Freemantle

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  • 1. Zmluva číslo: ZM2002503 1 Výpis zo zmluvy: 5 proti 5 – 5. séria Zmluvný partner: FREMANTLEMEDIA OPERATIONS B.V. Názov zmluvy 5 proti 5 – 5. séria Predmet zmluvy Udelenie licencie na vysielanie relácie 5 proti 5 : - 276 dielov (každý maximálne 40 minút čistého času) - 14 špeciálov (každý maximálne 60 minút) Trvanie zmluvy 1.6.2013 – 1.9.2015 (alebo koniec dátumom vysielania poslednej epizódy) – čokoľvek nastane skôr Vysielacie práva: Exkluzívne práva na over-the-air a satelitné vysielanie Simulcasting (nie je povinný) = geoblokovane áno! , možnosť streamovať maximálne 30 dní po odvysielaní posledného dielu Povolený počet prenosov: Dve premiéry v prime time (= 17:00 – 23:00) a dva záznamy v blízkosti prime time Finančný záväzok pre RTVS Celkovo: 304 000,- eur V prípade omeškania platby sa suma úročí 0,03% denne Splátky • 45.500,-€ do 15. septembra 2013; • 45.500,-€ do 15. novembra 2013; • 71.000,-€ do 15. februára 2014; • 71.000,-€ do 15. apríla 2014; • 71.000,-€ do 15. júna 2014 Spôsob dodania dielov: Kazeta Betacam Dátum podpisu zmluvy: 4. júla 2013 Kontakt: E. Šramková, kl. 3318 V Bratislave: 10. jún 2013
  • 2. Zmluva číslo: ZM2002503 2 FAMILY FEUD SERIES 5 SLOVAK REPUBLIC LICENCE AND PRODUCTION AGREEMENT This Agreement is made on 23 May 2013. BETWEEN: (1) FREMANTLEMEDIA OPERATIONS B.V. whose principal place of business is at Fourth Floor, NOB Building, The Media Centre, Sumatralaan 45, 1217 GP Hilversum, the Netherlands, VAT number NL 804704181B01 and Chamber of Commerce registration number 32061887 (the “Licensor”); And (2) ROZHLAS A TELEVÍZIA SLOVENSKA whose principal place of business is at Mlynská dolina, 845 45 Bratislava, Slovak Republic (the “Licensee”). WHEREAS: (A) The Licensor owns the exclusive rights to produce, broadcast and otherwise exploit a television format known as “Family Feud” (the “Format”) in, inter alia, the Slovak Republic; (B) By Licence Agreement dated 24 July 2007, as amended on 21 November 2007 and 6 February 2008, as well as License Agreements dated 5 September 2011 and 15 August 2012, as amended on 22 August 2012, Licensor had granted certain broadcast rights to Licensee in and to four series of television programmes based on the Format; (C) The Licensor has agreed to grant the Licensee a licence to broadcast a fifth series of television programmes based on the Format in the Authorised Language in the Territory on the terms and conditions set out herein (the “Fifth Series”). (D) The Fifth Series shall be produced by a third party in the Territory and Licensor shall supervise the production by said third party, ensure the completed production conforms to the Licensor’s technical standards as well as the worldwide look and feel of the brand and other series based upon the Format and procure the delivery of the episodes of the Fifth Series to Licensee. Special Conditions 1. Name of Format: “FAMILY FEUD” 2. Agreed Upon Title: “5 PROTI 5” 3. Number of Episodes: Two hundred and seventy six (276) daily episodes (each, a “Daily Episode”). Fourteen (14) Special Episodes (each a “Special Episode”). 4. Length of each Episode: A maximum of forty (40) minutes net for each Daily Episode and a maximum of sixty (60) minutes for each Special Episode.
