Contract
1
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: GAD
00 xxx xxxxxxxx Xxxxxxxxx 00000 Mérignac Francúzsko
VAT č. FR75497828756
Zastúpená: Xxxx-Xxx Xxxxxx
generálny manažér
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Xxxxxxxx Xxxxxx
Generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: dokumentárne programy v celkovom objeme 8 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 1.3.2021 do 31.3.2024
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - dabing
Počet vysielaní: 3 vysielania –každé vysielanie vrátane reprízy do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva simultánne šírenie káblovými rozvodmi a satelitom catch up rights for 14 days after the premiere broadcasting
Licenčný poplatok: 5.750,- EUR
Splatnosť licencie: Úhrada celkovej sumy po podpise licenčnej zmluvy, dodaní vysielacích materiálov a ich technickej akceptácií najneskôr do
31.3.2021
Podmienky dodania materiálu:
Technické náklady za materiál:
Po podpise licenčnej zmluvy najneskôr do 18.1.2021 (časť programov) a do 15.2.2021 (časť programov)
800,- EUR
Technické parametre materiálu:
Prístup k jazykovej verzií:
Materiál bude dodaný na hard disku, obraz vo formáte 16:9, original dialógové listiny, medzinárodná verzia bez titulkov v obraze.
povolený za 50% výrobných nákladov ustanovenie doplnené v bode 10/5 Special conditions
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za XXX
Xxxx-Xxx Xxxxxx generálny manažér
doplnené v bode 10/4 – Special conditions
za RTVS Xxxxxxxx Xxxxxx
generálny riaditeľ
License Agreement
By this Agreement made the 9th December 2020 between
GAD
00 xxx Xxxxxxxx Xxxxxxxxx 00000 Xxxxxxxx - Xxxxxx, represented by the General Manager Xxxx-Xxx Xxxxxx, VAT Number FR 75 497 828 756
(hereinafter referred to as “GAD” which expression shall be deemed to include its successors in title and assigns)
and
Rozhlas a televízia Slovenska (RTVS)
Mlynská dolina 845 45 Bratislava Slovak republik
Represented by Mr. Xxxxxxxx Xxxxxx, General Director VAT number: SK2023169973
(hereinafter referred to as “the Licensee”)
GAD hereby grants the Licensee the Rights (as hereinafter defined) in the Territory for the Program(s) in the Language in accordance with the following terms and conditions:
License
1 - Program(S) 1/ARKEO Season 2 – 10x26’ (5 hours)
2/Nicotine, an addictive drug – 1x54’ (1 hour) 3/The ultimate passage – 1x52’
4/Xxxxx Xxxxxxx, the impossible crossing – 1x52’
(reference in the General Terms and Conditions attached to this Agreement to Program shall include all the Programs here listed and where the context so admits each of them individually)
2 - Territory: Slovak republic
3 – Rights & Station: Exclusive free TV terrestrial rights
simoltaneously broadcasted by basic cable and satelite
catch up rights via xxx.xxxx.xx within 14 days after premiere broadcasting
4 - Language: Slovakian (Dubbed or subtitled)
5 – Number of Runs: 3 runs with quick repeat within 48 hours
6 – License period: 3 years starting
Program 1 on April 1st, 2021
Program 2, 3 and 4 on March 1st, 2021
7 – License Fee: 5750 € (program 1 as 700 euros per hour + program 2, 3 and 4 at 750 euros per hour)
Net of whitholding tax
8 – Payment Terms: 100% after the signature of the contract,
delivery of the material and it´s technical Acceptance no later than March 31st-2021
Licensor acknowledges to be the beneficial owner of the licence fee.
All taxes & Bank transfer Costs shall be borne by RTVS
Licensee will make all payments to the account of GAD in euros to the following address by wire tranfer:
Account owner : GAD Bank: XXXXXX XXXXXX
B.I.C : XXXXXX IBAN : XXXXXX SWIFT: XXXXXX
9 – Delivery of Material: Delivery on Digital File at 800 € net of
witholding tax (100 euros per hour)
Material to be delivered not later than January 18th-2021 for program 1,2 and 3 February 15th-2021 for program 4
.
• Encoding : DNX 185 / Prores 422HQ Specification : PAL
• Resolution : 1920*1080
• Scanning mode : 50i
International version image and sound (with no subtitles, no captions)
Licensor´s access (GAD) to the Slovak language version produced by Licensee (RTVS) is allowed only upon payment of 50% production dubbing costs
with beginning and ending credits at the end of the tape,
2 tracks with English sound and 2 tracks with international sound
and with M&E separated tracks
Scripts, music cue sheet and publicity material will be delivered by XXX for free.
