výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: MK2 Films
00 xxx Xxxxxxxxxxx
75012 PARIŽ
Francúzsko
Zastúpená: Xxxxxxxxx Xxxxxxx VAT: FR12682006515
A
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: PhDr. Xxxxxxxx Xxxxxx
Generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: hrané filmy 7 x 90 – 120´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách - Dvojka
Trvanie zmluvy: Licenčná doba na 2 roky,
Rozsah licencií od 1.7.2020 do 31.10.2022
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - titulky
Počet vysielaní: 2 vysielania – vrátane reprízy do 48 hodín pri každom vysielaní
Vysielacie práva: Terestriálne – Free TV práva
simultánne vysielanie káblovej a satelitnej retransmisie
Licenčný poplatok: 14.000,- EUR
Splatnosť licencie: 6.000,-EUR po podpise Licenčnej zmluvy
k 30.6.2020 (dokúpenie licencie k 3 filmom)
8.000,-EUR po dodaní materiálov a ich technickej akceptácií k 4 filmom
k 30.9.2020
Podmienky dodania materiálu:
Technické náklady za materiál:
po úhrade technických nákladov na materiál
1.000,- EUR
Technické parametre materiálu:
Prístup k jazykovej verzií:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za MK2 Films Xxxxxxxxx XXXXXXX
HD files podľa technickej špecifikácie RTVS, dodanie cez ftp.
dialógová listina, promo material
prístup k verzií povolený za úhradu 50% výrobných nákladov
(bod 7, „Specific Conditions“)
doplnené v bode 7, „Specific Conditions“
za RTVS
Xxxxxxxx XXXXXX Generálny riaditeľ
SPECIAL CONDITIONS
1. PARTIES
LICENSOR : | LICENSEE : |
MK2 FILMS - Société par Actions Simplifiée 00 xxx Xxxxxxxxxxx – 00000 XXXXX – Xxxxxx Represented by : Xxxxxxxxx XXXXXXX VAT N°: FR 12682006515 | Radio and Television Slovakia (RTVS) Mlynská dolina - 84545 BRATISLAVA - Slovakia Represented by: Mr. Xxxxxxxx XXXXXX, General Director VAT N°: SK2023169973 |
2. FILM(S) DESCRIPTION:
Title (tentatively or definitely entitled): see Exhibit 1 Director: see Exhibit 1
Original Version: see Exhibit 1 Country of Origin: see Exhibit 1
3. TERRITORY AND TERM:
Term: 2 (two) years
License start date: see Exhibit 1
Notwithstanding the foregoing, should a number of run be granted in provision 4 below, it is agreed between the parties that the Licensed Rights will automatically revert to Licensor after the last granted run per Film. For that purpose, Licensee undertakes to timely inform Licensor of the date of such runs.
Territory: Slovakia
Licensed Version(s): Original Version subtitled and/or dubbed in Slovak
4. LICENSED RIGHTS (a right is licensed to Licensee only if expressly listed below and so designated by a mark in the appropriate box. Any other right is reserved to Licensor):
Licensed Rights | Exclusivity* | Holdbacks / Comments | |
TV Rights Pay TV Free TV Catch Up Pay per view | [ ] [X] [ ] [ ] | [ ] [X] [ ] [ ] | *The Licensed Rights are granted on an exclusive basis. Notwithstanding the foregoing, Licensor warrants that the Film 7 “The general” is a restoration of an out- of-copyright (public domain) original. Accordingly, exclusivity hereby granted is limited to the Material of |
the Film. Licensor warrants that it will not provide the | |||
Telecommunication means: Internet (IPTV) /Mobile | [X] | [X] | Material of the Film to any other entity for the exploitation of the Licensed Rights in the Territory |
All other TV networks (namely Cable, XDSL, Satellite) | [X] | [X] | during the Term of the Agreement. Licensee hereby acknowledges that the original of the Film being in the public domain, any third party can exploit the said |
original of the Film in the Territory during the Term of | |||
the Agreement. | |||
Authorized Free TV runs: 2 (each with one re-run within | |||
48 hours) | |||
TV Channel authorized: DVOJKA RTVS – second | |||
channel | |||