  • 3. Zmluva číslo: ZM2002503 3 5. Licence Period: The licence period shall commence on 1 June 2013 and end on 1 September 2015 or the day of the last permitted transmission of the last Episode, whichever is the earlier. 6. Territory: The Slovak Republic. For the avoidance of doubt, any unintentional overspill of the Licensee’s broadcast signal into the border regions of neighbouring territories shall not be considered a breach of this Agreement. 7. Authorised Language: Slovak. 8. Permitted Number of Transmissions: Two (2) original broadcasts in prime time (being 17.00 - 23.00) (the first original broadcast being the “Initial Transmission”) and two (2) repeat broadcasts of each original broadcast in access prime time. FOR THE AVOIDANCE OF DOUBT all transmissions shall be within the Licence Period and in the Authorised Language without dubbing or sub-titles. 9. Broadcast Rights & Restrictions: (a) Subject to the payment to Licensor of the Licence Fees set out in Special Condition 10 below and payment to the designated third party production company of the Production Fee, and to the due performance by the Licensee of all its obligations and conditions to be performed hereunder, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, the exclusive licence to broadcast in the Territory during the Term on STV (the “Channel”) each Episode of the Fifth Series for the Permitted Number of Transmissions. (b) In addition, Licensor grants the Licensee the exclusive right (but not the obligation) in the Territory to have the Channel transmit complete episodes from the Fifth Series by way of streaming video internet transmission in the Language on the websites owned by the Channel: • Contemporaneously with the television transmission (“Simulcast Rights”); or • For a period of up to 30 (thirty) days after transmission of the last Episode of each transmission of the Series at no cost to the end-user except for a fee to cover the technical costs to provide the service (“Catch-up TV Rights”). For the avoidance of doubt, the exploitation of such Simulcast Rights and Catch-up TV Rights is not intended to generate any revenues for Licensee. However, if such exploitation shall generate revenues, Licensee will require prior permission from Licensor and the parties shall negotiate a revenue share in good faith. Internet streaming rights (not the obligation) including on demand rights shall be strictly limited to website(s) owned by the Channel where the programming content is encrypted and/or otherwise secured by industry-standard anti-piracy technology and accessible only by the viewers to such website(s) in the Territory. 10. Licence Fee: A Licence Fee of € 1,000 (One Thousand Euros) per Daily Episode and a Licence Fee of € 2,000 (Two Thousand Euros) per Special Episode, being a Total Fixed Licence Fee for the Fifth Series of € 304,000 (Three Hundred and Four Thousand Euros), shall be payable by the Licensee upon the receipt of an invoice, as follows: • 45.500,-€ no later than 15 September 2013; • 45.500,-€ no later than 15 November 2013;
  • 4. Zmluva číslo: ZM2002503 4 • 71.000,-€ no later than 15 February 2014; • 71.000,-€ no later than 15 April 2014; • 71.000,-€ no later than 15 June 2014 All sums payable to the Licensor hereunder and not so paid on the due date shall bear interest at the rate of 0,03 per cent (0,03%) per day above the prevailing National Bank of Slovakia Base Rate from the due date of payment until payment is made without prejudice to any other right or remedy of the Licensor whether under this Agreement or otherwise including without limitation the Licensor’s entitlement to be reimbursed by the Licensee in respect of any costs incurred by the Licensor in collecting such payments, including court costs and reasonable attorney’s fees. Payments shall be made to the Licensor’s bank the details, which are as follows: XXXXXXXXXXX, ACCOUNT NO. XXXXXXXXXXX , SWIFT CODE: XXXXXXXXXXX XXXXXXXXXXX Invoices shall be sent to the attention of: Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava, Slovak Republic attention of: Tibor Búza. 11. Right of Renewal: Subject always to: (a) Licensor’s approval of the Fifth Series such approval to be at Licensor’s sole discretion; and (b) Licensee’s compliance with all material terms of this Agreement including payment of all sums due to Licensor and the Production Company under this Agreement Licensor grants to Licensee a Renewal Right to produce and broadcast a further series of television programmes based on the Format (the “Sixth Series”) under substantially the same terms and conditions as in this Agreement except that the license fee for the Sixth Series shall be subject to an increase to be agreed in good faith between the parties. The Renewal Right must be exercised in writing by Licensee no later 3 (three) months from the first run of the last episode but no later than 31 March 2014 failing which the Renewal Right shall be deemed to have lapsed. Licensee acknowledges and agrees that if it renews for the Sixth Series but has not started principal photography within 6 (six) months from the renewal date or transmitted all the new episodes of the Sixth Series within 12 (twelve) months from such date, any and all rights in and to the Sixth Series, the Format, the Episodes and all Delivery Materials shall revert to the Licensor immediately.