10 – Special conditions:
1/ All sums due are net of any withholding taxes applicable in the territory. 2/ All shipping costs N/A
3/ Licensee shall have the right to advertise, publicize and promote the broadcast of the Programme(s) on the Licensed Service by any means or media including Internet and shall be authorized to use for promotion excerpts of the Programme(s) up to 3 minutes duration"
4/ According to the provisions of the Act No. 40/1964 Zb Civil Code Radio and Television of Slovakia is obliged to publish this Contract via Central Register of Contracts of the Government Office of Slovak Republic in its full wording.
This Agreement shall be subject to the General Terms and Conditions attached hereto and the expressions therein shall have the same meanings as ascribed to them above.
As WITNESS the hands of the duly authorized representatives of each of the parties hereto and year first above written.
For and on behalf of For and on behalf of
XXX Rozhlas a televízia Slovenska
By By
Title: General Manager Title: General Director
Name: Mr Xxxx-Xxx Xxxxxx Name: Mr. Xxxxxxxx Xxxxxx
General Terms & Conditions 1 - Warranty & Indemnity
GAD represents and warrants that it has the right to grant this license for the Right and the Territory herein specified and that such use by the Licensee will not violate the rights of others.
XXX agrees to indemnify and hold the Licensee free and harmless from all and any claims, damages, liabilities, costs or expenses incurred by the Licensee by reason of the breach of the foregoing warrants, provided, however, GAD shall not be liable for the loss of profits or consequential damages and further provided that the Licensee shall not, without the written consent of GAD, continue to exhibit the Film after the Licensee’s receipt of such claim.
Similarly, the Licensee agrees to indemnify, defend and hold GAD, its successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses arising out of or in connection with the use by the Licensee of the Film or arising out of, or by reason of, any breach of warranty, under taking, representation or agreement made or entered into by the Licensee.
2 - Music
GAD warrants that the performing rights in the music contained in the Program are either, (a) controlled by a performing rights society having jurisdiction or, (b) in the public domain or, (c) controlled by GAD to the extent necessary to permit the Licensee’s use hereunder.
XXX does not represent or warrant that the Licensee may exercise the performing rights to said music without the payment or a performing rights royalty or license fee. It may be necessary for the Licensee to (and if it is necessary the Licensee shall), at its sole cost and expense, secure all performing rights licenses necessary for the use of said music contained in the Film and shall hold GAD free and harmless from any liability or damage arising from its failure to do so.
3 – Licencee’s obligations
3.1 The Licensee may at its discretion undertake minor cuts edits or deletions as may be necessary to make the said Film conform to laws, government orders and regulations and any provisions of any applicable Collective Bargaining Agreements to meet reasonable and customary broadcast censorship and time segment requirements. The Licensee shall not exercise this right unreasonably and unnecessarily and any editing or deletions shall be of a minor nature and not impair continuity.
3.2 The Licensee shall not delete any credits due to artists personnel and corporations concerned in the writing preparation and production of the said Program neither shall the Licensee delete the copyright notice or any part of the main or end titles of the said Program.
3.3 Nothing contained in this Agreement shall be construed to imply an obligation on the part of the Licensee to schedule any of the said Program.
3.4 The Licensee agrees to inform XXX by letter or facsimile of the day and hour of the scheduled transmission of the Program at least ten (10) days prior to the said transmission.
4 - Exclusivity
The Rights will be exclusive first run, exclusive against all other tv rights during licence period to the Licensee during the license Period however all rights not specifically granted herein to the Licensee are reserved to GAD.
5 - Territory
The Territory means only the countries listed in the License Agreement but only as their continuous political borders exist on the date of this Agreement. The territory excludes the countries’ non contiguous embassies, military and governmental installations and oil rigs and marine installations wherever located.
6 – Early Termination
Notwithstanding anything contained herein to the contrary, if the Licensee broadcasts the Film the number of times permitted hereunder prior to the expiration date this License shall be deemed terminated with respect to such Film as of the date upon which the last permitted broadcast is made.
7 - Delivery & Return of Materials
7.1 Unless otherwise stated the Delivery Materials shall be dispatched to the address given herein.
7.2 The Licensee agrees to pay upon or prior to delivery the costs of all material specified in clause 9 of the License. The Licensee further agrees to pay all handling, packing, shipping, importation and other expenses, charges, fees incidental to having the materials being shipped, delivered to and introduced into the Territory.
7.3 The Licensee agrees to return at Licensee’s expense immediately at the termination of the License each Film to such location as GAD may designate.