The Pay TV Rights of the Films being reserved to | |||
Licensor, Licensee undertakes therefore to holdback its | |||
exploitation of the Free TV Rights of the Films in the | |||
Territory during the Pay TV windows, as the case may | |||
be. Licensor undertakes to timely inform Licensee of | |||
the dates and duration of such windows. | |||
INITIAL HERE
Page 1 sur 10
5. FINANCIAL TERMS:
Flat Fee: 14 000 EUR (fourteen thousand Euros) gross, with an allocation of 2 000 EUR (two thousand Euros) gross per Film |
Payment schedule: No withholding tax shall be deducted 6.000 Euros (six thousand Euros) gross on signature of this Short Form Agreement but no later than June 30th, 2020 for the Films n°5, 6 and 7 8.000, -Euros (eight thousand Euros) gross upon the delivery of the material and it´s technical acceptance but no later than September 30th, 2020 for the Films n°1, 2, 3 and 4. |
Payment instructions for remittance of funds: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, Bank Code: XXXXXX, Counter Code: XXXXXX, Account Number: XXXXXXXXXXX, Key code: XXXXXX, Iban: XXXXXXXXXXX, Swift Code: XXXXXXXX |
6. DELIVERY
The Licensee shall order the material to Licensor for the Films n°1 “And life goes on”, n°2 “Where is the friend’s house?”, n°3 “Through the olive trees” and n°4 “Taste of cherry” no later than one (1) month before the License start date (as specified in Exhibit 1) and shall not be allowed to use any material provided by a third party without Licensor’s prior written approval.
It is hereby specified that the Licensee is already in possession of the material of the Films n°5 “The piano teacher”, n°6 “Black cat, white cat” and n°7 “The general”.
The material shall be invoiced and delivered at Licensee’s delivery cost as follows:
Print material (to be invoiced at a price to be advised, unless otherwise stated):
[X] HD master of the Film in Original Version to be invoiced at 250 EUR gross per Film (1 000 EUR gross in total for the 4 films mentioned above)
[X] Original dialogue list and/or list of English subtitles of the Film (free)
Advertising material (according to availabilities):
To be invoiced: For free:
[X] Posters [X] Music Cue sheet
[X] Colour stills [X] Poster credit obligations
[X] Pressbooks [X] Press articles
[X] Transparencies [X] Synopses
[X] Transparency of the poster
No material shall be delivered unless and until payment of the first instalment of the Flat Fee (i.e.: 6.000 Euros) and material costs has been received by Licensor.
Licensor will be granted immediate unrestricted access to the dubbed or subtitle version created by Licensee according to the Specific Conditions as set out below.
7. SPECIFIC CONDITIONS
7.1. In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended an § 5a) of the Act No.211/2000 Coll. on free access to information and on amendments and supplement to certain acts (Freedom of Information Act), Licensee is obliged to publish this Agreement via Central Register of Contracts of the Government Office of Slovak Republic in its full wording.
7.2. Notwithstanding provision 2-d “Licensee Created Materials” of the General Conditions, Licensee undertakes to provide Licensor, upon request, with an access to the Slovak language version created subject to payment by Licensor of 50% of the declared dubbing/subtitled costs.
8. MISCELLANEOUS
This Short Form Agreement (the “Agreement”) consists of the Special Conditions (which includes Exhibit 1, if any) and the MK2 FILMS General Conditions (which includes the Definition of Rights) which shall together form one instrument which shall be read and construed accordingly save that in the event of a conflict between the Special Conditions and the MK2 Films General Conditions, the Special Conditions shall prevail.
