výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: SIA “All Media Latvia” Xxxxxxxxx xxxx 000X, Xxxx, XX, XX – 0000,
Lotyšsko
VAT: LV40103065880
(nadobúdateľ)
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: PhDr. Xxxxxxxx Xxxxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B (poskytovateľ)
Programy: Viď príloha číslo 1
Vysielacie práva Exkluzívne práva:
1. Free TV (including basic)
2. Catch-up Neexkluzívne práva:
3. AVOD/FVOD
4. SVOD
5. TVOD
Trvanie zmluvy: Licenčná doba na 3 roky, Viď príloha číslo 1
Licencia na územie: Povolený jazyk:
Xxxxx x Lotyšsko
Originálny slovenský s Voice over – Xxxxx, Litovský a Lotyšský
Počet vysielaní: 6 vysielaní s reprízou do 1 týždňa
Licenčný poplatok: Celková cena licencie 5.500 Euro Viď príloha číslo 1
Splatnosť licencie:
Technické náklady za materiál:
Celkovú odmenu uhradí nadobúdateľ na účet poskytovateľa po podpise zmluvy na základe vystavenej faktúry pred začatím licenčnej doby, najneskôr 1.12.2017.
46 Euro za každé AVD, viď príloha číslo 1 Splatnosť: 100% po podpise zmluvy pred dodaním materiálov.
Technické parametre materiálu: Program bude dodaný prostredníctvom ftp
servera
Dátum dodania materiálu:
Ustanovenie o zákonnej povinnosti uverejnenia zmluvy:
Za SIA “All Media Latvia”
po úhrade celkovej odmeny za licenciu a technických nákladov
doplnené v bode – „Special Conditions“
za RTVS PhDr.Xxxxxxxx Xxxxxx
generálny riaditeľ RTVS
ZM2015693
Príloha číslo 1
IDEC/FILM | min | Názov | Rok | Začiatok licencie | Licenčná doba 3 roky / koniec licencie | Teritórium | Cena | Počet opakovaní | Technické náklady | ||
1 | 616-2710- 0001-0000 | 1 | 110’ | Zázračný nos | 2016 | 2017.12.01 | 2020.11.30 | Litva Lotyšsko | EUR 1 100 | 6 | EUR 46 |
2 | 615-2710- 0007-0000 | 1 | 83’ | Johankino Tajomstvo | 2015 | 2017.12.01 | 2020.11.30 | Litva Lotyšsko | EUR 1 100 | 6 | EUR 46 |
3 | 615-2710- 0006-0000 | 1 | 99’ | Sedem zhavranelých bratov | 2015 | 2017.12.01 | 2020.11.30 | Xxxxx Xxxxxxxx | EUR 1 100 | 6 | EUR 46 |
4 | 613-2710- 0003-0000 | 1 | 111’ | Láska na vlásku | 2014 | 2017.12.01 | 2020.11.30 | Litva Lotyšsko | EUR 1 100 | 6 | EUR 46 |
5 | 609-2710- 0007-0000 | 1 | 95’ | Xxxxx z rodiny čarodejníkov | 2010 | 2017.12.01 | 2020.11.30 | Litva Lotyšsko Spolu | EUR 1 100 | 6 | EUR 46 |
EUR 5 500 | EUR 230 |
Celková suma k fakturácii: 5 730 EURO (bez dph)
All Media WO# 920551
ACQUISITION DEAL MEMORANDUM
(“Deal Memo”)
This “Agreement” shall mean together this Deal Memo and the STC’s.
