Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: TRUE COLOURS glorious films S.r.l.
Largo Italo Gemini, 1 00161 RÍM
Taliansko
VAT č. IT13561371009
Zastúpená: Xxxxxxxx Xxxxxxxxxx
prezident spoločnosti
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: hraný film – 120´
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 1.12.2019 do 30.11.2022
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing, titulky
Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva vrátane simultánnej káblovej a satelitnej retransmissie, catch up práva
Licenčný poplatok: 3.500,- EUR
Splatnosť licencie: Úhrada celkovej sumy po dodaní vysielacích materiálov a ich technickej akceptácií.
Podmienky dodania materiálu:
Technické náklady za materiál:
po podpise licenčnej zmluvy
250,- EUR
Technické parametre materiálu:
Prístup k jazykovej verzií:
Materiál bude dodaný cez ftp podľa technickej špecifikácie RTVS.
povolený za 50% výrobných nákladov ustanovenie doplnené v bode Special additional programs relating to the picture.
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za TRUE COLOURS glorious films S.r.l.
Xxxxxxxx Xxxxxxxxxx prezident
doplnené v bode 8 – Special provision
za RTVS Xxxxxxxx Xxxxxx
generálny riaditeľ
INTERNATIONAL MULTIPLE RIGHTS DISTRIBUTION AGREEMENT N° TC2019V157
- DEAL TERMS -
Date: This International Multiple Rights Distribution Agreement (the “Agreement”) is made as of , 2019 (the “Effective Date”) BETWEEN
LICENSOR : TRUE COLOURS glorious films S.r.l., whose registered office is located at Xxxxx Xxxxx Xxxxxx, 0 - 00000 Xxxx (Xxxxx), VAT number IT13561371009, represented by its President Mr. Xxxxxxxx Xxxxxxxxxx, and
DISTRIBUTOR : RADIO and TELEVISION of SLOVAKIA, whose registered office is located at Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx (Xxxxxxxx), VAT number SK2023169973, represented by its General Director, Mr. Xxxxxxxx Xxxxxx
IN CONSIDERATION OF AND SUBJECT TO TIMELY PAYMENT BY DISTRIBUTOR OF ALL MONIES DUE LICENSOR AND DISTRIBUTOR’S FULL PERFORMANCE AND OBSERVANCE OF ITS UNDERTAKINGS AND WARRANTIES UNDER THIS AGREEMENT, LICENSOR GRANTS TO DISTRIBUTOR, AND DISTRIBUTOR ACCEPTS FROM LICENSOR, THE LICENSED RIGHTS IN THE PICTURE THROUGHOUT THE TERRITORY FOR THE TERM IN THE
AUTHORIZED LANGUAGES SUBJECT TO THE HOLDBACKS IDENTIFIED BELOW ON ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. THE PICTURE: IL SINDACO DEL RIONE SANITA’ (The Mayor of Rione Sanità)
WITH THE FOLLOWING KEY ELEMENTS: A feature-length motion picture directed by Xxxxx Xxxxxxx
Starring: Xxxxxxxxx Xx Xxxx, Xxxxxxx Xx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxxxxxx Xxxxx Genre: Drama
Original Language: Italian Approximate length: 120’ min.
Italian Theatrical Release: September 30th, 2019
2. THE TERRITORY: (AS ITS POLITICAL BORDERS EXIST ON THE DATE OF THIS AGREEMENT): Slovakia.
3. AUTHORIZED LANGUAGE(S): Distributor is entitled to exploit the Picture in its Original language version either dubbed and/or subtitled in Slovak Language subtitling and voice over, and its Original version for Video (provided that the packaging and menus are in the Slovak language) and Television Rights (geoblocked & as an option to the dubbed/subtitled Slovak subtitling and voice over).
4. AGREEMENT TERM/LICENSE PERIOD: The License Period for all Licensed Rights under this Agreement (the “Term”) starts on December 1st, 2019 and automatically ends three (3) years later on November 30th, 2022.