Made in Paris on
THE LICENSOR THE LICENSEE
Xxxxxxxxx XXXXXXX Xxxxxxxx XXXXXX
EXHIBIT 1
FILM | DIRECTOR | ORIGINAL VERSION | COUNTRY OF ORIGIN | LICENSE START DATE |
Film 1: AND LIFE GOES ON… Original title: “Zendegui va digar Hitch…“ | Xxxxx Xxxxxxxxxx | Persian | Iran | November 1st, 2020 |
Film 2: WHERE IS THE FRIEND’S HOUSE? Original title: “Khaneye Doust Kodjast?” | Xxxxx Xxxxxxxxxx | Persian | Iran | November 1st, 2020 |
Film 3: THROUGH THE OLIVE TREES Original title: “Zir-e derakhtan zeytoun” | Xxxxx Xxxxxxxxxx | Persian | Iran | November 1st, 2020 |
Film 4: TASTE OF CHERRY Original title: “Ta’m-e gillas” | Xxxxx Xxxxxxxxxx | Persian | Iran, France | November 1st, 2020 |
Film 5: THE PIANO TEACHER Original title: “La Pianiste” (re-run) | Xxxxxxx Xxxxxx | French | Austria, France | July 1st, 2020 |
Film 6: BLACK CAT, WHITE CAT (re-run) | Xxxx Xxxxxxxxx | Romanian, Serbian, Bulgarian | Ex-Yugoslavia | July 1st, 2020 |
Film 7: THE GENERAL (re-run) | Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx | Silent | USA | July 1st, 2020 |
MK2 FILMS GENERAL CONDITIONS
The Licensor declares that he is the owner of all the exhibition rights to the Film(s), or that he is authorized by the owner and may consequently grant the rights hereunder, upon which the Licensee may rely without investigation in this respect.
1 – NATURE AND EXTENT OF RIGHTS GRANTED
a) Reserved Rights: Any rights, known or unknown, other than those granted in clause 4 of the Special Conditions are expressly excluded from this Agreement and constitute the Reserved Rights.
Consequently, this Agreement does not include: in particular (but without limitation) (i) stage rights, (ii) radio rights, (iii) the right to use scenes or musical passages from the Film(s) separately or in other film and/or (iv) the right to license excerpts of the Film(s) for use in other program.
b) Clips: Licensee shall have the right to use or make available for broadcast, free of charge, up to 2 minutes of the Film(s), and up to 45 seconds of the Film(s) for use on Licensee’s website, provided such uses are intended solely for the specific promotion and advertisement of the Film(s) itself.
c) TV: The satellite rights are restricted to the granted Territory.
TV5, CFI and other French TV channels broadcasting in the Territory are reserved to Licensor. d) Demand View: N/A
e) Festivals: N/A
f) Territory: The Licensee is expressly prohibited from exhibiting the Film(s) or any part thereof, or permitting it to be exhibited outside the Territory and a breach thereof shall result in seizure of such Film(s) and action for damages and cancellation of this Agreement, the rights automatically reverting to the Licensor with no further formalities.
The Licensor shall not be liable under any circumstances for fraudulent exhibition of the Film(s) by a third party in the Territory and such fraudulent exhibition shall not give the Licensee the right to terminate this Agreement.
The Licensor shall not be held responsible for the possible reception of television programs originating in other territories in the event that television rights to the Film(s) have been granted for a country not included in the Territory or territories of this Agreement.
g) Term: In case Licensee is authorized to grant its rights in this Agreement to a third party, such sub-license shall never exceed the Term of this Agreement.
h) Musical Rights: if the exploitation of the Film(s) in the Territory by the Licensee causes fees, sums, and/or any payments whatsoever, to be due to the authors, composers and/or publishers of the Film(s)'s music soundtrack (i.e. any musical piece incorporated in the Film(s) and/or embodied in the Film(s)'s physical master delivered by the Licensor to the Licensee) and/or to any such authors/composers/publishers' societies ("société de gestion collective"), in particular in consideration for the "public performance" and/or "mechanical reproduction" of the said music soundtrack, any and all such payments shall be made by the Licensee (and/or its sub-licensee as the case may be), at its (their) sole expenses, which shall not be deemed recoupable. Licensor confirms that the synchronization of the music with the Film(s) has duly been authorized by the music's assignees and that all related rights, i.e. publishing and mastering rights have been cleared for the purposes hereof.