8 - Acceptance of Material
All materials shall be deemed delivered and of acceptable technical quality by the Licensee thirty (30) days after the shipping of such materials as evidenced by the date on the corresponding airwaybill unless the Licensee advises GAD by facsimile or telex of the contrary.
In case of refusal of Materials by Licensee within the due time, Licensor shall replace the damaged Materials at its cost within 30 days.
9 - Payment
10.1 In consideration of the Rights granted hereunder the Licensee shall pay to
GAD the License Fee which shall be payable as and when stipulated herein.
10.2 Time is of the essence in the performance by the Licensee of its obligations for payment hereunder. Any payment made more than thirty (30) days after the due date therefor shall bear interest at the rate of four percent (4%) over the prime interest rate charged from time to time by the Banque de France, computed from the original due date until paid; provided however, that if the rate is in excess of the maximum permitted by law in the jurisdiction in which such debt accrues, then the rate shall be the maximum permitted by law. Acceptance of any payment by GAD after its due date shall not constitute a waiver by GAD of its rights hereunder.
GAD may also at its option declare the Licensee to be in breach of this Agreement for non-payment of the License Fee at any time after thirty (30) days following the due date.
10.3 There will be no deductions from any payments due to GAD because of any bank charges, withholding taxes, conversion costs, sales use or VAT taxes, quotas or any other taxes, levies or charges without GAD’s prior written consent. If GAD does so consent, then the Licensee wil provide GAD with all necessary documentation indicating Licensee’s payment of the agreed amount on GAD’s behalf before deducting the Licensee’s payment from any sums due to GAD.
10 - Licensee Warranties
The Licensee warrants that it will comply with all of its representations, obligations, covenants and Agreements and perform all of its obligations and responsabilities herein contained and agrees at all times to indemnify and hold harmless GAD from and against all claims, damages, liabilities, judgements, losses, costs and expenses, including reasonable attorney’s fees, suffered or incurred by GAD arising out of the acts or omissions of the Licensee, its employees and representatives or any actual or alleged breach by the Licensee, its employees and representatives of any of the Licensee’s representations, agreements, obligations, covenants or any other warranties herein contained.
11 - Insurance
Licensee agrees to maintain throughout the License Period adequate insurance
covering the loss or damage of the Film and all other materials delivered to the Licensee or the Licensee’s authorized agent.
12 - Termination
This Agreement may be terminated forthwith upon written notice by either party without prejudice to its other rights and remedies hereunder upon the Licensee hereto committing any act of bankruptcy or entering into any arrangement or compromise with its creditors or taking advantage of any laws relating to bankruptcy or insolvency.
13 – Assignment
GAD may freely assign this Agreement or any portion thereof to its successor(s) or to any of its associated, affiliated and subsidiary companies and the Licensee agrees that performances of any GAD’s obligations under this Agreement performed by a third party shall be accepted by the Licensee as performance by XXX xxxxxxxxx.
The Licensee agrees that in the event of receipt of written notice of assignment by XXX, monies due to GAD shall be paid to any third party assignee in accordance with XXX’x instructions without offset, deduction, counterclaim or other credits which the Licensee may have against GAD.
This Agreement may not be assigned by the Licensee either voluntarily or by operation of law without the prior written consent of GAD. Any such assignment if consented to by GAD shall not relieve the Licensee of its obligations hereunder
14 - Notices
Any notices to be given or served hereunder shall be in writing and shall be delivered or sent by first class post (air mail if to an overseas address) by facsimile (confirmed by a copy sent by post) to the party to be served at the address set out above (or such other address as either party may notify in writing to the other party) and shall be deemed to have been served on the second business day after posting (five days in the case of posting overseas) and immediately in the case of facsimile.
15 - Confidentiality
Neither party nor any of its employees shall divulge to any third party any of the terms of this Agreement without the express permission of the other, save as may be necessary in order to comply with any legal or regulatory requirements.
16 - General
16.1 This Agreement shall be governed by and construed in accordance with the laws of France and the parties submit to the jurisdiction of the French courts;
16.2 This Agreement is made between principals and nothing herein contained shall be deemed to constitute a partnership or joint venture between the parties hereto;
16.3 A waiver by either party of any breach or default by the other party will not be construed as a continuing waiver of the same or any other breach or default under this Agreement and no waiver shall be effective unless made in writing;
16.4 This Agreement shall be deemed to contain such additional terms and conditions as are customary in agreements of this kind in the television and motion picture industry. This Agreement may not be changed modified amended or supplemented except with the written consent of both parties;
16.5 The License, the General Terms and Conditions and the Exhibits when applicable hereto are incorporated as part of this Agreement and reference to “this Agreement” shall be deemed to include the License the General Terms and Conditions and the Exhibits when applicable.