  • 5. Zmluva číslo: ZM2002503 5 12. Ratings: The Licensee shall provide the Licensor with ratings or performance information on a weekly basis. 13. Production of the Fifth Series: (a) Licensee shall ensure that a respected television production company in the Territory produces the Fifth Series for delivery to the Licensee, such production company to be approved by Licensor (the “Production Company”) (b) Licensor further agrees to: (i) Supervise the production process including the supply by Licensor of consulting services necessary to ensure the Fifth Series preserves the integrity of the Format; (ii) Procure the delivery of the Episodes to the Licensee in accordance with the Delivery Schedule attached hereto as Schedule One; (iii) Procure the delivery of the Delivery Materials as defined herein; (iv) Ensure that the Fifth Series conforms to the Licensee’s technical standards; (v) Ensure that the Fifth Series bears the appropriate credits as requested by Licensee; and (vi) Ensure the production of the Episodes in accordance with the agreed per Daily Episode Fee (the “Production Fee”). (c) Licensee shall pay to the Production Company as directed by Licensor, time being of the essence, the Production Fee as agreed upon in the production agreement between Licensee and the Production Company. For the avoidance of doubt, the Production Fee does not include any prize money (the “Prize”) to be offered to the contestants, such Prize to be provided by Licensee. All sums payable to the Production Company hereunder and not so paid on the due date shall bear interest at the rate of 0,03% (0,03%) per day above the prevailing National Bank of Slovakia Base Rate from the due date of payment until payment is made without prejudice to any other right or remedy of the Licensor or the Production Company whether under this Agreement or otherwise including without limitation the Licensor’s and/or Production Company’s entitlement to be reimbursed by the Licensee in respect of any costs incurred by the Licensor in collecting such payments, including court costs and reasonable attorney’s fees. 14. Ancillary Rights: Save as specifically set out herein Licensor expressly reserves any and all Merchandising and Ancillary Rights (as defined below) in and to the Episodes, the Fifth Series and the Format. 15. Website Rights: Licensor grants to the Licensee the exclusive Website Rights (as defined in the General Conditions), the right to develop and operate the Website in the Territory, subject always to Licensor’s approval of the Website, provided that: (1) the Licensee (and its authorised website provider, if any) uses Licensor’s Style Guide - where available - in the development
  • 6. Zmluva číslo: ZM2002503 6 of the Website (“Website Style Guide”); (2) Licensor retains the final approval over the Website and its content, such approval not be unreasonably withheld or delayed; (3) the Website shall not go live (as the term is understood in the on-line industry) without the prior written approval of Licensor to be granted in Licensor’s sole discretion; and (4) any form of commercial exploitation on the Website shall be subject to Licensor’s prior written approval. The Licensee represents and warrants that it and/or its authorised Website provider will comply with all applicable legal and/or government regulations and codes of practice relating to websites and website administration in the Territory. Licensor hereby grants Licensee a non-exclusive licence in the Territory to use all relevant trademarks, logos and designs associated with the Fifth Series in the Territory on the Website during the Licence Period. For the avoidance of doubt, Licensee acknowledges that Licensor is associated with other websites relating to other international versions of the series based on the Format outside of the Territory. Licensee acknowledges that such websites are accessible in the Territory and shall not be considered a breach of this Agreement. All clearances and fees associated with the use of any literary and musical works, sound recordings or video clips used on the Website shall be the sole responsibility of Licensee. It is hereby acknowledged that Licensee may have the right to insert clips from the television production of the Fifth Series into the Website via a streaming, non- downloadable system solely for promotional purposes, such clips not to exceed two (2) minutes in duration PROVIDED THAT Licensee shall remain responsible for securing all third party clearances (including music) in respect of such clips at its sole expense. Licensee agrees to include the copyright notice for the Fifth Series on the Website. Licensee agrees to account to Licensor in the amount of fifteen per cent (15%) of Gross Website Income received by Licensee from exploitation of the Website Rights in the Territory. “Gross Website Income” shall mean all monies received by Licensee from Licensee’s exercise of the Website Rights in the Territory. For the avoidance of doubt, all rights and licences not so expressly granted are retained by the Licensor and the Licensee agrees that the right to create a Series channel on YouTube or to upload all or part of Episodes of the Series on the YouTube platform and monetize such content, as well as user generated content related to the Fifth Series, shall be retained and controlled by the Licensor and subject to a separate agreement between Licensor and Licensee. The Licensee acknowledges that the Licensor has a pre-existing agreement with Google (YouTube) and all parties agree to discuss in good faith the use of this platform for the Series. 16. Creative Control: Full creative control of the Episodes and the Fifth Series shall remain with the Licensor and be exercised in Licensor’s absolute discretion. However, the Licensor shall consult with the Licensee on key elements of the production including set design, music, titles, and choice of host and the style of presentation of the Format in order to suit the Slovak audience, and shall take the Licensee’s comments into account when making the final decisions with regard to these elements. The Licensee agrees that it shall not, nor authorise or permit any other person to cut, edit, delete or alter in any way any Episode of the Fifth Series in such a manner as to alter the Format or the Series.
