Licenčná zmluva na nákup licenčných práv programov

Licenčná zmluva na nákup licenčných práv programov

(výpis zo zmluvy)

Zmluvní partneri: STUDIOCANAL TV GmbH Xxxxxx-Xxxxxx-Xxxxx 0

80336 Xxxxxxx XXX

VAT DE202397654

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: Animovaný seriál 52 x 11´

Sólo animovaný titul – špeciál 22´ Hranné seriály 6 x 52´ a 8 x 50´

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

Trvanie zmluvy: Licenčná doba na 3 roky

rozsah licencií od 1.2.2021 do 30.4.2024

Licencia na územie: Povolený jazyk:

Slovenská republika slovenský – dabing

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

Vysielacie práva: Exkluzívne Terestriálne – Free TV práva vrátane simultánnej káblovej a satelitnej retransmisie, Free TV Catch up práva na 7 dní od dátumu premiérového vysielania.

Licenčný poplatok: 44.350,- EUR

Splatnosť licencie: úhrada 50% licenčného poplatku po podpise zmluvy k 31.1.2021

úhrada 50% licenčného poplatku po dodaní vysielacieho materiálu a jeho technickej akceptácií k 31.3.2021

Podmienky dodania materiálu:

Technické náklady za materiál:

po podpise zmluvy

technické náklady na HD materiál vo výške 2.167,- EUR

100% úhrada nákladov na materiál po podpise zmluvy.

Technické parametre materiálu: Material bude dodaný cez fpt

v technickej kvalite odsúhlasenej RTVS

Prístup k jazykovej verzií:

Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:

za STUDIOCANAL TV GmbH

Prístup k jazykovej verzií vyrobenej na náklady RTVS možný za podmienky úhrady 50% dabingových nákladov (bod 15.)

doplnené v bode 25 Confidentiality

za RTVS Xxxxxxxx Xxxxxx

generálny riaditeľ

PROGRAM LICENSE AGREEMENT

This program license agreement is entered into as of December 7, 2020 (“Effective Date”) by and between Licensor and Licensee (“Parties”) as set out below (“Agreement”). Subject to timely payment of the License Fee, Licensor licenses to Licensee, and Licensee accepts from Licensor, the Licensed Rights in the Program(s) throughout the Territory for the License Period in the Licensed Language(s) on the Licensed Channel(s) or Service(s) (as applicable) on the terms and conditions of this Agreement. All capitalized terms shall have the meaning as defined herein.

1. LICENSOR:	STUDIOCANAL TV GmbH Xxxxxx-Xxxxxx-Xxxxx 0 00000 Xxxxxx Xxxxxxx Local registration number: HRB 126 733 VAT registration number: DE 000000000 Tel: + 00 (00) 00 00 00-00 Fax: + 00 (00) 00 00 00-00 Sales Contact: Xxxxx Xxxxxxxxxxx Tel: x00 (0)000 000 0000 E-Mail: xxxxx.xxxxxxxxxxx@xxxxxxxxxxxxx.xxx Delivery Contact: xxxxxx.xxxxx@xxxxxxxx.xx; xxxxxx.xxxxxxxxxx@xxxxxxxx.xx; xxxxxx.xxxxxx@xxxxxxxx.xx Legal Contact: xxxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx Accounting Contact: xxxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx Marketing Contact: xxxxxxxxx@xxxxxxxxxxxxx.xxx
2. LICENSEE:	Radio and Television of Slovakia Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx Slovak Republic Represented by Mr. Xxxxxxxx Xxxxxx, General Director Local registration number: 47232480 VAT registration number: SK2023169973 Sales Contact: Xxxxxxxx Xxxxxxxxx Tel: x000 0 0000 0000 E-Mail: xxxxxxxx.xxxxxxxxx@xxxx.xx Xxxxxxxx Contact: Xxxx Xxx (xxxx.xxx@xxxx.xx) Legal Contact: Xxxxxxxx Xxxxxxxxx (xxxxxxxx.xxxxxxxxx@xxxx.xx) Accounting Contact: Xxxxxxxx Xxxxxxxxx (xxxxxxxx.xxxxxxxxx@xxxx.xx)
3. PROGRAM(S):	THE ADVENTURES OF PADDINGTON – SEASON 1 Number of Episodes: 52 Length of Episodes: approx. 11 min. THE ADVENTURES OF XXXXXXXXXX CHRISTMAS SPECIAL - SEASON 1 Number of Episodes: 1 Length of Episodes: approx. 22 min. YEARS & YEARS – SEASON 1 Number of Episodes: 6