5. LICENSED RIGHTS - EXCLUSIVE: Licensor grants and licenses to Distributor exclusive the right to distribute, exhibit, market and exploit the Picture in the following media:
FREE TELEVISION (Terrestrial, Cable, Satellite, Digital): Free Terrestrial rights including simultaneous retransmission via basic cable and satellite on Slovakia; INTERNET/ONLINE (Downloading, Streaming, IPTV, VOD): Catch up rights for streaming via the website xxxx://xxx.xxxx.xx/, geoblocked, for a minimum of 7 days after the first broadcasting.
TELEVISION SPECIFICATIONS: THE NUMBER OF TELECASTS SHALL BE LIMITED TO TWO (2) WITH A QUICK REPEAT WITHIN 48 HOURS. ANY TRANSMISSION METHOD NOT EXISTING AT THE PRESENT DATE BUT CREATED DURING THE TERM SHALL ALWAYS BE SUBJECT TO LICENSOR’S PRIOR APPROVAL. IF DURING THE TERM, BROADCASTERS IN THE TERRITORY MAKE THEIR BROADCAST SIMULTANEOUSLY AVAILABLE ON THE INTERNET OR THROUGH MOBILE NETWORKS, THEN DISTRIBUTOR SHALL GIVE GOOD FAITH CONSIDERATION TO AUTHORIZING SUCH PRACTICE THAT IT WILL ONLY OCCUR SIMULTANEOUSLY WITH A BROADCAST OF THE PICTURE BY ‘TRADITIONAL’ WAYS AND WILL INCORPORATE TECHNOLOGICAL SAFEGUARDS THAT LIMITS AVAILABILITY TO THE TERRITORY AND RESTRICT COPYING AND/OR DOWNLOADING OF THE PICTURE. LICENSOR SHALL KEEP THE NON-EXCLUSIVE RIGHT TO EXPLOIT THE PICTURE IN ITS ITALIAN LANGUAGE VERSION (DUBBED AND/OR SUBTITLED) ONLY ON AN ITALIAN MULTI-TERRITORY TV BROADCASTER WHICH MAY BE CAPABLE OF RECEPTION IN THE TERRITORY.
INTERNET SPECIFICATIONS: DISTRIBUTOR WILL NOT EXPLOIT OR GRANT TO/AUTHORIZE ANY THIRD PARTY THE RIGHT TO EXPLOIT NEW MEDIA/INTERNET RIGHTS IN THE TERRITORY UNTIL SUCH TIME AS TECHNOLOGY RECOGNIZED IN THE MOTION PICTURE INDUSTRY IS IMPLEMENTED AND USED IN ORDER TO PREVENT RETRANSMITTING, TRANSFERRING, REFORMATTING OR ALTERING THE PICTURE AND STRICTLY LIMITS THE EXPLOITATION OF THE PICTURE WITHIN THE TERRITORY, I.E. UNLESS (1) ANY FIXED OR WIRELESS SERVICE/SYSTEM USED TO ACCESS THE PICTURE INCORPORATES THEN CURRENT TECHNOLOGICAL SAFEGUARDS TO ENSURE ACCESS TO THE PICTURE IS LIMITED SOLELY TO END USERS WHOSE HABITUAL RESIDENCE IS VERIFIABLY LOCATED WITHIN THE TERRITORY AND TO DEVICES WHOSE FIXED OR WIRELESS SYSTEM (INCLUDING BUT NOT LIMITED TO THE INTERNET) ADDRESSES ARE VERIFIABLY LOCATED WITHIN THE TERRITORY (SOMETIMES KNOWN AS GEOFILTERING) (BROADBAND SERVICES TO CLOSED END USERS EG “WALLED GARDENS” THAT ARE NOT ACCESSIBLE BY OR TO THE INTERNET INCLUDING USING SET TOP BOXES ARE HEREBY PRE-APPROVED); AND (2) ANY DIGITAL COPY OF THE PICTURE INCORPORATES ALL COMMERCIALLY REASONABLE AND CURRENT DIGITAL RIGHTS MANAGEMENT (DRM) TECHNOLOGY THAT IS STATE OF THE ART AND ACCEPTED/ADOPTED BY THE INDUSTRY IN THE TERRITORY (OR APPLICABLE PART THEREOF) AND RESTRICTS UNAUTHORISED ACCESS, COPYING, EDITING, STREAMING AND DOWNLOADING OF SUCH COPIES BOTH BEFORE AND AFTER AUTHORISED ACCESS.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN OR INVENTED OR KNOWN AT THE TIME OF SIGNING ARE RESERVED TO LICENSOR FOR ITS UNRESTRICTED USE AND DISPOSITION, INCLUDING WITHOUT LIMITATION: ANCILLARY, CINEMATIC, HOME VIDEO, PAY TV, MERCHANDISING, MULTIMEDIA, AIRLINE, SOUNDTRACK, MUSIC PUBLISHING, SUBSEQUENT PRODUCTIONS AND LITERARY RIGHTS.