1. Licensor (hereafter referred to as “Licensor”) | Rozhlas a televízia Slovenska Registered office: Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxx Xxxxxxxx Statutory body: Xxxxxxxx Xxxxxx, Director General ID: 47 232 480, VAT No.: SK2023169973 |
Bank: XXXXXX | |
IBAN code: XXXXXX | |
Correspondence Address | SWIFT (BIC CODE): XXXXXX Registered in the Commercial Register of the District Court Bratislava I., Section: Po, Insertion No.: 1922/B Contact name: Xxxxx Xxxxxxxxx email: xxxxx.xxxxxxxxx@xxxx.xx tel.: x000 0 0000 0000, mob: XXXXXX |
2. Licensee (hereafter referred to as “All Media”) | SIA All Media Latvia Registration number: 40103065880 Xxxxxxxxx xxxx 000X, Xxxx, XX, XX – 0000, Xxxxxx |
Correspondence Address | Contact name: Xxxxx Xxxxxxx Email: xxxxx.xxxxxxx@xxxxx.xx Tel:x000 000 00000 |
3. Grant of rights | Licensor hereby irrevocably grants All Media the Rights in the Programme(s) in the Territory in the Languages via the Distribution Systems during the relevant Licence Period on the terms and conditions more particularly set out in this Agreement. |
4. Term | This Agreement shall commence on the start of the Licence Period and expire on the last day of the Licence Period, unless terminated earlier in accordance with this Agreement. |
5. Programme(s) | See Appendix 1 |
6. Licence Period | 36 months – see Appendix 1 |
7. Languages | Original Slovakian language and all local languages in the Territory including Russian: Latvian in Latvia, Lithuanian in Lithuania. All Media shall have the right to produce subtitles, dubs and/or voice-overs for the Programmes in the Languages. |
8. Territory | Republic of Latvia, Republic of Lithuania |
9. Rights | All forms of exclusive: 1. Free TV (including basic) 2. Catch-up All forms of non-exclusive: 3. AVOD/FVOD 4. SVOD 5. TVOD For the avoidance of doubt, ALL MEDIA rights set out above include the right to distribute the Programme(s) in any format (including, without limitation, in high definition, standard definition, ultra |
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high-definition (4K) and 3D formats). | |
10. Holdback | Licensor shall not exercise itself nor license to any third party the following rights relating to the exhibition or promotion of the Programme(s) in any format (including, but not limited to, high definition, standard definition, ultra high-definition (4K) and 3D formats): 1. Free TV (including basic) 2. Catch-up 3. AVOD/FVOD 4. SVOD – for the first 12 months of the License Period only 5. TVOD – for the first 12 months of the License Period only via any transmission means: (i) in any language (including the Languages) within the Territory or any part thereof; and (ii) in the Languages (except Russian) within the European Economic Area or any part thereof, during the Licence Period Licensor shall not produce itself nor license to any third party the right to produce subtitles, dubs or voice-overs in the Languages [except Russian] nor distribute the Programme in such Languages in the world via any transmission means during the Licence Period. Notwithstanding any other terms herein the Holdback shall not apply against any other service operated by ALL MEDIA or a subsidiary or affiliate of ALL MEDIA’ s parent company UAB Bite Lietuva (“ALL MEDIA Company”). If an ALL MEDIA Company or agent seeks to license the Programme(s) from Licensor, Licensor shall notify ALL MEDIA immediately. |
11. No. of Runs per Territory | 6 Runs per Territory with one fast re-run for each Run, each to be taken within 1week Run. For the avoidance of doubt distribution as part of a multiplex/time shifted channel shall not constitute an additional Run. |
12. Licence Fee and Material Costs | Total Licence Fee: EUR 5 500 Total Material Cost: EUR 230 GRAND TOTAL EUR 5 730 Please see Appendix 1 for Licence Fee and Material cost per Programme. Revenue share for TVOD Rights: ALL MEDIA shall pay 30% of the net revenues received from the exercise of the TVOD Rights to the Licensor. Net revenue for TVOD means sales revenue from the programme in question after deduction of taxes and operational costs. No TVOD sales are guaranteed. |
13. Payment Terms | Payment is due on the later of 35 days after receipt of appropriate invoice and the following due dates: 100% License fee before December 1, 2017 100% Material Cost subject to the reception and accept of Material TVOD sales of the Programme(s) attributable to the Programme(s) (if any) shall be reported on a quarterly basis and payments of revenue share made within 60 days of receipt of an appropriate invoice. Invoices should be clearly marked with the ALL MEDIA Contract number WO# 920551, made out to SIA ALL MEDIA LATVIA and e-mailed to xxxxxxxxxxx@xxxxx.xx and xxxxx.xxxxxxx@xxxxx.xx SIA “All Media Latvia” VAT Number: LV40103065880. Licensor guarantees the integrity and incorruptibility of electronic invoices. |
14. Materials and Delivery | Licensor shall deliver Materials as soon as possible, time being of the essence. Licensor shall deliver all transmission materials (electronic HD files) via a dedicated file delivery method, as approved by Encompass Riga Content Delivery team xxxxxxxxxxxxxxxxx@xxxxxxxxx.xx. |