	Length of Episodes: approx. 52 min. (one commercial hour) ZERO ZERO ZERO – SEASON 1 Number of Episodes: 8 Length of Episodes: approx. 50 min. (one commercial hour)
4. TERRITORY:	Slovakia
5. LICENSED LANGUAGE(S):	Licensee shall have the right to make the Programs available in the Territory during the License Period in the following language(s) on a dubbed and/or subtitled basis: Slovakian (“Licensed Languages”).
6. LICENSED RIGHTS:	Exclusive Rights: ⌧ Free TV Rights (terrestrial transmission incl. simultaneous cable and satellite retransmission) ⌧ Catch Up Rights until 7 days after the initial broadcast, geo-blocked, steaming via xxx.xxxx.xx All rights in relation to the Licensed Program not expressly granted to the Licensee under this Agreement are reserved to the Licensor (“Reserved Rights”) and it is acknowledged that the Licensor shall be free to exploit such rights in any manner in its sole discretion. For the avoidance of doubt, any Non-Theatrical Rights shall be excluded from this Agreement and shall remain with Licensor.
7. LICENSED CHANNEL OR SERVICE:	Licensee shall be authorized to exploit the Licensed Rights via the Channel(s) currently known as “Jednotka”, “Dvojka”, “Trojka” (“Licensed Channel”) and/or via the Service(s) currently known as “xxx.xxxx.xx” (“Licensed Service”).
8. LICENSE PERIOD:	Licensee shall be entitled to exploit the Licensed Rights for a period of 3 (three) years, subject to the Start Date and End Date as defined below (hereafter “License Period”).
9. START DATE AND END DATE:	The License Period of each Program shall commence on the Start Date indicated in Schedule A and shall terminate the earlier of i) the End Date indicated in Schedule A or ii) after the completion of the last exhibition granted herein.
10. NUMBER OF EXHIBITIONS:	3 (three) Exhibitions during the License Period. An Exhibition is defined as 2 broadcast(s) in a 48hrs period.
11. NOTICES:	Licensee shall send Licensor written notice of the final broadcast dates before the initial exhibition to: xxxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx; xxxxxxxxx@xxxxxxxxxxxxx.xxx
12. LICENSE FEE:	Per Program / Per Episode License Fee: As per Schedule A. Total License Fee: EUR 44,350 (forty-four thousand three hundred fifty Euros) The License Fee is a minimum net sum and no taxes (except the applicable withholding tax if reduction/exemption is possible pursuant to applicable tax treaty), nor charges may be deducted from it. A withholding tax of 5% is applicable between Germany and Slovakia which Licensee has to reduce from the payment of the Total License Fee to Licensor. Licensee shall then provide to Licensor a tax confirmation from Licensee’s tax authorities to enable Licensor to claim a rebate or deduction for, or repayment of, such withholding tax paid.

13. DELIVERY MATERIALS AND MATERIAL FEE:	The Programs will be delivered to Licensee in the original language. Licensor will provide Licensee with access to materials in respect of the Programs in the following format (“Delivery Materials”): XDCAM HD422 MXF to be sent via Aspera. Per Program / Per Episode Material Fee: As per Schedule A. Total Material Fee: EUR 2,167 (two thousand one hundred sixty-seven Euros) The Material Fee shall be at Licensee’s sole charge.
14. PAYMENT TERMS:	Licensee shall pay the Total License Fee and the Total Material Fee in respect of the Programs as follows: A. Total License Fee: 50% due upon signature of the Agreement and in no event later than 31st January 2021; 50% due after delivery of Delivery Materials and Technical Acceptance and in no event later than 31st March 2021. B. Total Material Fee: 100% due upon signature of the Agreement. Payment Instructions: All amounts will be paid by Licensee via wire transfer as per invoice. All payments shall be made within fifteen (15) business days of receipt of the respective invoice.
15. DUBBED/ SUBTITLED VERSION:	The Licensed Language version (including dubbing and/or subtitling in the Licensed Language) shall be created by Licensee at its expense. Should Licensor request a copy of any files or tapes created by Licensee hereunder, Licensee shall deliver or provide Licensor with unrestricted access such files or tapes and the right to use them on a worldwide basis and in perpetuity, upon payment of a one-time access fee equal to 50% of Licensee’s actual, out-of-pocket and documented costs of production and creation of such files or tapes, provided that Licensor shall pay all costs of shipping such files or tapes from Licensee to Licensor.
16. TECHNICAL ACCEPTANCE OF DELIVERY MATERIALS:	The Licensee shall examine the Delivery Materials upon receipt and shall notify the Licensor in writing as soon as reasonably practicable, but in any event within 30 (thirty) calendar days from receipt of the Delivery Materials, of any defect that prevents use of the Delivery Materials (or any part thereof). If Licensee provides such a notice, Licensor shall remedy the deficiencies within 15 (fifteen) working days starting from Licensee’s request (“1st Cure Period”). If Licensor replaces any such non-conforming Delivery Materials with Delivery Materials that are also then found to be defective or non- conforming and/or does not deliver any replacement Delivery Materials within the 1st Cure Period, then Licensor shall remedy such deficiencies within another 15 (fifteen) working days starting from Licensee’s request (“2nd Cure Period”). If Licensee does not notify Licensor of any defect in the Delivery Materials within 30 (thirty) calendar days from receipt of the Delivery Materials, acceptance of the Delivery Materials shall be deemed to have taken place (“Technical Acceptance”).
17. EDITING RIGHTS:	Subject to the moral rights of the author of the Program and to any restrictions notified to Licensee by Licensor in writing, Licensee may edit the Program for the purpose of dubbing and subtitling in the Licensed Language(s), for formatting purposes, to insert commercial announcements (and provided such announcements are made during natural breaks in the Program), to