6. FLAT FEE/PAYMENTS:
Distributor shall irrevocably pay Licensor a Flat Fee (the “Flat Fee”) corresponding to all Licensed Rights, net of any tax, cost or any fiscal impost or duties (a minimum net sum and no deductions of any kind may be made from it), except the applicable local withholding tax, if any, in the amount of EUROS 3,500 (Three Thousand Five Hundred Euros), payable by wire transfer of unencumbered funds, free of any transmission charges, to the account as set forth in the corresponding invoice(s) and no later than as follows:
- 100% (EUROS 3,500) after delivery of material and its technical acceptance.
NO RIGHT WHATSOEVER IN THE PICTURE SHALL VEST WITH DISTRIBUTOR UNTIL LICENSOR HAS RECEIVED FULL AND TIMELY PAYMENT OF THE FLAT FEE. IN CASE DISTRIBUTOR IS REQUIRED TO PAY/RETAIN ANY WITHHOLDING TAX PAYABLE ON THE FLAT FEE, THEN DISTRIBUTOR SHALL PROVIDE LICENSOR WITH THE RELEVANT DOCUMENTATION ISSUED BY THE LOCAL TAX AUTHORITIES INDICATING DISTRIBUTOR’S PAYMENT OF THE WITHHOLD AMOUNT AT ITS EARLIEST CONVENIENCE, AND AT THE LATEST BY MID-FEBRUARY OF THE YEAR FOLLOWING SUCH PAYMENT. NO DELIVERY OF ANY MATERIAL SHALL BE MADE UNTIL RECEIPT BY LICENSOR OF ANY INSTALMENT OF THE FLAT FEE DUE PRIOR TO DELIVERY HAS BEEN FULLY RECEIVED BY LICENSOR AND COST OF SAID MATERIAL HAS BEEN PAID IN FULL BY DISTRIBUTOR TO LICENSOR. SUBJECT TO THE RECEIPT OF EACH CORRESPONDING INVOICE, TIMELY PAYMENT OF ALL AMOUNTS DUE LICENSOR IS OF THE ESSENCE OF THIS AGREEMENT AND AN EXPRESS CONDITION OF DISTRIBUTOR’S RIGHT TO EXPLOIT ANY LICENSED RIGHT.
7. DELIVERY: When ready, Licensor shall send a written notification to Distributor that the “Initial Materials” are available for delivery (“NOD”), namely that Licensor is prepared to delivery all such materials no later than 30 days thereafter. Initial Materials shall at least contain:
a. One ProRes file of the original version of the original version of the Picture and of the Trailer according to specifications provided by the laboratory where the Picture is in deposit. Approved cost is 200 euros
b. Artwork;
c. Set of hi-res images;
d. Dialogue/spotting list of the Italian language and list of English subtitles of the Picture and Trailer;
e. EPK;
f. Music-Cue Sheets;
g. Credits and Obligations;
h. Digital delivery via FTP. Approved cost is 50 euros
The Materials listed at point a. and h. shall be at exclusive Distributor’s charge.