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It is agreed and acknowledged that M&E tracks are not available and will not be delivered. All Media cannot accept burnt-in subtitles of dialogue in-vision, but does require opening titles, end credits, lower thirds/name straps/captions and any other on-screen graphical elements that occur during the Programme(s) to remain. All transmission materials shall therefore be supplied in international texted versions in the original language with textless elements at tail of transmission materials or on separate transmission materials of the same technical specifications. All transmission materials must arrive in good transmission-ready condition. Should All Media notify Licensor that the delivered transmission materials are faulty or incomplete, Licensor shall send, without further delay, replacement transmission materials at the Licensor’s cost. Other Materials Dialogue transcript in the English language versions as Word documents by email. If available, subtitles, voice-overs or dubs (as specified by All Media) in accordance with All Media’s technical specifications. Music Cue Sheets Music cue sheets with details of all music used in the Programme(s). Promotional Materials At least two high resolution (min. 300 dpi, 15x21) JPEG images per Programme and, if the Programme is episodic, per episode, and where available: - images of main cast members, hosts, presenters or participants in each episode, as appropriate; - one electronic programme kit; - one set of advertising, publicity and promotional materials, which should include clean versions or local versions of promotional trailers in the same format as set out under Transmission Materials above and clean or local versions of still photographs and Programme(s) posters in high-resolution EPS format; and - separate episodic dialogue tracks upon request from Licensee. All to be sent electronically where available See Appendix 2 for further details in relation to delivery obligations and material specifications. Material Delivery address: Tel: x000 00000000 Licensor Delivery Contact Details Contact name: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xxxx.xx Tel: XXXXXX | |
15. Sublicensing | In order for the Programme(s) to be made available in the Territory during the Licence Period under the terms set out herein All Media shall have the right to sub-license any and all rights hereunder to an All Media Company. |
16. Special Conditions | a. ALL MEDIA shall have the right to promote the Programme(s) and its services, including via mobile network telecommunications systems and on the internet, using the Promotional Materials and excerpts of the Programme(s) of up to 3 minutes in length. b. ALL MEDIA shall have the first option to re-acquire the Programme(s) upon the terms and conditions to be agreed in good faith. c. If Material is delivered after the deadline stated in paragraph 18, the License Period shall be prolonged accordingly. d. This Deal Memo shall be subject to ALL MEDIA Standard Terms and Conditions (dated October 2017) and where there is any discrepancy this Deal Memo shall prevail. e. If any provision of this Deal Memo shall be held to be void or unenforceable, that provision shall be removed, and all other provisions of this Agreement shall nevertheless continue in full force and effect. |
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f. Except for any prior specific authorization in writing by the non-disclosing party to such disclosure or use, each party undertakes to the other to treat as confidential the terms of this Deal Memo together with all information relating in any manner to the business or affairs of the other party as may be communicated to it hereunder or otherwise in connection with this Agreement. g. 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. h. This Deal Memo shall be subject to the laws of Slovak republic. Where there is any dispute it shall first be dealt with between ALL MEDIA and Licensor and escalated to senior representatives if necessary. Where the dispute is not resolved it shall be settled in the Slovak courts. |
Read and agreed by: Xxxx and agreed by:
xxxx authorised for and on behalf of duly authorised for and on behalf of
LICENSOR SIA All Media Latvia
Name PhDr. Xxxxxxxx Xxxxxx Name
Title General Director Title
Date Date
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Agreement number: ZM2015693
APPENDIX 1
Type | # of eps | Dur. of eps in min | Title | Production Year, country and Language | License Period (3 years) Start date | License Period (3 years) End date | Territory | Cost / eps | # of runs Per Territory | Material and Delivery Cost | |
1 | Movie | 1 | 110’ | The Magical Nose | 2016 | 2017.12.01 | 2020.11.30 | Latvia Lithuania | EUR 1 100 | 6 | EUR 46 |
2 | Movie | 1 | 83’ | The Secret of Xxxxxxx | 2015 | 2017.12.01 | 2020.11.30 | Latvia Lithuania | EUR 1 100 | 6 | EUR 46 |
3 | Movie | 1 | 99’ | The Seven Ravens | 2015 | 2017.12.01 | 2020.11.30 | Latvia Lithuania | EUR 1 100 | 6 | EUR 46 |
4 | Movie | 1 | 111’ | Love In Our Soul | 2014 | 2017.12.01 | 2020.11.30 | Latvia Lithuania | EUR 1 100 | 6 | EUR 46 |
5 | Movie | 1 | 95’ | Xxxxx from the Wizard Family | 2010 | 2017.12.01 | 2020.11.30 | Latvia Lithuania | EUR 1 100 | 6 | EUR 46 |
Total | EUR 5 500 | Total: EUR 230 |
GRAND TOTAL: EUR 5730
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ALL MEDIA STANDARD TERMS AND CONDITIONS – OCTOBER 2017 VERSION
1. Definitions
Unless defined below, all capitalised terms shall be as defined in the Deal Memo.