	conform to time segment requirements, or to create promotional materials. In exercising these rights, Licensee may not alter or delete any credit, logo, copyright notice or trademark notice appearing in the Program nor include any material in the Program other than the credit or logo of Licensee or a legally required notice. Editing of the Program in any manner other than as described hereof and substituting a new title for the Program shall be subject to the prior written approval of Licensor.
18. ADVERTISING AND PROMOTION:	Subject to any restrictions notified to Licensee by Licensor in writing, Licensor hereby grants to Licensee the non-exclusive right and license to: (a) advertise, publicize, and promote the exhibition of the Program all media in the Territory; and (b) include in all such advertising, promotions or publicity for the Program the name of the Program, excerpts/clips of up to 3 (three) minutes in length and 5 (five) minutes in the aggregate from the Program, and use the name and approved biography, recorded voice and/or likeness of any person appearing in and/or associated with the Program for the purposes of advertising, exploiting and publicizing the Program, but not as an endorsement for Licensee’s brands or any other product or service. Licensor shall provide to Licensee, to the extent such materials are available to Licensor at no additional cost, slides, images and other promotional materials for the Programs, all duplicating, shipping and other costs incurred in obtaining and utilizing such materials to be paid by Licensee. In exercising these rights, Licensee shall not change the title of the Program without Licensor’s prior written consent. For the avoidance of doubt, Licensee shall have the right, but not the obligation, to advertise and promote the Program. Licensee will comply at all times with all required screen credits, paid advertising, publicity and promotional requirements, name and likeness restrictions and other 3rd party obligations, as supplied by notice from Licensor prior to or contemporary with Materials, as well as with all guild and union requirements. Should Licensor request a copy of any promotional material created by Licensee hereunder, Licensee shall deliver or provide Licensor with unrestricted access to such material and the right to use them on a worldwide basis and in perpetuity at no additional costs.
19. DEFINITIONS:	“Catch Up Rights” shall mean the right to exploit the Program by making it available at no additional charge for the user for a limited time following a scheduled linear broadcast of the Program by means of streaming on the Licensed Service (provided that access to such Service is geoblocked to restrict access to users in the Territory) and in accordance with the following regulations (“Catch Up Usage Rules”): • each episode may be available only until 7 (seven) days after the initial broadcast of such episode on the Licensed Channel (excluding re-runs); • no more than the number of episodes equal to fifty-percent (50%) of the total number of the most recently aired in-season episodes are made available at any given time; • such rights are exploited solely via websites and apps that are wholly owned, directly operated, controlled by, solely branded and programmed by Licensee; and • each episode permitted above shall be commercially interrupted (and each such episode shall include no less than the number of commercial interruptions as the linear broadcast with fast forward disabled); • the version exploited on the catch-up Licensed Service shall be identical to the version on the linear Licensed Channel. “Free Television Rights” or “Free TV Rights” shall mean the right to make the Program available on a linear scheduled basis on the Licensed Channel

by means of over the air signals, cable or satellite or any other electronic or non-tangible means which is free and/or ad-supported, and/or which is publicly funded. Free TV excludes Catch Up Rights. “Non-Theatrical Rights” shall mean the right to deliver and/or exhibit the Program to audiences at the physical facilities (i) of airplanes, trains, ships and other forms of common carrier transportation, (ii) of schools, colleges and other educational institutions, government agencies, libraries, religious and civic groups, clubs and services organizations, (iii) of non-public areas of hotels, motels and other lodging, and (iv) shut-in institutions, prisons, hospitals, nursing homes, retirement centers, offshore drilling rigs, logging camps and construction camps, and for which exhibition an admission fee may be charged.