2 – DELIVERY OF MATERIAL
a) Material order and payment instruction:
The Licensee shall order the Material to Licensor and shall not be allowed to use any materiel provided by a third party without Licensor’s prior written approval.
All Material furnished to Licensee by Licensor will be invoiced for unless otherwise stipulated in the Special Conditions. The delivery and insurance costs will be borne by Licensee, and delivery of Material will be made via Licensee’s carrier at Licensee’s the risk and peril.
Any payment made by the Licensee covering the cost of processing material (any print either in the original version, with or without sub-titles, or in the dubbed version, all dupes, colour negatives or positives for dupes, called lavender prints) shall represent the total rental of the printed material used during the term of this Agreement.
b) Duplicating Material:
The Licensee undertakes not to make or permit to be made any duplication, either partial or whole, of the delivered Material unless the Licensee has the Licensor's written consent. In the event such authorization is granted, all the material made by the Licenseeis and shall remain the property of the Licensor.
c) Dubbing and sub-titling:
In the event the Licensee is authorized to dub and/or subtitle in a foreign language, the Licensor shall be required to place at the Licensee's disposal, in a laboratory, pursuant to the terms of this Agreement, a dupe negative or lavender print and the international sound track, by which is meant sound and music tracks without the dialogue mixed or separated, optical or magnetic, under the conditions stipulated in paragraph e) herein below.
With the exception of the M&E track which may be loaned by the Licensor, the cost of such material will be advanced by the Licensee as Theatrical Distribution Expenses. Dubbing costs shall be agreed upon by the Licensor, and any cost in excess of the agreed-upon figure shall be one hundred per cent for the account of the Licensee. The Licensor may make, at cost price prevailing at the laboratory, as many prints as it may need of the dubbed or sub-titled version.
The Licensee undertakes to have the Film(s) dubbed or sub-titled in such a manner that the essence of the Film(s) shall not be modified by the translation of the dialogue.
The Licensee also undertakes to use, exclusively and in its entirety, the music which has been used in the original version of the Film(s). The Licensor shall not be held responsible for consequences arising from modifications which may have been made without prior authorization.
d) Licensee Created Materials:
Licensee will provide Licensor and its designees with immediate unrestricted free access to all alternate language tracks, subtitled tracks and dubbed versions, masters, advertising and promotional materials, artwork and other materials created or authorized by Licensee to exploit the Film(s) (“Licensee Created Materials”) for use by Licensor and/or its designees. Licensor is authorized to order directly the Licensee Created Materials from the suppliers. For that purpose, and upon request, Licensee will give to Licensor a laboratory access letter in the name of Licensor, for the Term of this Agreement. Licensor will pay Licensee promptly, upon request, for the actual cost of duplication and shipping to Licensor of any Licensee Created Materials and any possible applicable reuse fees.
Licensor will immediately become the owner of the worldwide copyright in all Licensee Created Materials, subject to a non- exclusive free license in favor of Licensee to use them during the Term solely for exploitation of the Licensed Rights. If such ownership is not allowed under a law in the Territory, the Licensee grants Licensor a non-exclusive free license to use all Licensee Created Materials worldwide in perpetuity without restriction.
e) Responsibility:
The material necessary for processing must be at the Licensee's disposal at the laboratory designated by the Licensor. However, the Licensor shall not be liable for delays in delivery by the laboratory or for the quality of the processing of the material delivered by the latter. Upon leaving the laboratory, all costs such as packing, transportation, insurance, customs duties and import levies and taxes, etc… pertaining to the material shall be at the Licensee's expense, in accordance with clause 4 hereafter.
f) Evaluation of Material:
The Material will be deemed acceptable unless Licensor receives written notice of any defect within 30 days from delivery (such written notice must be accompanied by a laboratory report of the specified defect(s)).
