výpis zo zmluvy)

Licenčná zmluva na nákup licenčných práv programov

(výpis zo zmluvy)

Zmluvní partneri: OFF THE FENCE B.V. Xxxxxxxxxxx 000-000

1015 BE Amsterdam Holandsko

zastúpená: Xxxxx Xxxxxxxxx VAT: NL803070780B01

a

Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava

IČO: 47 232 480

IČ DPH: SK2023169973

zastúpená: PhDr. Xxxxxxxx Xxxxxx

generálny riaditeľ

zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B

Programy: dokumentárne programy v celkovom objeme cca 25 hodín

Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka

Trvanie zmluvy: Licenčná doba na 3 roky,

rozsah licencií od 1.4.2020 do 31.8.2023

Licencia na územie: Povolený jazyk:

Slovenská republika slovenský - komentár

Počet vysielaní: 3 vysielania – každé vysielanie vrátane reprízy do 48 hod.

Vysielacie práva: exkluzívne terestriálne – Free TV práva anológové a digitálne vysielanie vrátanie simultánneho šírenia prostredníctvom basic cable a satelit.

Licenčný poplatok: 16.600,- EUR

Celková sumy je predmetom 5% zrážkovej dane

Splatnosť licencie: Splátka 8.300,-EUR z celkovej sumy po

podpise licenčnej zmluvy a pred dodaním materiálov najneskôr k 15.3.2020

splátka 8.300,-EUR z celkovej sumy po dodaní materiálov najneskôr k 30.6.2020

Podmienky dodania materiálu:

Technické náklady za materiál:

po úhrade prvej splátky a úhrade nákladov za materiál.

1.900,- EUR

úhrada po podpise zmluvy pred dodaním

Technické parametre materiálu: Material bude dodaný digitálne vo formáte

Pro Res HD 50i vrátane separátnej hudobnej a ruchovej stopy, verzie bez titulkov.

Dátum dodania materiálu:

Prístup k jazykovým verziám:

Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:

za OFF DE FENCE B.V.

Xxxxx Windemuth Xxxxxx Wiebers

po podpise zmluvy a úhrade platby vo výške 50% celkovej sumy za licenciu a 100% za materiál.

Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% výrobných nákladov RTVS

doplnené v bode Q, Special conditions

za RTVS Xxxxxxxx Xxxxxx

generálny riaditeľ RTVS

LICENSE AGREEMENT No. 490451

EFFECTIVE DATE: 12 February 2020

LICENSOR: Off The Fence B.V. for and on behalf of the rights holder(s) (hereinafter known as “Licensor”)

Xxxxxxxxxxx 000-000

1015 BE Amsterdam The Netherlands

VAT: NL803070780B01

Represented by: Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx Tel: x00-00-0000-000

LICENSEE: Radio and Television Slovakia – RTVS (hereinafter known as “Licensee”)

Mlynska dolina 84545 Bratislava Slovakia

VAT: SK 2023169973

Represented by: Xxxxxxxx XXXXXX, General Director Tel: x000 0 0000 0000

IN CONSIDERATION of the Total License Fee set out herein and the terms and conditions hereunder mutually agreed upon, Licensor grants to Licensee the right and license to exhibit and otherwise exploit the Program(s) on the Licensed Channel(s)/Service(s) in the Territory, Authorized Language(s) and Licensed Media Rights in accordance with the specific terms and conditions as set out hereafter ("Specific Terms and Conditions") and the Standard Terms and Conditions, comprised of Schedules I & II, attached hereto. The Specific Terms and Conditions and the Standard Terms and Conditions are collectively referred to as the Agreement. In the event of a conflict between any of the terms contained in the Specific Terms and Conditions and the Standard Terms and Conditions, the terms in the Specific Terms and Conditions shall prevail. All capitalized words used within the Specific Terms and Conditions shall have their respective meanings as set out in the Standard Terms and Conditions, unless otherwise defined herein.

SPECIFIC TERMS AND CONDITIONS

A. "Term"

Commencing on the Effective Date and continuing through 31 March 2023.

B. "Program(s)"

Program Title	# of Episodes	Commercial Length per Episode in minutes	# of Hours per Program
Britain In Colour*	3	60’	3
Xxxxxx’x Last Stand	4	60’	4
Jaguarland*	1	60’	1
Legendary Megastructures	3	60’	3
Sacred Sites (Series 1)*	5	60’	5
Sacred Sites (Series 2)*	6	60’	6
Sacred Sites: Ireland (Series 1)*	1	60’	1

Seasons In The Wild

60’

*SNI Program(s), Paragraph Q. 1. “Special Conditions” shall apply

C. "Territory"

Slovakia.

D. "Authorized Language(s)"

Xxxxxxxxx dubbed, voiced-over and/or subtitled with original language version.

E. "Licensed Media Rights"

Exhibition/Exploitation rights via the following subcategories of Licensed Media Rights only, as defined in Schedule II attached hereto:

- Free Analogue Television (“FANTV”)

- Free Digital Television (“FDTV”)

-catch up rights within 7 days after the premiere broadcasting of each title via xxx.xxxx.xx

For the avoidance of doubt and without limitation, all rights not explicitly licensed to Licensee are hereby reserved by Licensor.

F. "Licensed Channel(s)/Service(s)"

Exhibition on the channel/service fully owned and/or controlled by Licensee (“Licensed Channel(s)/Service(s)”): Dvojka & Jednotka

There shall be no material changes to such Licensed Channel(s)/Service(s) such as name, packaging, extra channels, multiplexing, or means/manner of delivery, without prior written approval from the Licensor during the Term.

For the avoidance of doubt, where applicable, Licensee shall ensure that the Licensed Channel(s)/Service(s) shall be bound by the terms and conditions of this Agreement. In this manner, Licensee ensures that the Licensed Channel(s)/Service(s) shall be adequately informed and that it shall fully comply with any provisions in this Agreement which specifically pertain to the transmission and/or exploitation of the Program(s), including but not limited to Clause 2, 3, 4, 7, 9, 10, 11, 14 Schedule I attached hereto.

G. "Licensed Number of Runs"

Licensee’s maximum allowable number of runs/exhibitions of the Program(s) (“Licensed Number of Runs”) is 3 runs including 1 (one) repeat within 48 hours. The Licensed Number of Runs shall be exploited by Licensee solely on the Licensed Channel(s)/Service(s), during the License Period(s), in the Territory, Authorized Language(s), and Licensed Media Rights as granted herein to Licensee.

Licensee shall promptly notify Licensor of its full exploitation of the Licensed Number of Runs.

H. "License Period(s)"

For the Program(s) ‘Sacred Sites (Series 1)’, ‘Sacred Sites (Series 2)’ and ‘Sacred Sites: Ireland (Series 1)’:

License Start Date: 1 September 2020

License End Date: 31 August 2023

For the remainder of Program(s):

License Start Date: 1 April 2020

License End Date: 31 March 2023

Notwithstanding anything to the contrary herein, the License Period(s) shall automatically expire on the earlier of the full exploitation of the Licensed Number of Runs or the License End Date.