1.1. “Associated Person” as defined in clause 19.1(b);
1.2. “AVOD” means the storage of an individual programme in electronic form for users to stream and/or download in order to view at a time chosen by the user on a service that is funded by advertising or sponsorship and where no charge is made to the user for viewing such programme;
1.3. “Bribery Laws” as defined in clause 19.1(a);
1.4. “Catch Up” means the storage of an individual programme in electronic form for users to stream and/or download in order to view again during each transmission (‘start over’) or after each transmission (‘catch-up’) at a time chosen by the user;
1.5. “Deal Memo” means the agreement between the Licensor and All Media setting out the principal commercial terms with regard to the acquisition of the Rights in the Programme(s) by All Media;
1.6. “Distribution Systems” means all forms of transmission systems and any future developments of such systems, including but not limited to (i) analogue and digital satellite; (ii) analogue and digital terrestrial; (iii) analogue and digital cable, fibre and wire transmission (including IPTV); (iv) internet (including wireless distribution such as 3G, 4G and Wi-Fi); and (v) mobile broadcast systems (including DVB-H, DMB) for reception and/or display on or through all devices/means of reception;
1.7. “EST” means the storage of an individual programme in electronic form for users to stream and/or download and buy for a one-off transaction charge;
1.8. “Event of Default” as defined in clause 9.2;
1.9. “Exhibition Period” means a seven (7) day period (commencing at the time of transmission of the Programme). Any transmission of a Programme that begins on a particular Exhibition Period and concludes on the next Exhibition Period shall be deemed to be a transmission of such Programme on the Exhibition Period during which the transmission commenced;
1.10. “Free TV” means the broadcast of programme(s) in analogue or digital form (including as part of a multiplex channel) on any channel primarily funded by advertising or sponsorship revenue or on any channel for which no subscription charge is required other than: fees or taxes levied by government agencies on those who own television sets; any fees charged for “smart cards” or any equipment necessary for reception; the minimum obligatory subscription charge in order to receive the basic tier of service; or a subscription charge to receive a package of optional channels, which package is available on a stand alone basis or together with the basic tier;
1.11. “FVOD” means the storage of an individual programme in electronic form for users to stream and/or download in order to view at a time chosen by the user and where no charge is made to the user for viewing such programme;
1.12. “Language Recordings” as defined in clause 5.4;
1.13. “All Media Company” means a subsidiary or affiliate or company under the common control of All Media or All Media’s parent company, UAB Bite Lietuva;
1.14. “Pay TV” means the broadcast of programme(s) in analogue or digital form (including as part of a multiplex channel) on any channel or service which is not primarily funded by advertising or sponsorship revenue or on any channel for which a subscription charge is required other than: fees or taxes levied by government agencies on those who own television sets; any fees charged for “smart cards” or any equipment necessary for reception;
1.15. “Programme Fee” as defined in clause 10.1(a);
1.16. “Runs” means the number of transmissions of a Programme which are permitted pursuant to this Agreement in each country within the Territory during the Licence Period as set out in the Deal Memo. Transmissions of the Programme pursuant to any pay per view or video on demand rights shall not be taken into account for the purposes of calculating the number of Runs and simultaneous retransmission does not constitute an additional Run;
1.17. “SVOD” means the storage of an individual programme in electronic form as part of an on demand service for end users to stream and/or download in order to view at a time chosen by the user and where a periodic subscription charge is made to the user for accessing that service; and
1.18. “TVOD” means the storage of an individual programme(s) in electronic form for end users to stream and/or download in order to view at a time chosen by the user and where a one-off transaction charge is made to the user for viewing such programmes;
2. Clause Headings
The clause headings in this Agreement are for information only and do not form part of this Agreement.
3. Grant of Rights
3.1. Licensor hereby irrevocably grants All Media the Rights in the Programme(s) in the Territory in the Languages via the Distribution Systems during the relevant Licence Period.
3.2. In addition, Licensor grants All Media the following ancillary rights:
(a) the right to broadcast, distribute, copy and use by any means (for the avoidance of doubt including online and mobile distribution) an extract or extracts from any Programme (including still images and excerpts from the soundtrack) and to use and permit the use of summaries and synopses of the Programme(s) and the biography and likeness of any of the persons connected with the Programme(s) for the purposes of packaging, advertising, exploiting and publicising the Programme(s) and/or the service and/or the platform on or by which they are transmitted or distributed throughout the Licence Period and for a period of three (3) months prior to its commencement;
(b) the right to copy, use and permit the use of such advertising, promotional and publicity materials as Licensor shall make available for the purpose of advertising, publicising and promoting the Programme(s) and/or the services and/or the platform on which the Programme(s) are shown;
(c) the right to make alterations and to translate, dub and subtitle the Programme(s) in accordance with clause 5;
(d) the right to make such copies of the Programme(s) and the Materials as may be reasonably necessary for archival purposes and to facilitate compliance with broadcasting regulations and the editing, scheduling, promotion and broadcasting of the Programme(s).