DISTRIBUTOR’S ORDER FOR INITIAL MATERIALS SHALL BE MADE WITHIN THIRTY (30) DAYS OF RECEIPT OF LICENSOR’S NOD, AND ALL SUCH MATERIALS (AND ALL RELATIVE COSTS AND EXPENSES OF DELIVERY TO
DISTRIBUTOR INCLUDING, WITHOUT LIMITATION, THE COSTS OF SHIPMENT, SHIPPING AGENT, DUPLICATION, INSURANCE AND TECHNICAL CHECKING) SHALL BE BORNE AND PAID BY DISTRIBUTOR TO LICENSOR
BEFORE DISPATCHING AND PRIOR TO ANY DELIVERY. UNLESS OTHERWISE NOTIFIED TO DISTRIBUTOR, ALL MATERIALS SHALL BE DELIVERED BY LICENSOR. FOR THE AVOIDANCE OF DOUBT, DISTRIBUTOR IS STRICTLY FORBIDDEN TO DELIVER ANY MATERIAL OF THE PICTURE (INCLUDING ANY DCP, XXXXXXXXXXX ETC.) TO ANY OTHER DISTRIBUTOR UNLESS OTHERWISE INSTRUCTED BY LICENSOR.
DELIVERY OF DIGITAL MATERIALS IN VIEW OF THE EXPLOITATION OF THE LICENSED CINEMATIC RIGHTS: UPON DISTRIBUTOR’S REQUEST AND AT ITS SOLE COST AND EXPENSE, LICENSOR WILL PROVIDE ENCRYPTED DCPS (DIGITAL CINEMA PACKAGE) OF THE PICTURE FOR USE IN THE AUTHORIZED LANGUAGES ONLY. IT IS EXPRESSLY MUTUALLY AGREED BETWEEN THE PARTIES THAT DISTRIBUTOR WILL NOT CREATE ANY DIGITAL COPY OF THE PICTURE FOR THEATRICAL EXPLOITATION FROM ANY HD CAM PROVIDED BY LICENSOR. IF ANY REQUESTED BY DISTRIBUTOR BEFORE THE FIRST THEATRICAL RELEASE OF THE PICTURE IN THE TERRITORY, EITHER FOR PROMOTIONAL PURPOSES OR FOR EXPLOITATION OF ANY OTHER GRANTED RIGHT, MORE GENERALLY, DISTRIBUTOR WILL NOT CREATE ANY NEW DCP MATERIAL FOR THEATRICAL EXPLOITATION IN THE TERRITORY AND SHALL EXCLUSIVELY EXPLOIT THE MATERIALS SENT BY LICENSOR AND MADE FROM THE ORIGINAL DIGITAL FILES AS APPROVED BY THE DIRECTOR OF THE PICTURE IN ACCORDANCE WITH THE ITALIAN COPYRIGHT LAW.
SPECIAL ADDITIONAL PROGRAMS RELATING TO THE PICTURE: IN ADDITION TO THE ABOVE MENTIONED INITIAL/DELIVERY MATERIALS, LICENSOR MIGHT OFFER DISTRIBUTOR ADDITIONAL PROGRAMS IN CONNECTION WITH THE PICTURE, NOTABLY FOR VIDEO AND TELEVISION EXPLOITATION. IT IS EXPRESSLY AGREED THAT SUCH SPECIAL ADDITIONAL PROGRAMS MAY BE SUBJECT TO A LICENSE/ACCESS FEE TO BE NEGOTIATED IN GOOD FAITH BETWEEN THE PARTIES IN CASE THEY ARE PRODUCED AND/OR OWNED BY A THIRD PARTY. HOWEVER, LICENSOR WILL PROVIDE DISTRIBUTOR WITH BASIC "EXTRAS" FOR SUCH USES WITHOUT ANY ADDITIONAL LICENSE/ACCESS FEES (EXCEPT DUPLICATION AND SHIPPING) AS LONG AS LICENSOR IS GRANTED A FREE ACCESS TO THEM.
Licensor´s access to the Slovak language versions (dubbed or subtitles) is allowed only upon payment of 50% Distributor´s production costs.