  • 7. Zmluva číslo: ZM2002503 7 Licensee acknowledges that the Licensor has the unique and requisite knowledge of the production of television programmes based upon the Format, the process of selection of contestants, rules of the game, the design and execution of the production process and that Licensor shall provide supervision and consultancy to the Production Company in the production of the Fifth Series. Licensor confirms that all costs of supervision and consultancy (including travel and accommodation costs) shall be agreed between Production Company and Licensor and be included in the Production Fee. 17. Delivery Materials: PAL Betacam. 18. Production Schedule: Licensor and Production Company shall provide a detailed production schedule to Licensee and shall advise of any changes that are subsequently made to such schedule. 19. Insurance: Licensor shall be responsible for procuring that insurance cover is secured by the Production Company in respect of the production of the Fifth Series. 20. Fifth Series Promotion: For the purpose of the promotion and advertising of the Fifth Series prior to and during the broadcast of the Fifth Series, Licensee shall have the right to: (a) Use short extracts (not exceeding two (2) minutes in duration) from the Fifth Series in the Licensee’s own promotional sequences which may be used in the form of stills for television series listing magazines; (b) Transmit short excerpts of the Fifth Series not exceeding two (2) minutes in duration on the Channel for the purposes of promotion only subject always to Slovak broadcast and promotion restrictions which shall be the Licensee’s sole responsibility; (c) Be provided by Licensor with the following promotional materials for the Fifth Series: (i) Several versions of an introductory promotional clip (“Generic Clip”) of not more than two (2) minutes in duration not later than fourteen (14) days before the first broadcasting day on the Channel; and (ii) Morning and afternoon versions of the Generic Clip; and (iii) A special prize promotional clip of not more than two (2) minutes duration at least four (4) times a year connected to special prizes and other special events within the show, in each case not later than ten (10) days before the broadcasting day of the relevant Episode as per the broadcast schedule if not stipulated otherwise herein. Licensor undertakes to shoot and/or provide for shooting and/or editing of such short excerpts at no additional cost to Licensee provided that such promotional materials shall be shot in the studio on designated recording days of the Episodes. In the event that the Licensee requests additional promotional recording outside the studio recording schedule, then the Licensee shall pay the full costs of such recording and editing costs.
  • 8. Zmluva číslo: ZM2002503 8 (d) Provide the press with copies of Episodes from the Fifth Series in advance of broadcast of the Fifth Series for the purpose of advance publicity only; and (e) Make such copies of Episodes from the Fifth Series only as are necessary to exercise the rights granted under this Special Condition. 21. Failure to Broadcast: Failure by Licensee or its successors or licensee(s) to broadcast any of the Episodes of the Fifth Series delivered under this Agreement will not in any way relieve Licensee of its obligation to pay all sums payable by it hereunder including the Format Fee and the Production Fee nor shall it entitle the Licensee to receive any refund of any sums already paid. 22. Taxes: Any fees and sums payable by the Licensee to the Licensor or the Production Company (and each part thereof, if payable in instalments) specified in these Special Conditions are net of all deductions, withholdings or taxes of any kind which might be imposed in the Territory. 23. Credits: Credits on each Episode shall be mutually agreed by Licensee and Licensor except it is agreed that each Episode will contain a translation in the Authorised Language of the following full-screen credit: Produced by FremantleMedia for RTVS. © FremantleMedia Operations B.V. [year of broadcast] The final credit before the Licensee’s logo will be the Licensor’s corporate logo to be supplied by the Licensor 24. Notices: Any notice or other communication given or made hereunder may be delivered to the relevant party or may be sent by personal delivery or facsimile or by first class or airmail pre-paid post to the address of that party specified in this Agreement or to that party’s facsimile number thereat or to such other address or number as may be notified hereunder by that party from time to time for this purpose and such notice or communication shall be effectual notwithstanding any change of address or number not so notified. Unless the contrary shall be proved each such notice or communication shall be deemed to have been given or made and delivered on the third business day following posting, if by delivery when left at the relevant address and if by facsimile on transmission. All notices addressed to Licensor shall also be delivered or sent, in accordance with the provisions of this Special Condition to: FREMANTLEMEDIA OPERATIONS B.V. Fourth Floor, NOB Building, the Media Centre, Sumatralaan 45, 1217 GP Hilversum, the Netherlands Tel: 31 35 623 8995 Fax: 31 35 621 3817 Attn: Donald Geurten With a copy to: VP Commercial and Business Affairs, Worldwide Production, FremantleMedia, 1 Stephen Street, London W1T 1AL, UK, Tel: 44 207 691 5064, Fax: 44 207 691 6672. All notices addressed to the Licensee shall also be delivered or sent, in accordance with the provisions of this Clause to:
  • 9. Zmluva číslo: ZM2002503 9 RTVS, Rozhlas a televízia Slovenska, Mlynská dolina, 845 45 Bratislava, Slovak Republic, Attn: Tibor Búza. 25. Jurisdiction: This agreement shall be governed the laws of the Netherlands and the parties hereto agree to submit any disputes to the jurisdiction of the courts of Amsterdam, the Netherlands.