3.3. For the avoidance of doubt, the Rights include the right to transmit the Programme(s) by any means from any country or countries outside the Territory for reception in the Territory.
3.4. All Media (or its sub-licensees) shall not be liable for any unauthorised reception of the Programme(s) outside the Territory.
3.5. All Media shall not be in breach of this Agreement if, and to the extent that, any Programme is made available to an individual to access and view in any country within the EEA (other than the Territory) who makes an unsolicited request to view that Programme or any service including that Programme.
3.6. All Media shall not be in breach of this Agreement if, and to the extent that, any individual resident in the Territory who is authorised to access and view the Programme(s) and/or a service including the Programme(s) by means of the internet (including wireless distribution such as 3G, 4G and Wi-Fi) in the Territory is also authorised to access and view the Programme(s) and/or a service including the Programme(s) by means of the internet (including wireless distribution such as 3G, 4G and Wi-Fi) when that individual is temporarily located outside the Territory but within the EEA.
3.7. Licensor shall exercise the Holdback against the applicable Programme(s) for the period set out therein. The Holdback applies to all versions of the Programme(s) whether or not in the Languages or in any format and includes what are commonly known in the industry as director’s cuts, special effects versions and any other substantially similar versions which are incorporated, merged or otherwise combined with another programme which may or may not bear the same name.
3.8. For the avoidance of doubt, All Media shall have the right but not the obligation to exercise any or all of the rights granted hereunder.
4. Delivery
4.1. Licensor shall deliver the Materials to All Media at the address set out in the Deal Memo or to any address notified by All Media to Licensor in writing, at Licensor’s sole cost, by the date specified in the Deal Memo, time being of the essence. All Materials supplied by Licensor shall be of the highest industry standards. All Materials supplied on loan as specified in the Deal Memo shall be returned by All Media to the address notified to All Media by Licensor in writing, at All Media’s cost. The delivery costs
shall include but not be limited to shipping, insurance and customs/import charges. Licensor agrees that any failure to deliver Materials in accordance with the provisions of this Agreement shall be deemed to be a material breach hereof by Licensor.
4.2. All Media shall give written notice to Licensor if the Materials or any part thereof are unsuitable for use by All Media. Upon receipt of All Media’s notice, Licensor shall immediately (and in any event within seven (7) days), at the election of All Media, deliver new Materials acceptable to All Media or, if suitable Materials for the original
Programme are not available, deliver Materials for a replacement programme mutually agreed between the parties, in which case such programme shall, for the purpose of this Agreement, be deemed to be the Programme that it replaces. This clause 4.2 shall be without prejudice to any remedies of All Media in relation to any breach by Licensor of the delivery provisions set out in this Agreement.
4.3. In the event All Media incurs any costs as a result of late delivery and/or defective Materials (such as, but not limited to, rush charges for subtitling, dubbing or voice- over work) then such costs shall be promptly reimbursed by Licensor on notification from All Media and Licensor acknowledges and accepts that All Media shall have the right to offset any and all such costs incurred by All Media against the Licence Fee.
4.4. Licensor shall supply on loan such additional prints and/or other materials as required by All Media during the Licence Period as All Media shall reasonably request, subject to their availability. All Media shall pay all reasonable shipping, customs and/or import charges relating to the delivery thereof to All Media and return thereof to Licensor.
4.5. All costs incurred in the production of the Materials shall be borne by Licensor.
5. Editing, Dubbing, Voice-overs and Subtitling
5.1. All Media may edit, cut and/or alter the Programme(s) in such manner as it in its sole discretion deems appropriate to allow for advertising breaks and to conform with the requirements of any governmental, municipal, federal or censorship authority and/or regulator.
5.2. If All Media deems in its sole discretion that any Programme is unsuitable for transmission or distribution in the Territory at peak viewing hours through possible contravention of censorship requirements or any other legal regulatory or governmental requirements then All Media shall have the right to reject such Programme and elect either to accept a substitute programme (which substitute programme will be agreeable to both All Media and Licensor) or to cancel the Licence Fee payable to Licensor for such rejected Programme.
5.3. All Media may display the name of the relevant channel and/or service and/or its trademark or logotype or other interactive icons or fast-screen displays during the exhibition of the Programme(s).