20. INTERNET TRANSMISSION:

Licensee shall not exploit or authorize the exploitation via the Internet of the rights granted herein unless and until (i) the viewing of the Program is in an encrypted linear form without alteration of the original continuity of, or sequence of images comprising the Program; (ii) access to the Program is verifiably confined to recipients located solely in the Territory, and Licensee is able to differentiate for access to such transmissions of the Program viewers within the Territory (with an IP address located within the Territory, or any identification data which identifies the location of the viewer to be within the Territory), from viewers outside the Territory, and to grant access to the Licensed Rights as authorized under this Agreement; and (iii) anti- piracy technology (including DRM) generally recognized in the entertainment industry is available and employed, which restricts access to the Program on a geographic basis within the Territory and which is adequate to prevent the unauthorized download, dissemination, reproduction, copying, retransmission and alteration or other similar acts of piracy of the Program by the recipient. Licensor acknowledges and agrees that Licensee’s exhibition of the Program by means of encrypted satellite transmission or through the Internet may be inadvertently received outside of the Territory licensed pursuant to this Agreement (such reception shall be referred to herein as “Spillover”), and that the inadvertent and temporary occurrence of such Spillover shall not be considered a breach of the Agreement by Licensee provided that (i) the transmission of the Program by satellite is securely encrypted so that reception outside the Territory other than by means of an authorized decoding card or equivalent equipment is precluded and technology safeguards and effective state-of-the-art industry standard digital rights management (“DRM”) to prevent unauthorized exhibition, copying or retransmission of the Program are in place, (ii) such Spillover is the result of (a) unanticipated and inadvertent failure of the appropriate and required security measures or (b) the ability of a limited number of technologically advanced individuals (i-e “hackers”) to circumvent the applicable security, copy protection and geo-filtering technologies used and (iii) in each case, Licensee shall make its best efforts once such Spillover and circumvention are discovered to cease or prevent such circumvention from resulting in further access by or exhibition to any unauthorized viewers. In any case, Licensee shall not seek viewers for the Program outside the Territory nor permit the Program to be available to viewers outside the Territory. Licensee shall neither collect nor attempt to collect any fees, royalties or other payments in connection with such Spillover, nor shall Licensee advertise or promote its exhibition of the Program outside of the Territory. Likewise, Licensor does not grant exclusivity protection against any temporary or inadvertent Spillover in the Territory of a broadcast or simultaneous retransmission of the Program originating outside the Territory,

	whether terrestrial, cable satellite or via the Internet. Licensee acknowledges and agrees that any such Spillover shall not be considered a breach of the Agreement by Licensor. Both parties further acknowledge and agree that compliance (by Licensee, Licensor or Licensor’s licensees) with the provisions of Regulation (EU) 2017/1128 of the European Parliament and of the Council of 14 June 2017 on cross-border portability of online content services in the internal market shall not be considered to be a breach of this Agreement.
21. ASSIGNMENT:	Licensee may not assign or transfer this Agreement in whole or in part without the prior written consent of Licensor. If Licensor does consent to any such assignment or transfer, then this Agreement will be binding on such authorized assignee or transferee but will not release Licensee of any of its obligations under this Agreement. Licensor may assign, transfer or sublicense this Agreement or any of its rights under this Agreement, but no such assignment, transfer or sublicense will relieve Licensor of its obligations under this Agreement, unless it is to a company which owns or acquires all or substantially all of Licensor's assets.
22. WARRANTIES AND REPRESENTATIONS:	Licensor represents and warrants that: a) Licensor has the full right, power and authority to enter into and to perform this Agreement. b) Licensor has not entered into any agreement of any kind which may interfere with the performance of this Agreement. c) Notwithstanding the foregoing, the Licensed Rights do not cover the permission of copyright collecting societies, if such permission must be obtained for the exploitation of the Program under this Agreement in the Territory. It is Licensee's sole responsibility to negotiate with the collecting societies and to pay any and all royalties due to them (including but not limited to mechanical royalties and performing royalties). The same refers to any rights in the trailer music contained in trailers to the Program. Licensee represents and warrants that: a) Licensee has the full right, power and authority to enter into and to perform this Agreement. b) Licensee has not entered into any agreement of any kind which may interfere with the performance of this Agreement. c) Licensee will honor all restrictions on the exercise of the Licensed Rights or any other rights granted in this Agreement as such restrictions may be duly given to Licensee by Licensor in conformity with this Agreement. Licensee will not exploit any Reserved Rights in the Program or any other rights not specifically licensed to Licensee in this Agreement, nor will Licensee exploit the Program outside the Territory or after the end of the License Period. d) Licensee will comply at all times with all required screen credits, paid advertising, publicity and promotional requirements, name and likeness restrictions, guild and union requirements and other 3rd party obligations, as supplied by notice from Licensor prior to or contemporary with Delivery Materials.
23. INDEMNIFICATION:	Each party to the Agreement shall hold harmless and indemnify the other party against any type of damages, claims, losses, cost, expenses, including reasonable external legal fees, but excluding lost profits, which a party may incur as a result of any claim, action or proceeding arising out of or resulting from the failure to honor obligations, warranties or representations stipulated in this Agreement.