I. "Exclusivity"

EXCLUSIVE: Licensor warrants that the license for the exhibition and exploitation of the Program(s) is

on an exclusive basis during the License Period(s), in the Territory, Authorized Language(s), and Licensed Media Rights as granted herein by the Licensor.

J. "License Fee"

Total License Fee: EUR 16.600,00 (sixteen thousand six hundred Euro).

Subject to clause 5d of Schedule I of the Standard Terms and Conditions attached hereto, if required by relevant tax treaties, Licensee shall be entitled to deduct withholding tax from the License Fee at the applicable rate (5% withholding tax)

K. "License Fee Payment Terms"

Licensee agrees to pay Licensor the Total License Fee as follows:

Payment 1: 50%, i.e. 8.300,00 (eight thousand three hundred Euro) due upon signature of this Agreement and in no event later than 15 March 2020;

Payment 2: 50%, i.e. 8.300,00 (eight thousand three hundred Euro) due upon delivery and technical acceptance of the Delivery Materials, but in no event later than 30 June 2020.

Notwithstanding anything to the contrary herein, Licensee shall in no event be entitled to withhold any payments on a pro rata basis due to a situation as described in Clause 6.a) Schedule I attached hereto, in regards to any or each Delivery Materials that is delivered and/or (deemed) accepted.

L. "Materials Charge"

Total Material Cost (EUR 149,- per hour): EUR 3.725,00

Total Materials Charge (Licensee’s Materials Cost Contribution): EUR 1.900,00

M. “Materials Charge Payment Terms”

Licensee agrees to pay Licensor the Total Materials Charge as follows:

100%, i.e. EUR 1.900,00 (one thousand nine hundred Euro) due upon signature of this Agreement and in no event later than 15 March 2020.

N. "Delivery Date/Delivery Conditions"

Contingent on receipt of signature of this Agreement, Licensor shall deliver the Delivery Materials to Licensee within 15 business days. For greater clarity, failure to meet this deadline will not constitute a material default per Clause 14.a) (i) Schedule I attached hereto.

O. "(Delivery) Materials"

a. PROGRAM MASTER FILES:

Licensor shall deliver the Programs to Licensee in an encoded file format via digital delivery (Aspera), in the format Pro Res HD PAL, texted with textless (Sacred Sites (Series 2) shall be delivered in the format Pro Res HD PAL, texted and Pro Res HD PAL, textless). It is understood that Licensor is not able to warrant that the encoded file format will be compatible with Licensee’s particular system. Licensor shall do its commercially reasonable efforts to provide adequate encodings and test if such encodings are compatible with Licensee’s particular system prior to each delivery.

Licensee acknowledges and agrees that the materials for Sacred Sites (Series 1) and Sacred Sites: Ireland (Series 1) have been delivered and technically accepted prior to the date of this Agreement.

At Licensor’s sole discretion, in case a digital delivery via Aspera is not possible, Licensor shall deliver the respective Program(s) to Licensee via another delivery method, the technical specifications and the charge to be agreed upon in good faith.

In case the version delivered to Licensee is a textless master (without credits), Licensee shall add and incorporate the credit information from the credit list to the textless master file in the original language or, where applicable, the Authorized Language(s).

Program Language version: original language version.

b. SUPPORT MATERIALS:

1. Program Transcript;

2. Program Description (synopsis), as available;

3. Music Cue Sheet;

4. Promotional color slides, as available;

5. Press and Promotional Materials, as available.

c. DELIVERY ADDRESS:

RTVS

Mlynska dolina 84545 Bratislava Slovakia

Contact: Xxxx Xxx Email: xxxx.xxx@xxxx.xx Tel: x000 0 0000 0000

P. "Shipping"

Licensor shall pay for all basic shipping charges for delivery of the Delivery Materials to Licensee. In such case, Licensee acknowledges and agrees that all additional charges including but not limited to insurances, taxes, customs, duties, etc., are to be borne by Licensee; Licensee shall pay for all charges relating to the return of the Delivery Materials, including but not limited to delivery, shipping and/or handling charges, to Licensor or any designated addressee, e.g. Licensor’s laboratory Visual Data in London.

Q. "Special Conditions"

1. The Following Sections Are Applicable to SNI/SI Networks L.L.C. Program(s) (“SNI Programs”) Only, Notwithstanding Anything That May Be Contained Elsewhere Hereunder:

Licensee agrees and acknowledges that in the event a license for the SNI Program(s) licensed herein is, now or hereafter, in place with or issued with respect to any programming channel, service or network that is (a) owned, operated, controlled or managed, in whole or in part, by SNI/SI Networks L.L.C. (“SNI”) or any entity related to SNI, or (b) branded with the name “Smithsonian Channel” (or variation thereof) (each, a “SNI Offering”), in all or any part of Licensee’s territory hereunder, to the extent (if any) that Licensee is granted an exclusive license hereunder with respect to such SNI Program(s), Licensee’s license hereunder with respect to such SNI Program(s) will be deemed to be co-exclusive with any such license for the SNI Program(s) with respect to any such SNI Offering in such territory (or part of such territory) (i.e., such SNI Program(s) may be exploited both hereunder by Licensee and under such license with respect to such SNI Offering).

Notwithstanding anything to the contrary contained herein, if Licensor, in its sole discretion, determines that the exploitation of any SNI Program(s) hereunder will or may cause SNI to incur liability to any third party (including without limitation, as a result of a claim or alleged claim with respect to any rights therein) as a result of the exploitation contemplated hereunder, Licensor may withdraw such SNI Program(s) from license hereunder upon written notice to Licensee (“Withdrawal Notice”). Upon receipt of such Withdrawal Notice, Licensee will promptly cease any further exploitation of the Rights in such. Licensor shall offer to Licensee the right to substitute another SNI Program for the withdrawn SNI Program(s) for the remainder of the applicable Term, or, if Licensee refuses to agree to such substitution, Licensor shall repay the applicable license fee to Licensee (which license fee shall be pro- rated if the applicable Term has run for more than one (1) year).

Licensee agrees and acknowledges that it shall be restricted to full-program exploitation only (e.g., Licensee shall not have the right to exploit clips or excerpts of the SNI Program(s), except for excerpts in an aggregate duration not to exceed three (3) minutes for limited use in connection with advertising and promotion of the SNI Program(s), subject to any promotional guidelines or limitations as provided by Licensor, or as otherwise approved in writing by SNI).

Licensor may require Licensee to include, the animated logo of SNI (or an entity related to SNI) at the end of each SNI Program(s) and/or a stationary logo on any advertising materials in connection with the SNI Program(s).

Licensee agrees and acknowledges that is prohibited from exploiting the SNI Program(s) or otherwise making the SNI Program(s) available in a manner that to a reasonable person would appear to be a channel or like service that consists predominately of SNI Programs.