  • 10. Zmluva číslo: ZM2002503 10 GENERAL CONDITIONS The following General Conditions shall apply to and form part of this Agreement. The capitalised terms used in these General Conditions have the same meaning as in the Special Conditions. In the case of any conflict between the Special Conditions and the General Conditions, the Special Conditions shall prevail. WHEREAS: (1) The Licensor controls the exclusive right to produce, broadcast and otherwise exploit television programmes based on the Format in the Territory in the Authorised Language; (2) The Licensee wishes to acquire an exclusive licence from the Licensor to produce and broadcast the Fifth Series on the terms and conditions contained in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS “Agreed Upon Title”: see Special Conditions; “Authorised Language”: see Special Conditions; “Broadcast Schedule”: a detailed schedule of dates when broadcast of the Series shall take place; “Channel”: see Special Conditions; “Episode”: each episode of the Series; “Format”: see Special Conditions; “Format Owner”: see Special Conditions “Licence Fee”: see Special Conditions; “Licence Period”: see Special Conditions; “Logo”: the logo for the Series “Merchandising”: any use of the Format, the brand, Agreed Upon Title, graphics, trademarks or any other component parts contained in or derived from the Programme and all intellectual property rights related thereto to produce, package, market, distribute and sell products or provide a service in the Territory which use shall be subject to and in accordance with terms and conditions set out in this Agreement including all terms and conditions that touch or concern approvals and the commercial terms agreed herein; “Merchandising and Ancillary Rights”: all ancillary rights of exploitation relating to the Format including, without limitation, the format rights, trademarks, copyright, any domain name registered by the Format Owner, theatrical production and distribution, and international distribution but excluding, for the avoidance of doubt, the production and broadcasting of television programmes in the Territory. For the avoidance of doubt, Merchandising and Ancillary Rights shall include, but are not limited to, the right to exploit by merchandising (including, but not limited to, publishing in any media), the right to exploit via any interactive media now known or invented in the future (including, but not limited to, the internet, interactive television and telephony services) and off-screen promotion rights; “Off-Screen Association granted to an On-Screen Sponsor”: the right to grant an on-screen sponsor an association between their product or service and the Programme or the brand off-screen in approved areas (including but not limited to some or all of the following – presence on programme website, print, outdoor, retail promotions, direct mail campaigns, promotional items on pack promotions) in the Territory during the Term and in accordance with this Agreement BUT FOR THE AVOIDANCE OF DOUBT which right expressly excludes the right to produce or sell anything other than the on-screen sponsor’s own pre-existing product or services bearing the brand, Agreed Upon Title, graphics, trademark or any other component parts of the Programme or Format;
  • 11. Zmluva číslo: ZM2002503 11 “On-Screen Sponsorship”: the right granted for money or money’s worth to a third party permitting such third party to feature their product or service on-screen during, within or around the Programme; “Option”: see Special Conditions; “Permitted Number of Transmissions”: see Special Conditions; “Production Schedule”: a detailed schedule of dates when production of the Series shall take place “Promotional Brand Licensing Partnership”: the right to use for payment the title, graphics, format and trademarks or other distinctive feature contained in or derived from the Programme and all intellectual property rights related thereto to promote the sales of a product or a service by approved means (including but not limited to some or all of the following – online, print, outdoor, retail promotions, direct mail campaigns, promotional items and on pack promotions) in the Territory , during the Term, subject always to and in accordance with terms and conditions agreed herein; “Series”: a series of television programmes based upon the Format; “Term”: see Special Conditions; “Territory”: see Special Conditions; “Website Rights” the right to create and develop a website in the Territory in connection with the Series Episodes for commercial and promotional use (“Website”) and the right to authorise a third party website provider to do so on Licensee’s behalf, subject always to: (1) Licensor’s prior written approval of such third party, to be granted in Licensor’s sole discretion, and (2) subject to and in accordance with terms and conditions set out in this Agreement including all terms and conditions that touch or concern approvals herein. 