5.4. All Media may, as well as transmitting and/or making the Programme(s) available in their original language, at its sole discretion, dub, voice-over and/or subtitle the Programme(s) into the Languages. Licensor acknowledges that such dubs, voice-overs and subtitles (the “Language Recordings”) may not correspond to a literal translation of the script or dialogue of the relevant Programme.
5.5. The copyright in any Language Recordings and the ownership of the physical materials acquired or created relating to such Language Recordings shall remain with All Media or its sub-licensees.
6. Warranties and Indemnities
6.1. Licensor undertakes, represents and warrants that:
(a) it has full right and authority to enter into and perform all of its obligations in this Agreement and has not granted nor will grant any rights and is not aware of any grant of rights or agreement which may impair, derogate or be
inconsistent with the rights granted to All Media hereunder;
(b) any forthcoming exhibition of any Programme receivable in the Territory or any part thereof shall not be promoted or announced prior to the expiry of such Programme’s Licence Period;
(c) during the Licence Period, Licensor shall procure that no third party that has licensed from the Licensor rights to exhibit the Programme(s) outside the Territory (“Third Party Licensee“) shall carry out active sales, marketing or promotion of the Programme(s) in the Territory or any part thereof (“Restricted Activity”). Should Licensor become aware of any Third Party Licensee carrying out Restricted Activity it shall take all action necessary to stop such Restricted Activity with immediate effect. All Media acknowledges that any unsolicited and/or passive sales of the Programme(s) and/or services including the Programme(s) by any Third Party Licensee shall not constitute a breach of this clause 6.1 (c);
(d) it is the owner of and/or controls all rights in the Programme(s) which are granted or purported to be granted to All Media hereunder and that it has secured all consents and fully cleared and concluded all agreements with all rights holders necessary to enable All Media to exercise fully its rights hereunder and that All Media shall be under no liability whatsoever to make any additional payments other than the Licence Fee in respect of its exercise of such rights, with the exception only of performing rights in any musical composition (not in any sound recording) vested in a performing rights society;
(e) it has fully and completely disclosed to All Media the extent to which it or any third party has licensed or authorised, directly or indirectly, the broadcast, distribution, transmission or supply of any of the Programme(s) in any country of the Territory prior to the date hereof;
(f) the Programme(s) do not infringe the copyright, moral or other rights of any third party in respect of the rights granted hereunder;
(g) the Programmes are not defamatory, obscene, do not breach any rights of privacy or confidence and are not contrary to any code or guideline laid down by any body responsible for regulating the programme
content of All Media and/or its sub-licensees and/or assignees; and
(h) details of all the appropriate credit requirements have been supplied.
6.2. All Media undertakes, represents and warrants that:
(a) it has full right and authority to enter into and perform all of its obligations in this Agreement; and
(b) it will not transmit or make the Programme(s) available other than in accordance with the terms of this Agreement.
6.3. Each party will at all times fully and effectually indemnify and hold harmless the other party, its assignees, successors in business and sub-licensees and their respective officers, directors, employees and agents from and against any and all claims, liabilities, damages, costs, fines, expenses (including reasonable legal expenses), penalties and any other loss suffered or incurred by them as a direct result of an alleged or actual breach by the other party of any of its representations, warranties or obligations contained in this Agreement.
6.4. For the avoidance of doubt, these warranties and indemnities shall survive termination of this Agreement.
7. Consideration
In consideration of the rights hereby granted and the warranties and representations given by Xxxxxxxx, All Media hereby agrees to pay Licensor the Licence Fee on the later of ninety (90) days after receipt of appropriate invoice and the Due Date(s) as detailed in the Payment Terms in the Deal Memo.
8. Anti-Piracy
8.1. Licensor acknowledges the importance of protecting its content from unauthorised use and that any unauthorised use of the Programme(s) may have a material impact on the value of the rights granted to All Media under this Agreement. Licensor warrants and undertakes that it:
(a) has in place and shall maintain a comprehensive anti- piracy strategy to ensure infringement and violation of its content is monitored and prevented; and
(b) it has taken and will take all measures necessary to combat any unauthorized distribution of its content and in particular the Programme(s) licensed under this Agreement, including but not limited to, legal action permitted by civil and criminal law in the relevant territory.