If any of the print material or pre-print is of a quality to make it technically unfit for the Licensee to exercise its rights hereunder, confirmed by the Licensor’s laboratory, the Licensor will provide the Licensee with an available replacement material, which cost of delivery will be borne by the Licensor.
g) Property of material:
Any Material provided by Licensor shall remain the property of the Licensor.
None of the material of the Film can be either attached or transferred for any reason whatsoever, including discontinuance of business, attachment, voluntary or judicial liquidation. Likewise, it cannot be held as security or attached by a third party. The Licensee undertakes not to deposit any negatives or any exhibition prints in a film archive without the Licensor's written permission.
h) Return of material:
Upon expiry of the Term or in case of termination, Licensee will return free of charge, to Licensor all Material supplied by Licensor and all Licensee Created Materials during the Term of this Agreement, unless Licensor should specify in writing that they should be destroyed in which event Licensee will supply a certificate of destruction. The Licensee shall inform all parties concerned of this fact. Shipping costs will be at Licensor's charge.
3 – GROSS RECEIPTS: NOT APPLICABLE
4 –DISTRIBUTION EXPENSES
Unless otherwise stipulated in the Special Conditions, expenses in connection with the exploitation of the Film(s) shall remain at Licensee’s own charge.
5 – CONDITIONS OF DISTRIBUTION
5.1. General conditions:
Licensee undertakes always to act in its capacity as Licensee for the Licensor's account, even if such business is transacted in Licensee's name.
The Licensee shall always actively exploit the Licensed Rights to the Film(s).
In case the Licensee has not exploited any of the Licensed Rights within one (1) year from the date of signature of the present Agreement, all or parts of the Licensed Rights will then immediately revert to the Licensor (at its discretion).
Except if dubbed and/or subtitled, the Film(s) shall be exhibited in the version delivered by the Licensor or its agent and the Licensee shall not make any changes or additions or make any cuts unless the Licensor or its agent has given written permission.
Specifically, Licensee undertakes:
a) to communicate to Licensor dates of broadcasts and will use its best efforts to provide any reviews or articles appearing in the press.
b) to comply with publicity and other requirements as detailed in clause 9 below including all advertising, credit and billing requirements notified to them by Licensor on delivery of Material and not to change or delete any credit, logo, copyright notice or trademark notice appearing on Film(s) materials or graphic materials supplied by Licensor.
c) to comply with all other obligations notify by Licensor in due time.
d) to submit to Licensor for prior written approval all promotional and marketing elements created.
5.2. Theatrical Exploitation: N/A
5.3. Video Exploitation: N/A
5.4. TV:
a) Notification: Licensee will notify Licensor in writing and in due time of television broadcast dates.
b) N/A
c) N/A
6 – PAYMENTS
Provided that the Agreement has been fully executed, timely payment of the Flat Fee described in the Special Conditions and Material costs (if any) is a condition precedent to the license of the Licensed Rights granted, and to the delivery of the Material as defined in the Special Conditions.
Failure or delay in providing an invoice and/or a taxation form shall not relieve Licensee from its obligations to timely remit any and all sums due Licensor under this Agreement.
7 – AUDIT: N/A
8 – NON-PERFORMANCE / CANCELLATION
A. Breach by Licensee
a) In the event of a breach by the Licensee of any of the terms, conditions or provisions of the this Agreement and/or any agreement concluded between the parties, and upon notice served by registered letter, fax or email with proof or receipt and if such breach has not been cured within 15 days following the date of dispatch, this Agreement shall be cancelled as a matter of right at the discretion of the Licensor, and the rights granted pursuant to this Agreement shall immediately and unconditionally expire and revert to the Licensor without any further action being required by either party.
In such event, all sums paid shall remain the absolute property of the Licensor and all sums owing shall become immediately payable to the Licensor without prejudice to its recovery of damages.
All the materials shall be put at the disposal of the Licensor no later than 48 hours thereafter.
