Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: PROGRESS Film-Verleih GmbH Xxxxxxxxxxxxxxxx 00X
10117 BERLIN SRN
VAT č. DE137185881
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Xxxxxx Xxxx
Generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: 12 hraných filmov
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba 2,5 roka, od 1.7.2014 do 30.11.2016
Licencia na územie: Povolený jazyk:
Slovenská republika
Dabing – české verzie
Nákup českých verzií bude predmetom separátnej licenčnej zmluvy s majiteľom práv k verziám.
Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva simultánne šírenie káblovými rozvodmi a satelitom
Licenčný poplatok: 18.900,- EUR
Celková suma je predmetom 5%zrážkovej dane.
Splatnosť licencie: 100% úhrada licenčného poplatku po
podpise zmluvy najneskôr do 30.6.2014.
Podmienky dodania materiálu: Materiál bude dodaný v českej verzií
od majiteľa práv k českým verziam
Dátum dodania materiálu:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za PROGRESS Film-Verleih GmbH Xxxxxxx Xxxxxx
výkonný riaditeľ
Následne po podpise licenčnej zmluvy
doplnené v bode č.9 - Special Terms
za RTVS Xxxxxx Xxxx
generálny riaditeľ
DISTRIBUTION LICENSE AGREEMENT
This Distribution License Agreement is made as of May, 2014
between PROGRESS Film-Verleih GmbH Xxxxxxxxxxxxxxx 00X
10117 Berlin Germany
VAT No. DE 137 185 881
represented by its Managing Director, Xxxxxxx Xxxxxx
as Licensor
and Radio and Television
Mlynska Dolina 84545 Bratislava Slovakia
VAT No. SK2023169973
represented by its General Director, Xxxxxx Xxxx
as Licensee
A. BASIC DEAL TERMS
Subject to the attached “Further Contractual Terms and Definitions”, which form an integral part of this Agreement, Licensor licenses to Licensee the specific Licensed Rights in the Program during the License Period throughout the Territory as set forth below:
1. Program 1.1.
Original Title: Ulzana
Director: Xxxxxxxxx Xxxxxxx
Year of Production: 1974
Program duration: 95 min
Original Language: German
1.2.
Original Title: Der Scout
Director: Xxxxxx Xxxxxxx
Year of Production: 1983
Program duration: 100 min
Original Language: German
1.3.
Original Title: Xxxxx Xxxxx
Director: Xxxxxx Xxxxxxx
Year of Production: 1969
Program duration: 102 min
Original Language: German
1.4.
Original Title: Chingachgook – Die große Schlange
Director: Xxxxxxx Xxxxxxxxx
Year of Production: 1967
Program duration: 92 min
Original Language: German
1.5.
Original Title: Blutsbrüder
Director: Xxxxxx X. Wallroth
Year of Production: 1975
Program duration: 100 min
Original Language: German
1.6.
Original Title: Xxxxxxxx
Xxxxxxxx: Xxxxx Xxxxxxxx
Year of Production: 1978
Program duration: 82 min
Original Language: German
1.7.
Original Title: Osceola
Director: Xxxxxx Xxxxxxx
Year of Production: 1971
Program duration: 109 min
Original Language: German
1.8.
Original Title: Tecumseh
Director: Xxxx Xxxxxxxx
Year of Production: 1972
Program duration: 109 min
Original Language: German
1.9.
Original Title: Apachen
Director: Xxxxxxxxx Xxxxxxx
Year of Production: 1973
Program duration: 94 min
Original Language: German
1.10.
Original Title: Die Söhne der großen Bärin
Director: Xxxxx Xxxx
Year of Production: 1966
Program duration: 98 min
Original Language: German
1.11.
Original Title: Xxxxxxxxx Xxxxxx
Director: Xxxxxx Xxxxxxx
Year of Production: 1970
Program duration: 104 min
Original Language: German
1.12.
Original Title: Spur des Falken
Director: Xxxxxxxxx Xxxxxxx
Year of Production: 1968
Program duration: 121 min
Original Language: German
2. Territory
Slovakia
3. Licensed Rights
Exclusive Non-Exclusive
free-TV ………x……… ……………………
simultaneously broadcasted by basic cable and satellite
4. Authorized Language Versions
Dubbed: Czech
Subtitled: Czech
Licensee is allowed to use a Czech version. This version will Licensee receive from a Czech company on Licensee´s own expenses.
5. License Term
2 years and 5 Month, beginning from 1st July 2014 until 30th November 2016 2 runs per each film with quick repeat within 48 hours.
6.1 Licensee’s Financial Obligation
License Fee: 1.575,00 € for each program
Total amount: 18.900 €
6.2 Terms of Payment
The amount will be due upon execution of the contract and after the receipt of the original Licensor´s invoice no later than June 30th, 2014
7. Other Financial Terms
The total amount is a subject of 5% withholding tax. The Licensee will provide the Licensor with the original Tax Confirmation
8. Materials
Licensee will get access to the material of all 12 films in Czech version delivered by a Czech Company in accordance with a contract between licensee and this Czech company.