9. Termination
9.1. This Agreement shall terminate at the end of the Term.
9.2. Either party may at any time by giving notice in writing to the other party terminate this Agreement forthwith in any of the following events (an "Event of Default"):
(a) if the other party shall commit or permit to be committed any material breach or breaches of any of the terms, conditions and warranties contained herein which is not capable of remedy or which, if capable of remedy, is not remedied within thirty (30)
days, or in the case of defective Materials seven (7) days, of receipt of written notice thereof from the non-defaulting party; or
(b) if the other party fails to pay any amount due under this Agreement on the due date for payment (and remains in default not less than thirty (30) days after being notified to make such payment), threatens to suspend payment of any amount due, admits inability to pay any amount due or otherwise becomes insolvent; or
(c) if the other party commits an act of bankruptcy, goes into or is put into liquidation, enters into an arrangement or composition with or for the benefit of its creditors or is wound up whether compulsorily or voluntarily, (save for the purpose of a solvent amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume or the obligations imposed on that other party under this Agreement), suffers an execution to be levied against its goods or property, has a receiver or administrator appointed over its assets or any of them or if notice of any liquidation proceedings is served upon it or anything analogous to any of the foregoing under the law of any jurisdiction.
9.3. In the event that any Event of Default above is limited to a particular Programme, the non-defaulting party may elect to terminate this Agreement in relation to such Programme(s) and this Agreement will continue in respect of any remaining Programme(s).
9.4. Without prejudice to clause 9.2 and clause 17, in the event that any of the material provisions of this Agreement shall be declared invalid or unenforceable by an arbitrator or by order, ruling or judgment of any court, regulator or other competent body having jurisdiction, or shall be or become invalid or unenforceable by virtue of any duly promulgated decision, declaration, resolution, law, rule or regulation (each a “Trigger Event”), the following provisions of this clause 9.4 shall apply;
(a) the parties shall promptly from the date of the Trigger Event enter into negotiations in good faith to agree amendments to this Agreement sufficient to rectify or address any defect, deficiency, illegality or other element of this Agreement to the extent that it resulted in the Trigger Event in order to secure to the parties rights and benefits which are as similar as possible to those provided for in this Agreement and reflect any depreciation in the commercial value of the Rights; and
(b) in the event that the Trigger Event has a material adverse affect on any territorial exclusivity or Holdback granted by the Licensor in the Deal Memo, the parties shall commence negotiations in good faith to agree a revised Licence Fee that reflects any depreciation in the commercial value of the Rights.
9.5. If the parties fail to agree amendments in accordance with clause 9.4 within sixty (60) days of the date of commencement of negotiations, then All Media shall be entitled, at any time within a period of thirty (30) days following the expiry of that sixty (60) day period, to serve written notice on the Licensor terminating this Agreement immediately. Licensor shall repay to All Media any monies paid in advance for any unused Runs, or if the number of Runs is unlimited for the remainder of the Licence Period, on a pro-rata basis.
10. Effects of Termination
10.1. Upon early termination of this Agreement by either party pursuant to clause 9 or clause 15, the Licence Fee payable per Programme shall be reduced in accordance with the following calculation:
(a) the Licence Fee per Programme shall be as specifically identified in the Deal Memo or, if no such fee is specified, the total Licence Fee shall be divided by the number of Programmes licensed hereunder (the “Programme Fee”);
(b) for the FVOD, AVOD, SVOD, TVOD, EST and those Rights with unlimited Runs the Programme Fee shall be reduced pro-rata in accordance with that part of the Licence Period that has elapsed prior to the termination taking effect;
(c) for all other rights, the Programme Fee shall be sub- divided by the number of permitted Runs and/or Exhibition Days for that Programme, and the result shall be multiplied by the number of Runs and/or Exhibition Days which have actually been taken, which amount shall represent the fee payable by All Media; and
(d) any portion of the Licence Fee that has already been paid but is in excess of the amount in (c) shall be promptly refunded to All Media’s credit on termination of the relevant Licence Period.
10.2. The exercise of the foregoing remedies by the non- defaulting party shall be without prejudice to any other rights which the non-defaulting party may have against the defaulting party under this Agreement or implied by law.
11. Assignability
11.1. This Agreement may not be assigned or transferred in whole or in part by either party without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed.
11.2. Notwithstanding clause 11.1, this Agreement may be assigned or transferred in whole or in part by All Media to any All Media Company.
11.3. All Media shall have the right to sub-license or authorise others to exercise any or all of the rights granted to it under this Agreement on the terms and conditions set out in this Agreement and to sub-contract any aspect of the exercising of such rights, provided that All Media remains primarily liable to Licensor at all times.
12. Notices
Any notice required to be given under this Agreement shall be given in writing and shall be sufficiently given to either party if delivered in person or forwarded by prepaid post or facsimile addressed to the address of the party to be served referred to above or to such other address as may from time to time have been notified to the other party in writing. All notices shall be deemed to have been received when delivered by hand or on the date on which they would be received in the ordinary course of post (if posted to an address within the United Kingdom) or five (5) business days after airmail posting (if posted to an address outside the United Kingdom) or twenty four (24) hours after transmission if sent by facsimile if positive answerback or reception is received.
