payments.
63. DELIVERY 6.2
Acceptance of Materials shall take place when the Licensee has taken Delivery of the Materials and if those Materials fulfill the obligation of the Licensor as set out in the Agreement . If the Licensee does not provide the Licensor with written notice within twenty-eight (28) days of the Delivery Date informing the Licensor that the Materials are technically unsuitable for the exercise of the rights granted hereunder, together with valid reasons for this, then acceptance will be deemed to have taken place twenty-eight (28) days after the Delivery Date.
64. DELIVERY 6.3
If the Licensee makes a dubbed or sub-titled version of the Programme(s) in any Authorised Language, then the Licensee shall notify the Licensor to the effect and provide the Licensor (at the Licensor’s cost) within seven (7) days after the receipt of a request from the Licensor with a master copy of such version technically suitable for exploitation by the Licensor in all media and territories other than the media and Territory licensed hereunder.
65. DELIVERY 6.4
Upon expiry of the Licence Period or termination of this Agreement for whatever reason, the Licensee will (at the Licensor’s option) either return all Materials to the Licensor at the Licensor’s cost or destroy all Materials and provide the Licensor with a certificate of destruction.
66. TERMINATION 7.1
Without prejudice to its other legal or equitable rights either party may terminate the Agreement forthwith by written notice to the other party in any of the following circumstances:
(a) if the other party hereto shall have failed, with (30) days after receiving notice requiring it to do so, to remedy any breach (if capable of remedy) of the Agreement ;
(b) if the other party hereof is in a material breach of the Agreement which breach is not capable of remedy;
67. TERMINATION 7.1 continued
(c) if the other party has a receiving order made against it or makes assignment for the benefit of its creditors or if a receiver or liquidator is appointed for all or substantially all of that other party’s assets who is not discharged within (30) days of the appointment or in the event that either party shall petition or consent to any relief under bankruptcy, receivership, liquidation, compromise, arrangement or statutes now in force or hereafter enacted.
68. TERMINATION 7.2
The Licensor may terminate the Agreement forthwith by written notice if the Licensee fails to make any two consecutive payments according to the payment terms of the Agreement.
69. FORCE MAJEURE 8
Notwithstanding anything contained in the Agreement , if total or partial performance hereof exercise of the rights shall be delayed or rendered impossible for either party by virtue of any reason whatsoever beyond its reasonable control then such non-performance shall be deemed not to constitute a breach of the Agreement and the License Period shall be extended by a period equal to the period of delay provided that either party may terminate the Agreement if the period of delay endures for three (3) months.
70. RESTRICTION OF ASSIGNMENT 9
The Agreement is personal to the Licensee and shall not be assigned or sub-licensed by the Licensee without the Licensor’s prior written consent save as may be expressly provided in the Schedule
71. HEADINGS 10
The headings in the Agreement have been
inserted for the convenience only and shall not affect its construction.
71. NOTICES 11
Any notice given under the provisions of the Agreement shall be in writing and shall be sent to the address of the party to be served as above written or such other address of which notice has previously been given to the other party. All notices shall be delivered by hand or sent by facsimile or by first class post. All notices shall be deemed to be have been received (until the contrary shall be proved) when delivered if delivered by hand, upon confirmation of successful transmission if sent by facsimile and seven days after posting if sent by first class post.
73. ENTIRE AGREEMENT 12
The Agreement (including the Schedule and the Conditions of License) sets forth the entire agreement between the parties with respect to the subject matter hereof and no oral representations warranties or premises shall be implied as terms of the Agreement. Any amendment or variation hereto must be in writing and signed by both parties.
74. MISCELLANEOUS 13.1
No failure or delay by either party in exercising any right under the Agreement shall operate as a waiver thereof.
75. MISCELLANEOUS 13.2
The rights and remedies provided herein are cumulative to any rights and remedies available at law.
76. MISCELLANEOUS 13.3
Nothing in the Agreement shall be construed as constituting a partnership or joint venture between the parties.
77. MISCELLANEOUS 13.4
If any provision of the Agreement shall be declared illegal or unenforceable then such provision shall be deemed deleted from this Agreement and the remaining provisions shall continue in force.
78. INCONSISTENCY 14
Where the provisions of the Schedule are inconsistent with the provisions of the Agreement, the provisions of the Schedule shall prevail.
79. GOVERNING LAW 15
This Agreement shall be governed by and construed exclusively in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts.
80. CONFIDENTIALITY 16
No reference is to be made to the commercial terms of the Agreement (other than to professional advisors and directly related parties) without the prior written consent of the other party.