Licensor will only make available, if necessary:
- Music cue sheet
- Photos and press materials upon availability
9. Special Terms
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) 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.
B. FURTHER CONTRACTUAL TERMS AND DEFINITIONS
1. TERRITORY
The Territory means the countries listed in para. 2 of the Basic Deal Terms within their respective political borders.
In the event that broadcasts in the License Territory, which are intended for reception in the License Territory, may also be received outside the License Territory (so-called spillover), the parties agree that neither the contractual obligations of the Licensor nor those of the Licensee shall be deemed violated.
2. RIGHTS LICENSED
The extent of each of the Licensed Rights is defined as follows:
Free TV means standard over-the-air broadcast, or basic cable television transmission of any form of the Program for reception on a television receiver without a charge being made to the viewer for the privilege of viewing the Program. For purpose of this definition, neither governmental television receiver assessments or taxes nor regular periodic service charges (other than a charge paid with respect to Pay TV) paid by a subscriber to a cable television transmission service (i.e. “basic cable” charges) is a charge to the viewer. Free TV comprises transmission by ground based devices and hertzian waves as well as satellite transmissions and cable retransmissions.
The Dubbing Rights, i.e., the right - while safeguarding the author’s droit moral - to dub or redub the Program or to produce sub-titled or voice-over versions in the language if so indicated in para. 4 of the Basic Deal Terms and to edit such foreign language version to the same extent and to exploit such versions within the scope of rights granted hereunder.
3. DELIVERY
Licensor shall deliver to Licensee without delay and free of charge the Materials itemised in para. 8 of the Basic Deal Terms. Such Materials, which Licensor delivers on loan to Licensee shall be returned to Licensor free of charge within a period of two weeks after acceptance of such Materials by Licensee.
Licensor guarantees that the quality of the Materials to be delivered is such that it can be utilized for the scope of exploitation listed under para. 2 of the Basic Deal Terms.
Licensee shall accept or refuse the above mentioned materials within 14 days from actual delivery by written declaration, otherwise the Materials shall be deemed to be accepted by Licensee.
4. FINANCIAL TERMS
Should any “Disposition of Revenues” be indicated in para. 7 of the Basic Deal Terms, the following Financial Terms shall apply:
In consideration of the rights granted hereunder Licensee shall pay to Licensor a non-refundable minimum guarantee if so indicated in para. 6.1 of the Basic Deal Terms at installments and due dates as indicated in para. 6.2 of the Basic Deal Terms.
The Gross Receipts (as defined below) of the Program shall be applied by Licensee in the following order and manner:
First - until such time as Licensee has recouped the minimum guarantee - if any - and his distribution expenses according to xxxxx. 6.1 & 8 of the Basic Deal Terms, Licensor’s share shall be 100% of such Gross Receipts. All further expenses incurred within the scope of the distribution and exploitation of the Program shall be borne solely by Licensee from Licensee’s share of Gross Receipts.
Second - thereafter, all further receipts shall be applied according to the percentages indicated in para. 7 of the Basic Deal Terms.
The term “Gross Receipts” shall mean the aggregate of all gross monies derived by Licensee, its subsidiaries, affiliates, actually received in dealing in, and leasing, licensing, rental, distribution and exploitation of the Program and all rights therein licensed by this agreement in the Territory. In computing such gross monies there shall be no reduction allowed for subsidiaries´, affliates´, sublicensees´ or agents´ fees or commissions of any kind.
Licensee may only deduct, to the extent related to such gross monies, all monies to be paid by Licensee, its permitted sub-licensee, and agents as imposts, taxes and like charges, imposed by any government, or taxing authority based upon gross receipts, but not including any income, gross receipts or franchise taxes of Licensee, its sub- Licensee or agents.
Amounts payable hereunder shall be paid to Licensor without any deductions (banking charges, transmittal costs, etc.) and in that currency, as Licensor may determine. The rate of exchange shall be the official rate prevailing at noon on the last bank business day of the respective accounting period.
Licensee shall - commencing with the day when the Program is first released hereunder according to para. 11 of the Basic Deal Terms - submit to Licensor on a semi-annual basis an itemized statement of account covering the preceding three-month-period on the last working day of each month following such accounting period, which day shall also be the due date for the fulfillment of Licensee’s payment obligations under this Agreement resulting from the respective preceding term.