2. PRODUCTION (A) Broadcast Rights: the Licensor hereby grants to the Licensee the exclusive right during the Licence Period to produce the Series in the Authorised Language in the Territory in accordance with the terms of this Agreement. (B) Schedules: The Licensee shall, prior to pre-production of the Series, provide the Licensor with the Production Schedule and the Broadcast Schedule. If the Licensor reasonably requests a change to either such schedule it shall inform the Licensee and the Licensee shall make the necessary change(s) and provide the Licensor with the amended schedule(s). If the Licensee subsequently wishes to make changes to either the Production and/or Broadcast Schedule such changes shall be submitted to the Licensor for its prior approval, which may be withheld in its reasonable discretion. The Licensee shall provide the Licensor with relevant ratings information relating to the Series including start, commercial break and finish timings in the Territory on a weekly basis. Failure by the Licensee to provide any of the information required hereunder shall be deemed a material breach of this Agreement. (C) Editorial Control: The parties will consult on the final form of each Episode to be transmitted, including the definition of the rules of the game comprised within the Format and the adaptation and general presentation of the Format for audiences of the Authorised Language, prior to the transmission of the first Episode. In the event that the parties cannot reach agreement, the Licensor’s decision shall be final. (D) Format Control: No material change to the Format including without limitation the title, logo, host, set design, lighting design, graphic design, decoration, colours, game rules, characters and equipment may be made without prior written approval of the Licensor. The Licensor’s decision as to what constitutes a material change in the Format is final. In addition, the Licensor reserves the right of approval with respect to all production elements for each Episode hereunder, including without limitation the title, rules, use and role of host(s), set designs, lighting designs, graphic designs, decorations, colours and equipment. Such elements must
  • 12. Zmluva číslo: ZM2002503 12 be submitted for approval to the Licensor at the address specified in the notice clause of the Special Conditions. The Licensor’s decision in respect of the production elements is final. (E) Music: The Licensee will be responsible for ensuring that all rights in connection with the music for and in the Series are properly cleared and in particular that the appropriate copyright owners and/or performing rights societies in the Territory are informed and paid. (F) Quality Control: Intentionally deleted (G) Broadcast Regulations: The Licensee warrants that it will comply with all applicable broadcasting regulations and codes of practice in the Territory. 3. OWNERSHIP (A) Existing Proprietary Rights: The Licensee acknowledges that the Format including the name of the Format and any translation thereof, and the Agreed Upon Title and Logo the Episodes and the Series and all formats and other elements appearing in programmes based on the Format worldwide are the sole and exclusive property of the Format Owner. In particular, the Licensee hereby assigns or otherwise, to the fullest extent legally possible, transfers to the Licensor all additions, changes and modifications to the Format contained in or resulting from the Series made by the Licensee and/or its staff and/or its co-producer(s) in accordance with Clause 2(D) of these General Conditions. The Licensee shall not do, nor permit to be done, anything which may in any way impair the copyright or the trade names, trademarks, or any other interest of the Licensor/Format Owner in or to any Episodes created under this Agreement. (B) Trademark: The Licensee agrees that the Licensor has the exclusive right to register the Agreed Upon Title and Logo as a trade mark and the Licensor as the trademark owner in the Territory in order to afford the proper protections in the Territory on behalf of the Format Owner. The Licensee is hereby granted by way of exclusive licence the right to use the Agreed Upon Title during the Licence Period and any renewal(s), provided such use is limited to the broadcast and promotion of the Series within the Territory. The Licensee shall not register, use or copy or authorise or permit to be registered, used or copied any portion of any programme or any material which in the Licensor’s reasonable opinion is confusingly similar to any of the Format Owner’s proprietary rights hereunder. Any goodwill and any other interest in and to said trade mark shall be reserved to the Licensor exclusively. (C) Infringement: Each party shall notify the other party of any infringements or violations in the Territory or elsewhere of any rights hereunder that come to the attention of any party and shall co-operate with the other party to prevent or stop such infringements or violations and obtain redress therefor. Should the Licensor wish to take action to protect the exploitation of its rights, it shall be empowered to use the name of the Licensee for such purpose. Should the Licensor wish to take such action and the Licensee is unwilling to participate in such action, the Licensor shall be empowered to use the name of the Licensee for such purpose but for the avoidance of doubt all such action shall be at the sole cost of the Licensor and any sums recovered from such action shall be retained in full by the Licensor. The rights and obligations of the parties under this Agreement are not affected by the event of such infringements. (D) Other Rights: In view of the unique nature of the proprietary material being delivered by the Licensor to the Licensee, the rights and licences granted hereunder by the Licensor to the Licensee are limited to those expressly set forth in this Agreement and shall be strictly construed, and the Licensor retains any and all rights it may have to enforce its proprietary rights. (E) Survival: The rights of the Licensor and obligations of the Licensee contained in this Clause 3 of the General Conditions shall survive any expiration or termination of this Agreement. (F) [Intentionally deleted] 4. BROADCAST (A) Broadcast Rights: The Licensor hereby grants to the Licensee the exclusive right during the Licence Period to broadcast the Series in the Authorised Language to audiences in the Territory for the Permitted Number of Transmissions on the terms and conditions contained in this Agreement. With respect to any simultaneous