Licensee shall not advertise, promote or publicize any SNI Program(s) by using (a) any tout, promise or plea that (i) promotes a purchase or sale to consumers as “financial support of” or “a membership in” Smithsonian Institution (“SI”) or (ii) exaggerates the factual scientific, historical and cultural “accuracy” of a program or the “scholarship” of SI; or (b) any “cause-related” (as such term is now commonly understood in the U.S. non-profit industry) marketing techniques (e.g., inducing a purchase of a product or service or other similar action by proposing or directly implying that such purchase or action will support SI).

Licensee hereby acknowledges that the registered trademarks and service marks “SMITHSONIAN,” “SMITHSONIAN INSTITUTION” and the sunburst design mark (the “SMITHSONIAN Marks”), as well as any other trademarks or service marks that include any of the SMITHSONIAN Marks or any other trademarks or service marks owned by SI, are the property of SI (collectively, the “Marks”) and that all uses of the Marks shall inure to the benefit of SI. Licensee shall enjoy the right to use solely the following Marks: “Smithsonian Networks” and “Smithsonian Channel(s)” (“Composite Mark(s)”) in promotional materials developed and distributed by Licensee. In addition, Licensee may use the title of a SNI Program(s) that includes a Mark to advertise or promote such SNI Program(s) and may make factual statements about SI content within a SNI Program(s) that includes a reference to a Mark, so long as such usage of a Mark solely provides factual information about the SNI Program(s) (e.g., “the program is about the “Spirit of St. Louis”, which is part of the Smithsonian Institution’s collection”). In all events such use of the Marks must:

(a) clearly identify the Mark as the trademarks and service marks of SI through the use of the registration symbol “®” or “TM”, as applicable, and language identifying SI as the owner thereof and SNI as an authorized user (for example, “_ _ is a trademark of Smithsonian Institution. SNI/SI Networks L.L.C. is an authorized user.”);

(b) be submitted in representative form to SNI for SNI’s prior written approval at least ten (10) days before its intended distribution (unless such materials were obtained from SNI and are used by Licensee in their entirety or a substantially similar use by Licensee of such Marks had been previously approved by SNI within the preceding six-month period, so long as in either case, Licensee has added or deleted or otherwise altered any information or other material contained therein and Licensee’s proposed use is in complete conformance with SNI’s instructions relating to such use); and

(c) not be inaccurate or misleading and must not be used for and must not imply any endorsement or sponsorship of or advertising in or for the promotion of any other entity, service or product other than the SNI Programs. Notwithstanding the foregoing, the Composite Marks may be used in accurate statements that promote SNI together with Licensee where such usage has been pre- approved by SNI.

Licensee shall not take any action that would or could (a) impair SI’s or SNI’s (as applicable) ability to maintain all intellectual property rights in the marks and content of the SNI Program(s), (b) cause any element of any SNI Program(s) to fall into the public domain, or (c) denigrate, be derogatory of, or bring into disrepute SI or SN.

Licensee may edit or otherwise change SNI Program(s) solely for the following purposes:

a. in order to make such SNI Program(s) consistent with Licensee’s customary broadcast or exhibition standards and practices,

b. in order for such SNI Program(s) to accommodate Licensee’s timing requirements for exhibition or broadcast,

c. to insert Advertising in accordance with the provisions of this Agreement, and/or

d. for dubbing and/or subtitling purposes.

Such edits or changes to the SNI Program(s) as are permitted to be made by Licensee hereunder may not (a) materially alter the essential narrative of such SNI Program(s) or (b) reduce the total running time of such SNI Program(s) by more than ten percent (10%). Licensee shall not be entitled to add any additional material (other than as required in d. above) to such SNI Program or hold out or suggest that any additional material (other than the material described in d. above) is a part of or related to such SNI Program.

Licensee may exhibit Advertising (as defined below) in connection with the broadcast of any SNI Program(s), subject to the restrictions set forth herein. “Advertising” shall mean any message which promotes or markets any trade, business, service, facility, or product, or includes messages containing qualitative or comparative language, price information, or other indications of savings or value; an endorsement; or an inducement to purchase, sell, or use any company, service, facility, or product.

(a) No such Advertising may refer to a SNI Program(s) in any manner (provided that the foregoing shall not prohibit Advertising by Licensee that announces, promotes or publicizes the availability or exhibition of a SNI Program(s)).

(b) No SNI Program(s) may be exploited by Licensee by means of any medium that carries any Advertising for firearms, pornographic items, and illegal activities; provided that, notwithstanding the forgoing, solely with respect to the license of the SNI Program(s) to Licensee for exploitation by means of a service or channel in which the Advertising and programming is exhibited and viewed on a linear basis, Advertising for pornographic items may appear on such service or channel, provided that such pornographic item Advertising does not appear in any such SNI Program(s) and appears no later than two (2) hours before and no sooner than two (2) hours after the exhibition of any SNI Program(s).

2. If Licensor requests that Licensee will deliver Created Materials to Licensor pursuant to article 3 of the Standard Terms and Conditions, Licensor shall pay 50% of the costs incurred by Licensee in relation to the making of the Created Materials.

3. 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.

IN WITNESS WHEREOF the parties have executed this Agreement on the latter signature date hereafter:

LICENSOR: Off The Fence B.V. LICENSEE: Radio and Television of Slovakia

Signature: Signature:

Name: Xxxxxx Xxxxxxx Name Xxxxxxxx Xxxxxx

Title: Director – Commercial & Business Affairs Title: General Director (authorized representative) (authorized representative)

Date: Date:

Standard Terms and Conditions SCHEDULE I – General Provisions

Whereas, in consideration of the payment by Licensee of the Total License Fee to Licensor, Licensor hereby grants to Licensee and Licensee accepts the right to exhibit and/or exploit the Program(s) more particularly set forth in the Specific Terms and Conditions and in accordance with the Standard Terms and Conditions as set out in this Schedule I and Schedule II (hereinafter jointly referred to as “Agreement”). For the avoidance of doubt, where applicable, Licensee shall ensure that the Licensed Channel(s)/Service(s) shall be bound by the terms and conditions of this Agreement. In this manner, Licensee ensures that the Licensed Channel(s)/Service(s) shall be adequately informed and that it shall fully comply with any provisions in this Agreement which specifically pertain to the transmission and/or exploitation of the Program(s), including but not limited to Clause 2, 3, 4, 7, 9, 10, 11, 14 hereafter. Any and all rights in or to the Program(s) not specifically contained in this Agreement are expressly reserved to Licensor.

1. LICENSE

a) Subject to Licensee observing and performing all of its obligations under this Agreement, Licensor hereby grants Licensee the right, license and privilege to exhibit, distribute, transmit, perform and otherwise exploit, market, sublicense to the Licensed Channel(s)/Service(s), the Program(s) in the Licensed Media Rights, Language(s) and Territory(s) for the maximum Licensed Number of Runs permitted during the License Period(s).

b) Subject to Clause 3 hereafter, Licensee or the Licensed Channel(s)/Service(s) shall have the right to create language tracks in the Language for the Program(s) by means of dubbing, subtitling and/or voice-over,provided that such subtitles, dubbing and/or voice-over accurately conform in all substantial respects with the original version and script of the Program(s) and observe all relevant restrictions applicable to artists and other third parties notified to Licensee. Licensee or the Licensed Channel(s)/Service(s) acknowledges that it shall be fully responsible for the clearances and costs of creating such language tracks for the Program(s).

c) The rights set out in this Agreement, i.e. being only those pertaining to the Program(s), shall be the entirety of the license provided hereunder and nothing in this Agreement shall entitle Licensee to utilize the Program(s) for any other purpose whatsoever, including but not limited to exploitation of the Program(s) or any elements thereof in any manner other than as provided for hereunder.