Upon reversion to the Licensor of the rights granted hereunder all monies due to the Licensee either from theatres or from sub- distributors of the Film(s) hereunder shall be assigned to the Licensor ipso facto who shall be empowered to issue good and valid receipts.
b) Without prejudice of paragraph a), in the event of non-payment by the Licensee of any sum due to Licensor pursuant this Agreement, and should such breach not be cured within 30 (thirty) days following the date of dispatch of the corresponding invoice, all outstanding sums owed by the Licensee shall become immediately due, and as a penalty mutually agreed upon, these sums shall bear interest at the rate of 0.50 % for each week of delay.
The provisions contained in paragraphs a) and b) shall be applicable at the discretion of the Licensor either jointly or independently.
B. Breach by Licensor
a) In the event of a breach by the Licensor of its obligations in the case of non-delivery of the ordered Material, the Licensee shall have the right to demand, after notice by registered letter, fax or email with proof or receipt if such breach has not been cured within 15 days after date of dispatch, the cancellation of this Agreement and Licensor’s immediate repayment of the sums paid by Licensee.
b) In the event the producer decides, after the signature of this Agreement, not to undertake production of the Film(s), the Licensor shall have the option of canceling such Agreement. The Licensee must be notified of such cancellation by registered letter and at the same time, any sums of money advanced by the Licensee must be reimbursed to Licensee. It is expressly agreed that this cancellation made pursuant to the conditions herein cannot result in suit for damages.
c) Moreover, in case the names of the Film(s) director and/or cast specified in the Special Conditions are modified, Licensor shall promptly notify the Licensee by registered letter of all changes which have occurred in this respect. In such event, the Licensee shall have the option of canceling this Agreement within one month after receipt of the registered letter, and Licensor shall immediately refund any moneys received as a result of this Agreement. It is expressly agreed that this cancellation made pursuant to the conditions herein cannot result in suit for damages. Upon expiration of said delay, the Licensee shall be deemed to have accepted the changes notified and to have waived his option of cancellation provided for in the present paragraph.
C. Discontinuance of business
In the event of discontinuance of business, private liquidation, in the event of judicial liquidation or bankruptcy, or in the event of a transfer of a controlling interest in Licensee’s capital stock or other evidence of ownership, this Agreement may, at the sole option of the Licensor, be deemed and considered null and void. In the event that the Licensor exercises the said option, the rights stipulated in this Agreement shall be considered as never having been granted to the Licensee and shall automatically revert to the Licensor. In this event, all the sums already paid will remain the property of the Licensor without prejudice of and in addition to any compensation or damage.
In the event money is still owed to the Licensor, all sums owed to the Licensee either by motion picture theatres or by sub- distributors for the Film(s) hereunder shall be assigned, ipso facto, up to the amount of the outstanding sums, to the Licensor who, being authorized to collect such payments, shall then be able to issue good and valid receipts thereof.
In the event money is owed by the Licensee to any creditor whatsoever with respect to the Film(s) hereunder, the Licensor may in no way be held liable for such debts.
The Licensee expressly waives all rights to set off any expenditure for material. The Licensee shall be liable to the Licensor for any damages or losses occasioned under the Licensee's responsibility.
9 – PUBLICITY AND OTHER REQUIREMENTS
The Licensee shall undertake to leave the Licensor's trademarks, logos and the names of the producers, authors and actors on the Film(s)’s trailers and on all publicity material (posters, photographs…) furnished by the Licensor or its agent, to exhibit the prints supplied to it by the Licensor or its agent, neither changing nor adding to them, nor making any cuts unless he has received written authorization from the Licensor or its agent.
The Licensee undertakes to comply with all publicity obligations, advertising, credit and billing requirements of the Licensor, not only for the new list of credits, it such exists, but for any new publicity material edited by the Licensee and approved by the Licensor. In the absence of special notification, the Licensee undertakes to comply with the publicity obligations such as they appear on the Film(s)’ trailers and posters.