  • 13. Zmluva číslo: ZM2002503 13 European cable retransmission of the Series (whether within or outside the Territory) all income payable by Agicoa or any other collection organisation authorised to collect such revenue, shall be retained by the Licensor for its own account. (B) Other Procedures: The Licensee shall not in any way broadcast or use, nor knowingly permit the broadcast or use of, the Series or any part of it or any proprietary material of the Licensor including but not limited to the Format or any part of it or the Agreed Upon Title: (i) Outside of the Territory; (ii) In any language other than the Authorised Language; (iii) In excess of the Permitted Number of Transmissions; (iv) In excess of the permitted Length of Each Episode; (v) Under any title other than the Agreed Upon Title; or (vi) After the expiration of the Licence Period; Unless and to the extent expressly permitted in writing by the Licensor. (C) Restrictions: The Licensee warrants that the Series (and every Episode thereof) shall be broadcast in its entirety and solely on the Channel in accordance with the Special Conditions, except as otherwise agreed in writing by the Licensor. (D) Spill over: The Licensee acknowledges and accepts that the Licensor is associated with other, versions of the Format outside the Territory, and that these versions may spill over into the Territory as a result of their being transmitted by over-the-air or satellite television services. Such spill over shall not be considered to be a breach of this Agreement. 5. LICENCE AND PRODUCTION FEES / PAYMENT (A) Licence and Production Fees: In consideration of the Licensor’s granting to the Licensee the rights in this Agreement, materials, formats and technical assistance contributed by the Licensor, the Licensee shall pay to the Licensor the Licence Fee specified in Special Condition 10 and the Production Fee to the Production Company as specified in Special Condition 13. (B) Failure to produce and/or broadcast: Failure by the Licensee (or its successor(s), assignee(s) or licensee(s)) to produce or broadcast any of the episodes of the Series licensed under this Agreement (except as a consequence of force majeure) will not in any way relieve the Licensee of its obligation to pay all sums payable by it hereunder nor shall it entitle the Licensee to receive any refund of any sums already paid. (C) Manner of Payment: The Licence Fee will be transferred by the Licensee on the due dates and in the amounts specified in the Special Conditions into a bank account in the name of the Licensor details of which shall be notified to the Licensee by the Licensor,. At the time of each transfer the Licensee will notify the Licensor by fax at the number specified in the Special Conditions. (D) Taxes. Any fees and sums payable by the Licensee to the Licensor (and each part thereof, if payable in instalments) specified in the Special Conditions are net of all deductions, withholdings or taxes of any kind which might be imposed in the Territory. Should any payment from the Licensee to the Licensor be subject to any such deductions, withholdings or taxes, the fees specified above shall be grossed up in such a fashion as to net, after such deductions, the amounts specified in the Special Conditions. (E) Interest: All sums payable to the Licensor hereunder and not so paid on the due date shall bear interest at the rate of 0,03 per cent (0,03%) above the National Bank of Slovakia Base Rate from the due date of payment until payment is made without prejudice to any other right or remedy of the Licensor whether under this Agreement or otherwise including without limitation the Licensor’s entitlement to be reimbursed by the
  • 14. Zmluva číslo: ZM2002503 14 Licensee in respect of any costs incurred by the Licensor in collecting such payments, including court costs and reasonable attorney’s fees. (F) Late Payment: For the avoidance of doubt, any payment not made by the Licensee within sixty (60) days of the due date set out above shall be deemed a material breach by the Licensee and the Licensor shall be entitled to treat this contract as terminated and shall be entitled to claim all remedies in respect thereof. 6. MERCHANDISING AND ANCILLARY RIGHTS See Special Conditions. 7. GENERAL (A) Entire Agreement, modifications, severability: This Agreement sets out the entire agreement and understanding between the parties hereto in relation to the transaction hereby contemplated and it supersedes all previous agreements, arrangements and understandings (whether written or verbal) between them with regard to such transaction and each party acknowledges that it is not entering into this Agreement or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out herein. The invalidity of any provision herein shall not affect the validity or enforceability of any other provision of this Agreement. (B) Independent Contractor: Each party shall be deemed with respect to all activities of such party contemplated hereunder to be an independent contractor, and this Agreement shall not create a joint venture, partnership, principal-agent, employer-employee or similar relationship between the parties. All persons engaged by either party in connection with such party’s performance hereunder shall be deemed to be such party’s employees or agents and shall not in any sense be considered the employees or agents of the other party. (C) Third Party Rights: The parties agree that the terms of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or any term hereof. (D) Indemnification: The Licensee