2. PROMOTION

a) In no event may Licensee use the Program(s), Licensor’s name or logo, or the name, voice and likeness of any person who appears in or is connected with the production of the Program(s), separately and apart from the advertisement of the upcoming exhibition of the Program(s) on the Licensed Channel(s)/Service(s), nor any use so as to constitute an express or implied endorsement of any product, party or service.

b) Licensee shall abide by and comply with the on-screen credits in the same form and manner as they appear in the Delivery Materials. Licensee shall credit individuals in all publicity and advertisements issued by Licensee or under its control, in accordance with the requirements Licensor provides to Licensee;

c) Licensee shall have the right to include Licensee’s name or the Licensed Channel(s)/Service(s) on the main and/or end credits of the Program(s) and in all advertising materials a presentation credit, as well as Licensee's animated logo and accompanying music.

d) Strictly for promotional purposes, Licensee shall have the non-exclusive right in the Territory to make, cause to be made, and/or authorize others to make and exhibit extracts/clips of the Program(s) in association with the Program(s) only, on the Licensed Channel(s)/Service(s) and/or any other interactive services of Licensee and sublicensees, provided that such extracts/clips shall not exceed 3 (three) minutes in the aggregate per Program(s), and subject to any restrictions as advised by Licensor. Where the extracts/clips include any third party materials (e.g. music, stills, clips, trademarks, etc.), Licensee shall be responsible for all clearances and costs, if any, relating to the extracts/clips with respect to third party clearances, royalties, and any other payments that become due as a result of said promotion usage by Licensee. Furthermore, Licensee is not allowed to receive any monetization benefit from said promotional usage.

e) No sponsorship of the Program(s) shall be allowed without the express written consent from Licensor.

3. CREATION OF MATERIALS

To the extent Licensor delivers the original (English) language version of the Program(s), Licensee may, at its own cost and expense, create: subtitle, dub and/or voice-over tracks for the Program(s) in the Authorized Language(s) (“Authorized Language Version(s)”), masters, advertising and promotional materials, artwork and other material pursuant to this Agreement (collectively “Created Materials”), such Created Materials shall be made available to Licensor at no cost immediately upon their creation for Licensor’s exploitation in all media in perpetuity. To the extent the law of the jurisdiction governing any Created Materials permits, such Created Materials are deemed to be created as a work made for hire in which Licensor owns all rights, and in all events, Licensee hereby assigns, transfers and conveys to Licensor any and all right, title and interest that Licensee may have in the Created Materials including without limitation, any and all intellectual property rights therein, rights to ownership of any physical works of art embodied therein and goodwill associated therewith. No rights of any kind or nature therein are reserved to or by Licensee or shall revert to Licensee under any circumstances. In the event that the Created Materials, or any part(s) thereof, are determined not to qualify as works made for hire under the laws of the Territory, Licensee or such third party creating such materials shall not have the right to use the materials without Licensor’s prior written approval in each instance. For the avoidance of doubt, particularly, any rights to the subtitle, dub and/or voice-over tracks for the Program(s) owned by Licensee shall always be subject to this Agreement (including any renewal and/or extension of such rights in the future). All rights to exploit the Program(s) outside the scope of this Agreement and the underlying intellectual property rights to the Program(s) shall remain the property of the Licensor.

4. EDITING

a) The Program(s) shall be exploited and/or exhibited in its entirety without any interruptions, including all titles, credits and copyright notices, and the Licensee shall not cut, edit, change, add to or delete from or revise any portion of the Program(s) and any credit, logo, or the copyright notice appearing in the Program(s), without the prior express written consent of Licensor.

b) Notwithstanding Clause 4.a) above, provided the authors’ moral and creative rights are preserved, Licensor authorizes Licensee to cut, or otherwise alter and/or edit the Program(s) for the following purposes: (a) to create the Created Materials (i.e. to add accurate, first-rate quality subtitles and/or dubbed audio to the Program(s)); and/or (b) to insert commercial breaks; and/or (c) to have the Program(s) branded with the television service’s logo; and/or (d) to meet broadcast and timing requirements or scheduling; and/or (e) to conform with the requirements of any local regulatory authority. Such cuts, edits and changes shall not exceed three (3) minutes in any one (1) hour Program or pro rata thereof.

c) For the avoidance of doubt, Licensee shall be entitled to translate the original (English) title into the Authorized Language(s). The translated title may not deviate in essence from the original (English) title without Licensor’s prior written consent. In the case Licensor does consent to a foreign title which is not a direct translation of the original (English) title, Licensee shall be responsible for the clearance of the foreign title and the warranties provided under this Agreement shall not cover such foreign title chosen by Licensee.

d) Licensee undertakes not to edit or permit to be edited the Program(s) in any way likely to impair its quality, meaning, integrity or the authors’ moral and creative rights, and not to use or authorize to be used the Program(s) in any manner likely to bring either party into disrepute or which is defamatory to any person.

5. LICENSE FEE AND PAYMENT

a) Licensee shall pay to Licensor the License Fee, the Materials Charge and, if applicable, any other amounts due in accordance with the payment terms as specified in the Specific Terms and Conditions or if such payment terms are not specified in the Specific Terms and Conditions, Licensee shall pay to Licensor the License Fee, the Material Cost and, if applicable, any other amounts due within thirty (30) days upon receipt of invoice, whether or not the Program(s) is actually exhibited and/or exploited by Licensee. The parties agree that timely payment by Licensee of the License Fee, the Material Cost and, if applicable, any other amounts due is of the essence in this Agreement.

b) In the event of late payment and/or underpayment, interest shall be calculated at 4% (four-percent) above the ECB prime rate per annum.

c) The License Fee and Materials Charge (where applicable) shall be paid as follows by wire transfer:

ABN AMRO Bank

Dam 2, Postbus 3935, 1001 AS Amsterdam, The Netherlands Off The Fence B.V.