If the title is changed, the Licensee shall be required to submit the new title to the Licensor for prior written approval. The Licensee shall also require its sub-distributors and clients to comply with such conditions.
10 – PROHIBITION AGAINST ASSIGNMENTS
This Agreement cannot be assigned. Notwithstanding the foregoing, and provided the Licensee has sought and obtained Licensor’s prior written approval, the Licensee may grant sub-licences to third parties, but the Licensee shall remain liable for the execution of its obligations, jointly or independently with its own sub-distributors/sub-licensees.
11 – LITIGATION AND COMPLETE AGREEMENT
This Agreement shall be interpreted and governed by the laws of France. The parties agree to submit to the exclusive jurisdiction of Paris courts, France, any dispute regarding the validity, the execution or comprehension of this contract.
This Agreement contains the entire understanding of the parties regarding its subject matter, and supersedes all previous written or oral understandings or representations between the parties regarding its subject matter, if any. No modification or amendment of this Agreement will be effective unless in writing, and signed by both parties. This Agreement may be executed in any number of counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Executed copies of this Agreement sent by facsimile or transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) or electronic signature or other customary universal formats shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. It is agreed that an execution of the Agreement by electronic signature shall be the parties’ first choice. Should one party refuse to proceed as such, the other party shall be entitled to invoice an amount (up to 200 euros) for administrative treatment.
DEFINITION OF RIGHTS
Television Rights and Pay Per View Definitions:
1. Pay TV Rights Definitions:
Pay TV means Terrestrial Pay TV, Cable Pay TV and Satellite Pay TV exploitation of the Film. Pay TV does not include any form of PayPerView nor any form of making the Film available over the Internet.
Terrestrial Pay TV means over-the-air broadcast of Film 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 Film 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 Film and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
Cable Pay TV means originating transmission of Film 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 Film 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 Film and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
Satellite Pay TV means the uplink broadcast of a Film by means of an encoded signal to a satellite and its down-link broadcast to terrestrial satellite reception dishes for television viewing located in the immediate vicinity of their 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 Film 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 Film and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
DSL pay TV means the broadcast of a Film by means of a digital subscriber line using digital technology over single copper twisted pair or fiber optic telephone lines across a closed transmission path/network accessible (i) to viewers in private living places for use of a decoding device to view a channel that broadcasts the Film 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 Film and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
2. Free TV Rights Definitions:
Free TV means Terrestrial Free TV, Cable Free TV, and Satellite Free TV exploitation of the Film. Free TV does not include any form of PayPerView, nor any form of making the Film available over the Internet.
Terrestrial Free TV means over-the-air broadcast by Hertzian waves of a Film for television reception in private living places without a charge to the viewer for the privilege of viewing the Film, 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 Film for television reception in private living places without a charge to the viewer for the privilege of viewing the Film, 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.
Satellite Free TV means the up-link broadcast to a satellite and its down-link broadcast to terrestrial satellite reception dishes of a Film for television viewing in private living places located in the immediate vicinity of their reception dishes without a charge to the viewer for the privilege of viewing the Film, 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.
DSL Free TV means the broadcast of a Film by means of a digital subscriber line using digital technology over single copper twisted pair or fiber optic telephone lines across a closed transmission path/network accessible without a charge to the viewer for the privilege of viewing the Film, 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 DSL television system will be deemed a charge to the viewer.
3. Pay Per View Rights:
Pay Per View means NonResidential PayPerView and Residential PayPerView exploitation of a Film. PayPerView does not include any form of Pay TV or Free TV, nor any form of making the Film available over the Internet.
Residential PayPerView means the broadcast of a Film 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 Film at a time designated by the broadcaster for each viewing.
NonResidential PayPerView means the broadcast of a Film 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 Film at a time designated by the broadcaster for each viewing.
4. Catch Up Rights definitions:
Catch up means the right for TV channels to broadcast the Film on their “catch-up” TV services where the public can access the Film on demand without having to pay during a certain period following the TV broadcast of the Film.