agrees to indemnify the Licensor, its officers, agents, directors, licensees, successors and assigns and to hold them and each of them free from any loss, liability, cost, damage and expense (including, without limitation, reasonable legal fees) which they may suffer or incur by reason of any breach of any warranty, representation, undertaking or agreement made by the Licensee hereunder. For the avoidance of doubt, any unintentional overspill of the Licensee’s broadcast signal into the border regions of neighbouring territories shall not be considered a breach of this Agreement (E) Termination: This Agreement shall terminate upon the occurrence of any of the following events: • Immediately, upon dissolution and liquidation of the Licensee; • Immediately, if the Licensee becomes bankrupt or insolvent or files a petition in bankruptcy; • Upon any material breach or default of this Agreement by either party, if the breach or default is not cured within a reasonable period following notice from the other party of such breach or default. At the end of the Term (or upon earlier termination in accordance herewith), the Licensee shall immediately cease exploitation of the rights granted hereunder and subject to the Licensee’s option to renew this Agreement under Clause 11 of the Special Conditions all such rights shall automatically and immediately revert to the Licensor. (F) Waiver: No failure or delay by any party hereto in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by any party hereto of any right power or privilege preclude any further exercise thereof or the exercise of any other right power or privilege. All remedies, rights, obligations and agreements contained herein are cumulative and none of them shall limit any other remedy, right, obligation or agreement herein. (G) Confidentiality: Any information supplied by one party to the other shall be deemed proprietary to the party giving such information and shall be treated as strictly confidential by the receiving party and shall not be disclosed to a third party or copied by the receiving party, except as is necessary to (i) implement this Agreement;, or (ii) as may be approved by the party giving the information; or (iii) is required by law or statutory or regulatory authority, including any stock exchange supervisory authority worldwide, to be disclosed by either party; or (iv) as
  • 15. Zmluva číslo: ZM2002503 15 may be in the public domain through no fault of the receiving party or as revealed to bona fide professional advisers. Without prejudice to the generality of the foregoing, the Licensee shall not disclose to the Channel or any other third party the Licence Fee payable under this Agreement without the prior written permission of the Licensor. (H) Assignment: This Agreement shall be binding upon and ensure to the benefit of the legal successors of either party. With the exception of the Licensee’s right to license the broadcast of the Series to the Channel and/or third parties approved by the Licensor, the Licensee shall not assign, transfer, charge, sub-license or make over this Agreement or any of its rights or obligations contained herein without the prior written consent of the Licensor. The rights which the Licensee shall license to the Channel and/or third parties approved by the Licensor shall be limited to the rights granted hereunder. Any agreement which the Licensee (or its successors, assigns or licensees) enters into concerning the subject matter of this Agreement shall not conflict with the terms and conditions contained herein. The Licensor may assign the benefit and burden of this Agreement within the Fremantle group of companies provided that any such assignment shall not relieve the Licensor of its obligations hereunder. (I) Force Majeure: Any claim by either party that its performance, default or delay is excused by occurrences constituting force majeure can only be made if such occurrence is unforeseen and beyond the control of the party claiming force majeure, and only if it involves an act of God, war or a natural disaster. Any claim of force majeure must be made in writing to the other party by registered mail (receipt showing delivery being ordered by the sending party at the time of registration) within seven (7) days of the occurrence of the alleged event of force majeure. In all other cases such a claim of force majeure shall be deemed to have been waived. In the event of any claim of force majeure, the parties shall take all possible action to minimise the consequences of force majeure and shall enter into negotiation to determine if and/or to what extent the continued performance of this Agreement is possible. (J) Authority: Each party hereby represents and warrants for itself that it has and shall continue to have authority and capacity to enter into and fully perform its obligations under this Agreement in all respects and that its execution of this Agreement has been fully authorised by its governing authority. (K) Variation: No variation hereof shall be binding unless in writing signed by Licensor or its duly authorised representative and a duly authorised representative of the Licensee. (L) Applicable Law: The rights and obligations of the parties in implementing this Agreement shall be governed by the laws of the Netherlands, in all cases taking into account industry practices and trade usage. IN WITNESS WHEREOF, the parties have fully executed this Agreement on the date set forth above. FREMANTLEMEDIA OPERATIONS B.V. ROZHLAS A TELEVÍZIA SLOVENSKA Name: J.F. van der Drift Title: Director Name: Václav MIKA Title: General Director RTVS FREMANTLEMEDIA OPERATIONS B.V. Name: D.Geurten Title: Director SCHEDULE ONE DELIVERY SCHEDULE TBC