417906668

XXXXXX0X

XX00 XXXX 0000 0000 00

Bank:

Bank Address:

Account Name:

Account No:

Swift Code:

IBAN No:

*Please reference invoice number when making payment

d) The License Fee and Materials Charge shall be net amounts. Licensee shall be responsible for payment of any taxes, levies, and/or all other charges (including but not limited to withholding tax and VAT, unless otherwise agreed in the Agreement). In the event the Agreement specifies that Licensee may deduct withholding tax from the License Fee, Licensee shall notify Licensor in writing if according to applicable local laws of the Territory withholding tax is imposed on payments made by Licensee to Licensor. Licensee shall provide Licensor with the required governmental forms or other documents, if any, to assist Licensor in obtaining an exemption from or reduction in the amount of withholding tax on the payments made by the Licensee between the territory of the Licensee and The Netherlands. Licensee may deduct from the License Fee payments due to Licensor such withholding tax actually paid to the taxing authority. In such event, Licensee shall provide Licensor with an original receipt issued by the taxing authority certifying the receipt, amount and basis of such withholding tax. Licensee shall promptly refund to Licensor any withholding taxes that were subsequently refunded or credited to Licensee.

e) Unless otherwise expressly stipulated in this Agreement, Licensee shall in no event be entitled to withhold any payments due to a situation as described in Clause 6.a) below in regards to any or each Delivery Materials that are delivered and/or (deemed) accepted. For the avoidance of doubt, Licensee shall pay the License Fee and the Materials Charge pro rata for each delivered Program in accordance with the payment terms as specified in the Specific Terms and Conditions.

f) Licensor shall allocate any/all License Fee(s) in an appropriate and reasonable manner.

g) Unless otherwise agreed in the Specific Terms and Conditions, Licensee shall not be entitled to transmit and/or exploit the Program(s) until Licensor has received payment of the License Fee in accordance with the License Fee Payment Terms and, where applicable, the Materials Charge Payment Terms.

6. DELIVERY MATERIALS

a) Licensor shall provide Licensee with the Delivery Materials upon signature of this Agreement and payment of the first installment of the License Fee, unless otherwise agreed herein. The Delivery Materials will be considered technically accepted unless Licensor has received a written notification from Licensee specifying the technical defect within ten (10) days after despatch of the Delivery Materials by Licensor. Upon receipt of such notification, Licensor shall timely deliver corrected or replacement Delivery Materials. Any corrected or replacement Delivery Materials will be considered technically accepted within ten (10) days after despatch of each such corrected or replacement Delivery Materials by Licensor. For the avoidance of doubt, in the event the Delivery Materials are held or retained by any local custom or governmental authority, Licensor shall not be liable for any late receipt of the Delivery Materials by Licensee as a consequence thereof.

b) In the event of suspension of exercise of the Licensed Media Rights due to a situation as described in Clause 6.a) above, Licensee shall not claim any damages or lost profits. Instead the License Period(s) will be extended during the suspension. This suspension of the License Period(s) shall not last for more than three (3) consecutive months.

c) Legal ownership of the Delivery Material shall stay with Licensor.

d) If the Delivery Materials are delivered to Licensee on loan, Licensee shall retain the Delivery Material for the number of days as specified in the Specific Terms and Conditions after receipt of the Delivery Materials by Licensee (“Return Date”) to enable the appropriate number of copies to be taken therefrom. Thereafter Licensee shall return, at Licensee’s expense, the Delivery Materials to such address as Licensor may specify or if no address is specified to Licensor's address as set out in the heading of this Agreement. Each of the copies of the Delivery Materials shall become the property of Licensor upon being manufactured by Licensee, subject only to a right of use for the purpose of Licensee’s exercise of those rights granted to Licensee hereunder and Licensee shall do nothing that would impair Licensor's title and shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. Licensee shall be responsible for any and all losses and damages to the Delivery Materials (fair wear and tear excepted) until receipt by Licensor.

e) If the case may be, Licensee does not return the Delivery Materials including but without limitation the program master material, which shall be rewound and in good condition, on or before the Return Date, Licensee will pay for all resulting losses and expenses including without limitation Licensor’s costs of getting the Delivery Materials back from Licensee and costs of arranging for replacement Delivery Materials to any third parties.

f) In any case, upon the expiry of the License Period(s) in respect of each Program(s) or upon the termination of this Agreement any copies of each Program(s) or all Program(s), as the case may be, shall be erased or otherwise destroyed by Licensee and Licensee shall, if so required by Licensor, deliver to Licensor a certificate of such destruction.

7. INTELLECTUAL PROPERTY RIGHTS

a) It is agreed that Licensor and/or any third party owners to the Program(s) shall at all times remain the sole, exclusive and perpetual owner of all right, title, logo and interest in and to the Program(s) (whether under license or otherwise), including the physical and intangible elements thereof, including without limitation, all tape copies, pre-master materials, advertising materials, the original master and all materials derived from the foregoing and relating thereto, and the results and proceeds of all services rendered in connection therewith in whatever stage of creation or completion as may exist, throughout the universe, during the Term. All rights to exploit the Program(s) outside the terms of this Agreement shall remain the property of Licensor and/or any third party owners to the Program(s).

b) Notwithstanding Licensee’s right to dub or subtitle the Program(s) in the Language and Licensee’s right to edit, Licensee shall not make, or allow to be made, any additions, changes and/or modifications to the Program and/or any elements thereof. In the event any such additions, changes and/or modifications do occur, they shall be fully owned by Licensor and/or any third party owner of the Program(s).

c) Licensee shall not do or permit to be done, anything which may impair Licensor’s copyright, tradenames, trademarks, domain names, service marks, logo’s or any other right, title or interest in or to the Program(s) or the title.

d) The rights and licenses granted by Licensor to Licensee under this Agreement shall be limited to those expressly set forth in this Agreement and shall be strictly construed. Licensor shall retain any and all rights it may have to enforce its proprietary rights.

e) The rights and obligations contained in this Clause 7 shall survive any expiration or termination of this Agreement.

f) Upon prior written request of Licensor, Licensee shall arrange for the free use and broadcast of extracts of the Program(s) in the Language by Licensor (or such licensee as Licensor shall deem appropriate). Licensee shall provide such material in Beta format and of acceptable quality for broadcasting purposes.

g) Licensee will use the copyright notice and reasonable anti-piracy warning in each episode of the Program(s) as they appear in the Delivery Materials.

8. LICENSOR’S REPRESENTATIONS AND WARRANTIES

Licensor hereby warrants and represents that:

a) it is a duly constituted corporation, validly organized, existing and in good standing under the laws of the jurisdiction of its principal place of business and that it has full power to enter into and perform the rights and obligations set out in this Agreement;

b) it has the right to grant to Licensee the license on the terms herein contained;

c) there is no litigation pending proceeding or threatened against Licensor or in relation to the Program(s) and Licensor does not know at the date of this Agreement of any pending proceeding or threatened claim of any nature whatsoever which would in any manner interfere with the full and complete exercise by Licensee of the rights herein granted to Licensee.