8. SPECIAL PROVISION:
Publication Central Register according to Slovakian law
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended a § 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 Agreement via Central Register of Contracts of the Government Office of Slovak Republic in its full wording.
9. SUBLICENSING:
LICENSOR WILL HAVE THE RIGHT OF PRE-APPROVAL OF ALL MATERIAL TERMS OF EACH LICENSE OR SUB-DISTRIBUTION AGREEMENT (INCLUDING BUT NOT LIMITED TO VIDEO SUBDISTRIBUTION DEALS AND TELEVISION SALES) FOR EXPLOITATION OF ONE OR SEVERAL LICENSED RIGHTS WHICH DISTRIBUTOR DESIRES TO ENTER INTO. FAILURE BY LICENSOR TO APPROVE A PROPOSED AGREEMENT WITHIN FIFTEEN (15) BUSINESS DAYS OF LICENSOR'S RECEIPT OF NOTICE OF SUCH MATERIAL TERMS WILL BE DEEMED APPROVED. DISTRIBUTOR SHALL CONTINUE TO BE FULLY RESPONSIBLE FOR ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, AND DISTRIBUTOR SHALL BE RESPONSIBLE FOR ALL OF ANY SUCH THIRD PARTY'S COSTS AND FEES IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER.
10. GOVERNING LAW & OTHERS: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH/INTERPRETED UNDER THE LAWS OF ITALY, AND THE PARTIES SUBMIT TO THE EXCLUSIVE JURISSDICTION OF THE ROME COURTS.
DISPUTE RESOLUTION: ANY DISPUTE ARISING UNDER THIS AGREEMENT, INCLUDING WITH RESPECT TO ANY RIGHT OR OBLIGATION THAT SURVIVES TERMINATION OR CANCELLATION OF THIS AGREEMENT, WILL BE ADMINISTERED AND RESOLVED BY BINDING ARBITRATION UNDER THE IFTA RULES FOR INTERNATIONAL ARBITRATION (“IFTA RULES”) IN EFFECT AS OF THE
EFFECTIVE DATE AND IN ACCORDANCE WITH THE IFTA INTERNATIONAL STANDARD TERMS. THE IFTA RULES ARE AVAILABLE AT XXX.XXXX-XXXXXX.XXX
ATTORNEYS’ FEES: THE PREVAILING PARTY IN ANY DISPUTE UNDER THIS AGREEMENT WILL BE ENTITLED TO COLLECT ALL COSTS OF SUIT, INCLUDING REASONABLE OUTSIDE ATTORNEYS’ FEES. ALL MONIES RECEIVED FROM SPONSORS, STATE OR INTERNATIONAL SUBSIDIES RECEIVED BECAUSE OF THE ACQUISITION OF THE PICTURE OR BECAUSE OF THE PRODUCTION OF ANY PROMOTIONAL MATERIAL FOR THE PICTURE (POSTER, TRAILER…), WILL BE ALLOCATED BY DISTRIBUTOR TO RECOUP THE DISTRIBUTION COSTS AND THE GUARANTEE (EXCEPT FOR THE MEDIA EUROPEAN COMMISSION AUTOMATIC AND SELECTIVE SUPPORT).
THIS AGREEMENT ALSO INCLUDES LICENSOR'S STANDARD TERMS AND ANY EXHIBIT(S) ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE. ALL PARTS OF THIS AGREEMENT WILL BE INTERPRETED TOGETHER TO FORM ONE CONTRACT, BUT IN THE EVENT OF A DIRECT CONFLICT, THE DEAL TERMS WILL PREVAIL OVER PRE-PRINTED ELEMENTS OF THE STANDARD TERMS. LICENSOR AND DISTRIBUTOR HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE WRITTEN ABOVE TO CONSTITUTE A BINDING CONTRACT BETWEEN THEM.
NUMBER OF COPIES: 2
LICENSOR – TRUE COLOURS glorious films S.r.l.:
By: Xxxxxxxx Xxxxxxxxxx Title: President
DISTRIBUTOR – RADIO AND TELEVISION OF SLOVAKIA:
By: Xxxxxxxx Xxxxxx Title: General Director