The said statement of account shall be in such form as Licensor may reasonably require but unless Licensee shall be otherwise notified such statement shall include the following particulars:
towns, theaters, exhibition terms (percentage or flat rates), playing time (play dates), box-office receipts
TV-stations (Free- and/or Pay TV), details of TV deals, in particular license term and number of transmissions receipts from video rentals, number of video cassettes sold, detailing whole sale and retailer price
details of deductions made, Licensee’s share, Licensor’s share
If Licensor requests upon reasonable prior written notice, Licensee shall permit a firm of certified public accountants to examine, at Licensor’s cost and expense, those books and records relating specifically to the distribution of the Program. The respective auditing costs shall be borne by Licensee, in case, such examination should reveal a discrepancy of more than 5% to the disadvantage of Licensor.
If Cross Collateralisation of Rights is not stipulated in para. 7 of the Basic Deal Terms, then each of the Licensed Rights as listed in para. 3 of the Basic Deal Terms shall be treated separate and apart from any other, and the payable amounts allocated to each of such Licensed Rights shall be treated as separate and independent accounting units and not be cross-collateralized or set-off. Amounts due for a specific Licensed Right may not be used to recoup amounts unrecouped for any other Licensed Right, or vice versa.
5. CREDITS
Licensor shall deliver to Licensee a complete statement of credits (for directors, actors and others), which are required relating to the Program. In all advertisements Licensee shall abide by the credits delivered to Licensee. Licensee may include its firm name, trademark or insignia on the main or end titles of the Program and all advertising relating to the Program and may announce on all duplicate prints that such picture is distributed in the License Territory by Licensee and/or its sublicensees.
6. ASSIGNMENTS
Licensee shall be entitled to sublicense the rights acquired under the present Agreement in whole or in part for use by third parties. Licensee shall nevertheless remain fully responsible for due performance of all terms of this Agreement.
7. TERM AND TERMINATION
This agreement is entered into for a period indicated in para. 5 of the Basic Deal Terms. This Agreement may be terminated with immediate effect by Licensor in the event that:
an order is rendered or any resolution is passed for the winding up or liquidation (whether voluntarily or compulsory) of Licensee or when a receiver is appointed;
Licensee commits a material breach of this Agreement and fails to remedy such breach within a cure period of 30 days from receipt of written notice to do so.
Licensee fails to duly fulfill its obligations, particularly its accounting and payment obligations, and such failure continues for a grace period of one month at the most.
The rights granted to Licensee shall automatically revert to Licensor upon receipt by Licensee of notice of termination from Licensor. Licensor shall be entitled to retain or collect from Licensee, as the case may be, all payments therefore made by Licensee or which are due as at the time of such termination. In addition Licensee shall be liable to Licensor for any and all damages resulting from such termination of the License Agreement.
8. RETURN OF MATERIALS, ETC.
At the expiration of the license period specified hereunder or the sooner termination hereof,
Licensee shall forthwith return to Licensor, or elsewhere as Licensor shall direct, without delay and free of charge, all usable versions of the prints, including all dubbed or subtitled versions prepared by Licensee, advertising materials and accessories (including trailers) and all other physical properties of the Program;
Licensee shall destroy all unusable prints and shall provide Licensor with an affidavit of such destruction.
9. WARRANTIES
Licensor warrants that it has acquired all the rights from authors, proprietors of neighboring copyrights and other proprietors necessary for the exploitation of the Program by the Licensee within the scope of the present Agreement. The sole exception to the above are the rights to be cleared by GEMA, GVL or similar copyright collecting or performing rights societies.
Upon Licensee’s request, Licensor shall furnish complete documentation evidencing its acquisition of the said rights (chain of title documentation).
Licensor declares that, with regard to the exploitation rights granted to Licensee, neither agreements nor unilateral claims or demands exist which might affect Licensee’s right of control for the said exploitation rights.
10. INFRINGEMENT OF RIGHTS
In the event that the rights transferred under the present Agreement are violated by third parties, Licensee agrees to take every appropriate measure to oppose such violations and to notify Licensor thereof as soon as such infringements are brought to Licensee’s attention.
In the event that the rights granted to Licensee under the present Agreement are violated by third parties, Licensor shall be entitled to take appropriate action itself to oppose such infringements. Licensee shall support Licensor in the defense of Licensor’s rights.
11. MISCELLANEOUS
The present agreement constitutes the entire Agreement between the parties and replaces all other previous agreements and understandings.
In the event that any provisions of the present agreement are or become invalid, the validity of the remaining provisions remains unaffected. The parties shall agree on the replacement of such provisions by provisions apt to attain the desired economic aim in view of the interests concerned. The same applies to bridging possible gaps in the present Agreement.
Any amendments to or modifications of the present agreement shall be made in writing so as to be legally effective. The same shall apply to the conditioning out of the present clause concerning the required written form.
The present Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The place of performance and venue is Berlin.
Place and Date of Signature:
Berlin , ……………… Bratislava , ..................
PROGRESS Film-Verleih GmbH Radio and Television
…………………………… ……………………………
Xxxxxxx Xxxxxx Xxxxxx Xxxx
(Licensor) (Licensee)