9. LICENSEE'S REPRESENTATIONS AND WARRANTIES

a) Licensee hereby warrants, represents and undertakes that:

i. it is a duly constituted corporation, validly organized, existing and in good standing under the laws of the jurisdiction of its principal place of business and that it has full power to enter into and perform the rights and obligations set out in this Agreement;

ii. there are no present or threatened claims or litigation against Licensee, which might impair Licensee's ability to perform its obligations hereunder or impair Licensor's rights hereunder;

iii. it, and/or the Licensed Channel(s)/Service(s), shall not exhibit, exploit and/or promote the Program(s) or authorize the retransmission or reception of the Program(s) outside the licensed Territory or after the License Period(s);

iv. it shall not transmit, use or knowingly permit the transmission, retransmission or use of all or part of the Program(s) or any proprietary material of Licensor outside the Territory and/or after the License Period(s);

v. upon Licensor’s request, it shall provide Licensor with the Program(s)’ air dates, performance ratings information and/or other adequate records for the purpose of Licensor’s reporting to the rights holder(s) of the Program(s);

vi. it shall notify Licensor immediately of any infringements or violations in the Territory or elsewhere of any rights referred to hereunder that come to the attention of Licensee. Licensee shall not undertake to take any form of legal action itself, but shall rather co-operate fully with Licensor to prevent or stop such infringements or violations and obtain redress. In the event that Licensor elects in its sole discretion to take legal action in response to any such infringement or violation, Licensor shall be responsible for the conduct and all expenses associated with the said legal action;

vii. it shall comply with all laws and regulations concerning the distribution, broadcast, transmission, exhibition and/or supply of the Program(s) in the Territory;

viii. Licensee shall, at all times during the Term, employ industry-standard security, conditional access, and content protection systems that are reasonably designed to effectively prevent: (a) any transmission(s) of the Program(s) outside the applicable Territory; and (b) any unauthorized access to, and reproduction of, the Program(s);

ix. Licensee shall (or shall ensure that the Licensed Channel(s)/Service(s)) clear all elements on the Created Materials of the Program(s) (including translators and talent), such that there are no obligations to Licensor to make any payment to the persons or entities involved in such Created Materials.

b) Licensee and/or the Licensed Channel(s)/Service(s) shall at all times respect all usual industry credits, intellectual property rights and/or copyright notices and shall not fundamentally impair the creative and moral integrity of the Program(s) and all constituent parts thereof (i.e. artistic rights/ “droit morale”).

c) Licensee agrees that Licensor makes no representations or warranties either present or in the future with respect to the procurement of any license required by Licensee to transmit or exhibit the Program(s) or that the Program(s) complies with any censorship requirement which may be required or imposed by any governmental body in the Territory.

10. MUSIC RIGHTS

a) The Licensor warrants and represents that the performing rights in the music contained in the Program(s) are:

i. controlled by a performing rights society; or

ii. in the public domain; or

iii. controlled by Licensor to the extent required for the purpose of this Agreement.

b) Licensee, at its sole cost and expense, shall be responsible for the payment of any and all music performance right royalties which may be payable to any performing rights society with respect to Licensee's exhibition and/or exploitation of the Program(s). Licensee is to include the appropriate provisions in its contracts with the (cable) operators to ensure they assume their obligations regarding the payment of the performing rights to the music of the Program(s).

11. WITHDRAWAL

a) Licensor may, in its good faith discretion and acting reasonably, withdraw permanently or temporarily any Program(s) if the exhibition thereof would or might: (a) infringe upon the rights of a third party; (b) violate any law, court order, government regulation or ruling of another governmental agency; or (c) subject Licensor and/or the rights holder(s) to any liability or litigation.

b) In the event the Program(s) is withdrawn or suspended, in which event Licensee shall not claim any damages or lost profits, the parties shall mutually agree as to: (a) an extension of the License Period with respect to the Program(s); (b) a substitute program of comparable quality; or (c) a pro rated refund of the License Fee paid with respect to the withdrawn Program(s).

12. INDEMNIFICATION

The parties hereby agree to indemnify and hold each other (including its respective officers, directors, shareholders, representatives, successors, licensees, and assigns) harmless from and against any and all claims, losses, damages, charges, complaints, liabilities, obligations, promises, agreements, controversies, actions, causes of action, suits, rights, demands, costs, debts and causes of any nature whatsoever, other than consequential damages or lost profits, whether express or implied, arising from or resulting in whole or in part by reason of the breach by the indemnifying party of, or which is inconsistent with, any obligations, covenants, terms, representations or warranties hereof, including all reasonable legal fees and all other expenses incurred by the indemnified party in defending such claims, and agrees to make good its obligations hereunder forthwith on demand provided that the indemnified party shall promptly notify the indemnifying party of any such claim in writing. Notwithstanding anything to the contrary, Licensor’s liability under any provision of this Agreement shall in no event exceed the total amount of the sums actually paid by Licensee to Licensor for this license.

13. FORCE MAJEURE

Neither party shall be liable to the other for any failure to fulfill or delay in the performance of its obligations under this Agreement (other than Licensee’s payment obligations) as a result of act of God, war, acts of public enemy, embargo, strikes, lockouts, other industrial action, riot, civil disobedience or insurrection, fire, earthquake, epidemic, accident, casualty, flood or other natural catastrophe, explosion, injunctions, any municipal, state or federal judicial or statutory regulation, ordinance or law, any laboratory failure or delay or any other cause beyond its reasonable control ("Force Majeure”). Should an event of Force Majeure occur, the License Period(s) of this Agreement shall be suspended for, and all dates provided for in this Agreement occurring on or after said event of Force Majeure shall be extended for a period of time equal to, the duration of such event of Force Majeure, but in any event no longer than one hundred and eighty (180) days, it being acknowledged and agreed that such an event of Force Majeure shall not constitute grounds for either party to terminate this Agreement.

14. TERMINATION

a) This Agreement may be terminated with immediate effect forthwith by written notice by the non- defaulting party, without prejudice to any other rights and remedies at law, if the defaulting party:

i. is in material default and fails to cure such default within thirty (30) days after written notice thereof; or

ii. becomes bankrupt, insolvent, dissolvent or liquidated, wound-up, ceases to carry on business, makes an assignment of its material assets for the benefit of creditors, initiates or is subject to reorganization proceedings, files for relief under any other debtor's relief legislation, or a receiver, receiver/manager, trustee, liquidator or custodian is appointed with respect to all or a substantial portion of such party's assets or makes an assignment or proposal for benefit of its creditors and such legal proceeding in connection with the exercise of creditors rights shall not be dismissed within 30 (thirty) days.

b) In the event of termination as above, the license granted hereunder shall immediately terminate. Consequently, all rights granted to Licensee hereunder shall immediately revert back to Licensor and Licensee shall immediately deliver to Licensor any and all materials relating to the Program(s). Nothing herein shall be construed to release the defaulting party from any obligation herein prior to the effective date of such termination, which may continue beyond such termination, or to relieve the defaulting party from any and all liabilities at law or in equity to the non-defaulting party for breach of this Agreement. Further, in the event that this Agreement is terminated due to a material breach or default of Licensor, Licensor shall refund or credit to Licensee, at Licensee’s option and within thirty (30) calendar days of the effective date of such termination, a prorated amount of the Total License Fee paid to Licensor, calculated as of the effective date of such termination and based upon the remaining amount of unexploited Licensed Number of Runs or of time remaining in the License Period in the case the remaining amount of Licensed Number of Runs is unlimited.

c) In the event that this Agreement is terminated pursuant to Licensee’s material breach or default, Licensee will not be relieved from any of its obligations to pay the Total License Fee or any other monies due to Licensor hereunder.

d) Notwithstanding the foregoing, it is mutually agreed that the Program(s) and the rights therein are special, unique, extraordinary and of an intellectual and creative character. Therefore such rights give them a particular value, the loss of which cannot be reasonably or adequately compensated in damages. Consequently, in the event of a breach of this Agreement by Licensee, Licensor shall be entitled to seek immediate interim relief (by way of injunction or otherwise), without prejudice to any of its other rights and remedies hereunder. In the event of any breach of this Agreement by Licensee, Licensee’s representatives or employees, Licensor may elect, without limitation to any other rights or remedies at law or in equity, to terminate this Agreement and any other agreement with Licensee.