24. TERMINATION:	Either party shall have the right to terminate this Agreement, in respect of one or all of the Programs, in the event that the other commits a material breach or default of a material provision of this Agreement in respect of such Program and fails to remedy such breach (if capable of remedy) within thirty (30) calendar days of receiving written notice to do so. Notwithstanding the foregoing, the section “Technical Acceptance of Delivery Materials” above shall be applicable for any failure to deliver in compliance with this Agreement. The License Period of such Program shall terminate automatically upon termination of this Agreement in respect of such Program pursuant to this clause. In addition, either party shall have the right to terminate this Agreement upon the giving of written notice to the other, without prejudice to any other rights or remedies of that party under this Agreement or under any statute or common law if the other party suspends payment to its creditors or generally is unable to pay its debts as and when they fall due or suffers the making of an administration order or has a receiver (including an administrative receiver) or manager appointed of the whole or any part of its assets or if any order is made or a resolution passed for its winding up (except for the purpose of amalgamation or reconstruction) or if it enters into any composition or arrangement with its creditors or calls a meeting of its creditors with intent to enter into such an arrangement or composition or if it ceases to carry on business or the other party suffers the occurrence of any similar event under the law of the Territory or a country in which the other party is incorporated and/or resident.
25. CONFIDENTIALITY:	The terms of this Agreement shall be confidential as between the parties hereto save as required by law or governmental authority or save to the extent Licensor is contractually required to disclose the terms of this Agreement to underlying rights holders in the Program, Licensor’s professional advisors (including auditors) or Licensor’s parent or affiliated companies.
26. FINAL CLAUSES:	In the event that individual provisions of this Agreement are invalid or become invalid, the remaining provisions of this Agreement shall remain unaffected. In that event, the invalid provision shall be substituted by a provision that most closely reflects the pursued economic purpose of the invalid provision. The same shall apply in the event that the Agreement turns out to be incomplete. Changes and amendments to this Agreement must be made in writing. The same applies to the abrogation of the written form requirement. This Agreement expresses the entire understanding of the parties. Oral agreements, if any, become invalid with execution of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original and each of which, when taken together, shall constitute one and the same instrument. Executed signature pages of this Agreement sent by facsimile or transmitted electronically by a format including, but not limited to, PDF, TIFF or JPG shall have the same force and effect as original documents. This Agreement and any dispute arising in connection therewith shall be governed by and construed in accordance with the laws of Germany and the parties submit to the exclusive jurisdiction of the Courts of Munich in Germany.

The Parties have entered into this Agreement on the day, month and year first above written.

LICENSOR LICENSEE

Signature: Signature:                 Name: Name:                   Title: Managing Director Title:                    Schedule A

Program:	License Period:	Start Date:	End Date:	License Fee:	Material Fee:
The Adventures of Paddington – Season 1 Episodes: 52 Length: approx.11 min	3 Years	1st May 2021	30th April 2024	Per episode: € 250 Total: € 13,000	Per episode: €15 Total: €780
The Adventures of Paddington Christmas Special - Season 1 Episodes: 1 Length: approx.22 min	3 Years	1st May 2021	30th April 2024	Per episode: € 550 Total: € 550	Per episode: €15 Total: €15
Years and Years – Season 1 Episodes: 6 Length: approx.60 min	3 Years	1st Feb 2021	31st Xxx 2024	Per episode: €2,200 Total: €13,200	Per episode: €98 Total: €588
ZeroZeroZero – Season 1 Episodes: 8 Length: approx.60 min	3 Years	1st April 2021	31st March 2024	Per episode: €2,200 Total: €17,600	Per episode: €98 Total: €784
Total:				€ 44,350	€ 2,167