13. No Waiver
No failure or delay by Licensor or All Media in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any subsequent exercise in law, in equity or otherwise.
14. No Partnership
Nothing contained in this Agreement shall be interpreted as constituting a partnership, joint venture, agency or other similar relationship between the parties and neither party shall have authority to bind the other in any manner whatsoever unless otherwise expressly provided in this Agreement.
15. Force Majeure
Notwithstanding anything contained in this Agreement, if for any reason beyond the control of either party, including but not limited to war, invasion, act of foreign enemy, hostilities, whether war be declared or not, civil war or strife, rebellion, strikes, lock-outs or other industrial disputes or actions, acts of God, acts of governments or other prevailing authorities, either party shall be delayed in or prevented from performing any of its obligations or exercising any of its rights under this Agreement, such non-performance shall be deemed not to constitute a breach of this Agreement and the Licence Period shall be suspended for a period corresponding to the extent that such obligations cannot be performed or such right cannot be exercised. Should such a period be in excess of three
(3) months either party shall be entitled to terminate this Agreement as a whole or solely in respect of the Programme(s) affected by written notice at the end of such period.
16. Extent of Contract
This Agreement expresses the entire understanding and agreement of the parties and supersedes any and all prior agreements or understanding whether written or oral relating in any way to the subject matter of this Agreement. Each party acknowledges that it has not relied on or been induced to enter into this Agreement by any representation, warranty or undertaking other than those expressly set out in this Agreement, but nothing in this clause will exclude liability for fraudulent misrepresentation. No modification, amendment, variation or supplement to this Agreement shall be effective unless in writing and duly executed by each of the parties.
17. Severability
If any provision of this Agreement shall be held to be void or unenforceable, that provision shall be removed and all other provisions of this Agreement shall nevertheless continue in full force and effect.
18. Confidentiality
18.1. Except for any prior specific authorisation in writing by the non-disclosing party to such disclosure or use, each party undertakes to the other that subject to clause 18.2 below, it will treat as confidential the terms of this Agreement together with all information whether of a technical nature or otherwise relating in any manner to the business or affairs of the other party as may be communicated to it hereunder or otherwise in connection with this Agreement and will not disclose such information to any person, firm or company (other than to its auditors and other professional advisors) and will not use such information, other than for the purposes of this Agreement.
18.2. The provisions of clause 18.1 above shall not apply to any information which:
(a) is in the public domain other than by default of the recipient party;
(b) is obtained by the recipient party from x xxxx fide party having no apparent restraint on its free right of disposal of such information;
(c) is or has already been independently generated by the recipient party;
(d) is required to be disclosed by law (or applicable regulation) or the valid order of a court of competent jurisdiction, or the request or direction of any governmental or other regulatory authority or agency.
18.3. Without prejudice to the generality of the foregoing neither party shall issue any press release or other statement announcing this Agreement or otherwise communicate with the press in any way concerning this Agreement or any aspect of it unless the other party shall have approved in writing the contents of any such release or other communication (such approval not to be unreasonably withheld or delayed).
18.4. The obligations contained in this clause 18 shall endure beyond the Term.
19. Anti-Corruption
19.1. Licensor acknowledges that All Media does not tolerate any form of bribery, corruption or inducement to act improperly, whether direct or indirect, by or of its employees, suppliers, customers, partners, agents, or consultants or any persons or companies acting for or on its behalf and Licensor warrants that:
(a) it has not, prior to the date of this Agreement, bribed or attempted to bribe any party in order to secure any business from the other party;
(b) it is familiar with and will abide by the anti-bribery and anti-money laundering laws in all the countries in which it is incorporated or established and in which it does business.
(c) it will not take or knowingly permit any action to be taken that would cause the other party to be in violation of any applicable anti-bribery or anti-money laundering laws, including but not limited to, the Bribery Act 2010 as it may be amended from time to time; and
(d) it will establish and at all times maintain and implement such anti-bribery policies and procedures as may be required to ensure that it prevents bribery or attempted bribery taking place
19.2. Breach of this clause 19 shall be deemed a material breach under clause 9.2(a).
20. Governing Law and Jurisdiction
This Agreement shall be read and construed in accordance with the laws of Latvia. Licensor hereby waives objection to the Latvian courts whether on grounds of inconvenient forum or otherwise and agrees that a judgment or order of a Latvian court in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.