15. SUBLICENSE AND ASSIGNMENT

Licensee may not sublicense, assign or otherwise transfer any or all of its rights or obligations pursuant to this Agreement in whole or in part (“Transfer”) without the express prior written consent of the Licensor, except to a direct affiliate or Service Provider, meaning any television platform, distributor or commercial redistributor in the Territory authorized by Licensee to enable the transmission of its channel signal(s), e.g. multi-system operators, cable operators, IPTV, direct broadcast satellite (DBS) and direct-to-home providers. Licensor may Transfer this Agreement to any third party, provided that such party agrees to be bound by the terms of this Agreement.

16. RELATIONSHIP OF PARTIES

Nothing in this Agreement shall make either party a partner, joint venture partner, representative or agent of the other, and neither party shall so hold itself out by advertising or otherwise, nor shall either party be lawfully bound by any representation, act or omission of the other.

17. CONFIDENTIALITY

Except as required by law or legal process and then only after prompt notice to the other party of a party’s intention to disclose, the parties agree that the terms of this Agreement shall be kept confidential, and neither party shall disclose such terms to any third party (other than its employees, agents, representatives, attorney(s), investors or shareholders), without the prior written consent of the other.

18. DATA PROTECTION AND PRIVACY

The parties represent and warrant to provide and ensure data and network security for the protection of data and privacy compliance for, among other things, any and all confidential information, data, proprietary materials or assets, and the like, held by or in the possession of the party, in accordance with all applicable laws, regulations, directives, and the highest industry standards and best practices.

19. SURVIVAL

All provisions, which by their nature should remain in full force, shall survive any termination or expiration of this Agreement. Such provisions include, but are not limited to, the provisions with respect to (assignment of) intellectual property rights, representations, warranties, liabilities and confidentiality.

20. SEVERABILITY

If any part or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement unless and except if such deletion of the invalid or unenforceable provision would destroy the consideration supporting this Agreement.

21. NOTICES

Notice hereunder may be delivered by hand or sent by courier / registered post, by facsimile or email transmission to the parties at the addresses indicated above or to such other address as a party shall designate for itself by notice given in accordance herewith. The notices sent by facsimile shall be considered a valid and authentic document as would be a hardcopy version delivered by hand or sent by courier / registered post. All notices shall be deemed (until the contrary be proved) to have been given and received when delivered by hand or on the date on which they would have been received in the normal course of posting, or if given by facsimile or email, notices shall be deemed to have been given and received when the facsimile or email is sent.

22. EXECUTION

This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Any such counterpart may be executed by facsimile or email transmission to the addresses indicated above or to such other address as agreed between parties, and when so executed and delivered shall be considered a valid and authentic document as would be a hardcopy version delivered by hand or sent by courier/registered post and shall be deemed an original and such counterparts together shall constitute one original. The facsimile and electronic signatures shall have the same force and effect as original signatures.

23. WAIVER

The rights of either party hereunder shall be cumulative, and the exercise of one shall in no way limit any other right in the event of any breach by the other. No breach of any of the provisions hereof may be waived unless by written notice. No waiver by either party of any breach of any provision of this Agreement by the other party shall be deemed a waiver of any other breach of the same or other provision. No failure to exercise any right or privilege shall be deemed a waiver of a party's right to exercise a similar or other right or privilege subsequently.

24. APPICLABLE LAW AND JURISDICTION

This Agreement, its validity, construction and effect, shall be governed and construed according to the laws of the Netherlands, applicable to agreements entered into and to be fully performed therein. Unless otherwise mutually agreed between the parties; each party (a) agrees that any litigation, action or proceeding arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction and courts of The Netherlands (b) waives any objection which it might have now or hereafter to the venue of any such litigation, action or proceeding; (c) irrevocably submits to the jurisdiction of any such court in any such litigation, action or proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with any such litigation, action or proceeding; and (d) hereby waives any claim or defense of inconvenient forum. In making the foregoing submission to jurisdiction, Licensee expressly waives the benefit of any contrary provision of foreign law.

25. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and all prior understandings are merged herein. This Agreement cannot be altered or modified unless in writing signed by both parties.

Standard Terms and Conditions

SCHEDULE II - Definitions of Licensed Media Rights

I. Exhibition/Exploitation Rights:

The right, license and privilege to exhibit, distribute, transmit, perform and otherwise exploit, the Program(s) via the following Licensed Media Rights:

A. Linear Television Rights:

An audiovisual media distribution service by means of analogue or digital transmission to provide the Licensed Channel(s)/Service(s)the ability to transmit the scheduled Program(s) to its viewers in the Territory(s). This shall include the following functionalities: Switch Audio Language, Reverse EPG for up to 72 hours, Start Over, DVR, PVR and Network PVR within the License Period(s).

The Linear Television Rights shall include the non-exclusive simultaneous transmission of the Program(s) in the Territory(s) by means of analogue and/or digital, cable/satellite, and/or digital terrestrial television (DTT) services, internet (including DSL/IP protocol) and/or mobile telecommunications networks (always subject to applicable security protections (e.g. DRM, IP address/geo-blocking). In addition, Linear Television Rights include non-exclusive catch-up rights to make the Program(s) available after each transmission for a limited period of time on or through Licensee’s website associated with, wholly owned and directly operated, programmed, controlled by, and/or solely branded with the branding of the linear Licensed Channel(s)/Service(s). Furthermore, Linear Television Rights also include the right to make the Program(s) available on Licensee’s video- on-demand service strictly in a branded environment and directly in conjunction with, and not severed from (i.e. may not be offered as a standalone or a la carte service separate and apart from), the linear Licensed Channel(s)/Service(s) (e.g. BBC and BBC iPlayer), where no fee is charged or where no additional fee is charged and such service is offered as part of a premium program service

or as part of a package of discretionary premium program services.

1) Free Analogue Television (“FANTV”):

Linear Television Rights as above, limited to analogue UHF and VHF standard over-the-air transmission or terrestrial television transmitters where the viewer does not have to pay a separate charge to view/access the Program(s), other than technical fees and/or fees levied by government agencies. FANTV shall include services that are in the process of switching off the transmission via analogue standard over-the-air transmission or terrestrial television transmitters for the purpose of switching over to digital transmission via digital terrestrial.

