Zmluva číslo: ZM2002503
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
Trvanie zmluvy 1.6.2013 – 1.9.2015 (alebo koniec dátumom
vysielania poslednej epizódy) – čokoľvek
Vysielacie práva: Exkluzívne práva na over-the-air a satelitné
Simulcasting (nie je povinný) =
geoblokovane áno! , možnosť streamovať
maximálne 30 dní po odvysielaní
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
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
Zmluva číslo: ZM2002503
LICENCE AND PRODUCTION AGREEMENT
This Agreement is made on 23 May 2013.
(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”);
(2) ROZHLAS A TELEVÍZIA SLOVENSKA whose principal place of business is at Mlynská dolina, 845 45
Bratislava, Slovak Republic (the “Licensee”).
(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.
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
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.
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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
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
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;
Zmluva číslo: ZM2002503
• 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
XXXXXXXXXXX, ACCOUNT NO. XXXXXXXXXXX ,
SWIFT CODE: 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
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.
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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
(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
(iv) Ensure that the Fifth Series conforms to the Licensee’s
(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
(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
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
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
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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
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.
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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
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
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;
(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.
Zmluva číslo: ZM2002503
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.
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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.
(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:
“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;
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“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.
(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
(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
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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.
(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]
(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
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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
(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
(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
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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.
(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
(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
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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
(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
(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.