2) Free Cable/Satellite Television (“FCSTV”):

Linear Television Rights as above, limited to digital transmission or over-the-air (terrestrial) transmission via co-axial and/or fibre optic cable or geostationary satellite system through a home’s dish for direct reception by a television set (DBS or DTH), lower power televisions (LPTV) and/or through satellite master antennae television systems (SMATV), via an unencrypted or encrypted program service with a set-top-box or television integrated tuner for signal decoding, where the viewer does not have to pay a separate charge to view/access the Program(s) other than technical fees and/or fees levied by government agencies, or which service is offered to the viewer as part of a “basic” tier of programming supported by advertising and/or sponsorship.

3) Free Digital Television (“FDTV”):

Linear Television Rights as above, limited to digital transmission via digital terrestrial, including digital switch over services that previously transmitted via analogue standard over-the-air transmission or terrestrial television transmitters, where the viewer does not have to pay a separate charge to view/access the Program(s), other than technical fees and/or fees levied by government agencies, or which service is offered to the viewer as part of a “basic” tier of programming supported by advertising and/or sponsorship.

4) Pay Cable/Satellite Television (“PCSTV”):

Linear Television Rights as above, limited to digital transmission or over-the-air (terrestrial) transmission via co-axial and/or fibre optic cable and/or geostationary satellite system through a home’s dish for direct reception by a television set (DBS or DTH) and/or through satellite master antennae television systems (SMATV), via an encrypted program service with a set-top-box or television integrated tuner for signal decoding, which is offered and marketed to the viewer either as a premium program service or as part of a package of discretionary premium program services, for which in addition to the “basic” tier fee a subscription fee or premium fee is charged for such service.

5) Pay Digital Television (‘PDTV”):

Linear Television Rights as above, limited to digital transmission via an encrypted program service with a set-top-box or television integrated tuner for signal decoding, which is offered and marketed to the viewer either as a stand-alone premium program service or as part of a package of discretionary premium program services, for which in addition to the “basic” tier fee

a subscription fee or premium fee is charged for such service.

B. Non-Linear Rights:

An audiovisual media distribution service for the purpose of viewing the Program(s) on any device via the Internet at the moment chosen by the viewer and upon his/her individual request based on the program schedule or catalogue of the content service provider (“Over-the-Top” or “Video On Demand”). Any such Internet exploitation with respect to the rights granted hereunder shall be geo- filtered to prevent such exploitation outside the Territory and the Licensee and/or Licensed Channel(s)/Service(s) shall have appropriate security, digital rights management (DRM) and copy protection in place in accordance with industry standards.

1) Free Video On Demand (“FVOD”):

Non-Linear Rights as above, limited to where no separate fee is charged for streaming the content, but which is on a free to the user and/or ad supported and/or sponsorship basis, whether through authentication of the user or via an open source platform (e.g. Youtube, Hulu, Snagfilms).

2) Transactional Video On Demand (“TVOD”):

Non-Linear Rights as above, limited to a closed/encrypted network infrastructure (via set-top-box or television integrated tuner and/or via TCP/IP protocol/Internet/Worldwide Web on a streaming or temporary downloaded basis), limited in time and/or number of plays where a separate fee is charged per exhibition “pay-per-view” (e.g. HBO PPV and ESPN). TVOD shall also include the right to make the multiple regularly staggered broadcast transmissions of the same Program(s) in a short time period scheduled by the media service provider, by continuous exhibition (without functionality to stop and start, pause, rewind or fast-forward the Program(s)).

3) Subscription Video On Demand (“SVOD”):

Non-Linear Rights as above, limited to a closed/encrypted network infrastructure (via set-top-box or television integrated tuner and/or via TCP/IP protocol/Internet/Worldwide Web on a streaming or temporary downloaded basis) where a periodic subscription fee (e.g. monthly) is charged (e.g. Netflix, Amazon and Hulu).

4) Electronic Video On Demand (“EVOD”):

Non-Linear Rights as above, limited to temporary (rental) or permanent download “download to own” of the Program(s) via TCP/IP protocol/Internet/Worldwide Web where a separate fee is charged for the purpose of subsequent private viewing by means of a playback device with or without limitation of time and/or number of plays (e.g. iTunes and Vudu).

C. DVD:

The right to manufacture and distribute by way of selling, renting, lending and/or to market/promote the Program(s) on visual and sound records on any form of videocassettes, cartridges, tapes, video discs, laser discs, any form of DVD, DVD ROM, Blu-ray Disc, internet access ready DVDs, Blu-ray Disc, CDi, CD-ROM, UMD, VCD or any other physical tangible formats (“Videograms”) to retail store(s) for distribution of the Program(s) on a time-limited rental, sell through and on direct to consumer/sell- through basis on all forms of physical videograms, whether or not through a directly controlled exhibition outlet of the licensed party, primarily intended for use in the home for private and non- commercial use of the visual images and synchronized audio-track by means of a playback device which causes a visual image on the screen of such device. Licensee or its sub-distributor shall ensure that the Videograms shall be of the highest technical quality as is commercially reasonably possible and shall be encoded for in the local encoded (DVD) regional format.

D. Theatrical Rights:

The right to exhibit the Program(s) in movie theatres or similar locations to paying audiences, irrespective of the film format, or design of projecting system and means of transmission.

E. Non-Theatrical Rights:

1) Closed Circuit:

The right to exhibit the Program(s) via closed circuit and/or hardware embedded systems, directly before an audience at facilities or organizations not primarily engaged in the business of exhibiting audiovisual content including but not limited to educational organizations, prisons, hospitals, schools and other academic institutions, churches, museums, embassies or any other governmental facilities bearing the flag of countries within the Territory. Closed Circuit shall include the right to exhibit the Program(s) at festivals, fairs, markets, and the like where no charge of admission is made to the audience members for viewing the Program(s) itself, but where a general charge of admission to the fair or festival may be made.

2) Transportation:

The right to exhibit the Program(s) non-exclusively via closed circuit or any other form of media to an audience in transit (e.g. airlines, cruise ships and trains, bearing the flag of any country within the Territory or based in any country within the Territory).

II. Ancillary Rights:

A. Reformat:

The right to alter the Program(s) in a manner beyond the scope of the Editing rights (as defined in Clause 4 of Schedule I), for the purpose of formatting the Program(s) within the Licensed Media Rights. Reformat includes the right to combine the Program(s) with other audio-visual works (e.g. to include in a television magazine), change the music, beginning and end titles and to cut, edit or change the Program(s) in any other way.

B. Footage:

The non-exclusive right to use and incorporate clips/excerpts of the Program(s) conform the “Time Code(s)/Fragment(s)” in other/third party works, on the Licensed Channel(s)/Service(s) in the Language(s) by means of (a subcategory of) the Licensed Media Rights.

C. Merchandising:

The right to manufacture and distribute for profit, items of merchandise, including books and music records, featuring or embodying the title of the Program(s), or any logos identifiable with the Program(s), or the name or likeness of any characters, animals or objects identifiable with the Program(s).

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