ZM2002450
1
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Krisolta Film & TV(UK) ...
ZM2002450
2
Technické náklady za materiál: žiadne, materiál bude zaslaný na
zapožičanie na dobu 45 dní
Technické parametre...
ZM2002450
3
Krisolta Film & TV (UK) Ltd.
107B Oakhill Road
Putney, London SW152QL
United Kingdom
As of May 16, 2013
Radio ...
ZM2002450
4
7. EXCLUSIVITY/HOLDBACKS: Licensor shall not itself exhibit, and shall not authorize a third party to
exhibit,...
ZM2002450
5
of a Licensed Program (or as soon as practicable for any Licensed Programs with a License Period scheduled to
...
ZM2002450
6
LICENSEE: Radio and Television of Slovakia
Mlynská dolina, 845
45 BRATISLAVA,
Slovak Republic
Attn: Mrs. Katar...
ZM2002450
1
SCHEDULE “A”
Title License Period
Start Date
License Period End
Date
Licensed
Service
License Fee
(US$)
CHOCOL...
ZM2002450
1
SCHEDULE “B”
STANDARD TERMS
The Free Television License Agreement Standard Terms
(“Standard Terms”) set forth ...
ZM2002450
2
furnish Licensor with a certificate of destruction in connection
therewith.
(d) If available in the Authorized...
ZM2002450
3
manner as to constitute an express or implied endorsement of any
product, service or sponsor; (iii) Licensee s...
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4
(ii) each such suspension shall not exceed a period of six (6)
consecutive months; and (iii) there shall be no...
ZM2002450
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Agreement, an "event of force majeure" in respect of a party shall
mean, to the extent beyond control of such ...
ZM2002450
6
18. RETRANSMISSION ROYALTIES: Any fees payable by
reason of any government-permitted or government-mandated
re...
ZM2002450
7
jurisdiction, in which event the party making such disclosure shall
so notify the other party as promptly as i...
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Zm2002450 txt - scan

  1. 1. ZM2002450 1 Licenčná zmluva na nákup licenčných práv programov (výpis zo zmluvy) Zmluvní partneri: Krisolta Film & TV(UK) Ltd. 107B Oakhill Road Putney, London SW152QL Veľká Britána zastúpená: Matthew Sheehan a Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava IČO: 47 232 480 IČ DPH: SK2023169973 Štatutárny orgán: Václav Mika Generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B Programy: hrané filmy 13 x 100´ - 120´ Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka Trvanie zmluvy: Licenčná doba na 2 roky, rozsah licenčných dôb od 1.8.2013 do 30.8.2016 Licencia na územie: Povolený jazyk: Slovenská republika slovenský - dabing Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 72 hod. Vysielacie práva: Terestriálne – Free TV práva Analógové aj digitálne šírenie Licenčný poplatok: 82.900,- USD Splatnosť licencie: po podpise zmluvy a dodaní materiálov najneskôr k 30.9.2013 Podmienky dodania materiálu: po podpise zmluvy a zaslaní písomnej požiadavky na dodávku materiálov
  2. 2. ZM2002450 2 Technické náklady za materiál: žiadne, materiál bude zaslaný na zapožičanie na dobu 45 dní Technické parametre materiálu: Digital Betacam SD or HD CAM obraz vo formáte 16:9, original dialógové listiny. Dátum dodania materiálu: Prístup k verzií: Ustanovenie o zákonnej povinnosti zverejnenia zmluvy: za Krisolta Film& TV(UK) Ltd. Matthew Sheehan po podpise zmluvy, podľa požiadavky RTVS povolený za úhradu 50% dokladovaných nákladov RTVS na výrobu verzie v časti zmluvy Standard Terms – bod 2 doplnené v bode 27 – Standard Terms za RTVS Václav Mika generálny riaditeľ
  3. 3. ZM2002450 3 Krisolta Film & TV (UK) Ltd. 107B Oakhill Road Putney, London SW152QL United Kingdom As of May 16, 2013 Radio and Television of Slovakia Mlynská dolina, 845 45 BRATISLAVA, Slovak Republic Attn: Mr.Václav Mika Dear Mr Mika This letter sets forth the terms and conditions of the license agreement (the “Agreement”) between KRISOLTA FILM & TV (UK) LTD (“Licensor”), and RADIO AND TELEVISION OF SLOVAKIA (“Licensee”) with respect to the licensing of the thirteen (13) theatrical motion pictures (the “Licensed Programs”), as set forth on Schedule “A” attached hereto, on the terms and conditions set forth herein: 1. LICENSE: Licensee shall have the exclusive right to telecast and exhibit, and to authorize the telecast and exhibition of, the Licensed Programs set forth on Schedule “A”, only in the “Authorized Languages” (defined below) in the “Territory” (defined below) during the “License Period” (defined below) solely on the “Licensed Services” (defined below) by means of “Free Television” (as defined in “Schedule “B”). 2. LICENSED SERVICES: As used herein, the term “Licensed Service(s)” shall mean and include only the Free Television programming service(s) owned and operated by Licensee known as “Jednotka” and “Dvojka” each, a “Licensed Service” and collectively, the “Licensed Services”) as set forth on Schedule “A” hereto. 3. LICENSE PERIOD: The “Term” of this Agreement shall commence as of the “Start Date” of the earliest “License Period” as set forth on Schedule “A” and shall end on the earlier of: (a) the expiry of the last License Period set forth on Schedule “A” hereto, or (b) the earlier termination of this Agreement. The “License Period” during which each Licensed Program may be telecast hereunder shall commence on the “Start Date” set forth on Schedule “A” for such Licensed Program and end on the earliest of (i) the “End Date” for such Licensed Program, as set forth on Schedule “A”, or (ii) the date on which all authorized “Runs” (defined below) have been completed with respect to such Licensed Program, or (iii) the earlier termination of this Agreement. 4. RUNS: (a) During the License Period for each Licensed Program, Licensee shall be entitled to two (2) telecasts (each, an “Initial Telecast”) of each such Licensed Program as set forth on Schedule “A” (save for “Central Station” in which Licensee has one (1) run) provided that, with respect to each Licensed Program, Licensee shall be entitled to only plus one (1) repeat telecast(s) taken within the seventy-two (72) hour period after each Initial Telecast (“Runs”) provided that such repeat telecast shall not be within “prime-time” hours (i.e. between the hours of 8:00 pm and 12:00 am). (b) Except as otherwise provided in accordance with the terms of this Agreement, the License Fee (as set forth in Section 8 below) shall be due and payable to Licensor whether or not Licensee elects to utilize any or all of the authorized transmissions hereunder. 5. TERRITORY: Slovakia. 6. AUTHORIZED LANGUAGE: Original language dubbed and/or subtitled in Slovak and Czech.
  4. 4. ZM2002450 4 7. EXCLUSIVITY/HOLDBACKS: Licensor shall not itself exhibit, and shall not authorize a third party to exhibit, the Licensed Programs during the License Period (the “Holdback Period”), in the Territory in the Authorized Language by means of “Free Television” (as such term is defined in the Standard Terms in Schedule “B”). Except as set forth herein, nothing contained herein shall prohibit or otherwise restrict Licensor from otherwise exhibiting and/or promoting, or authorizing the exhibition or promotion of, the Licensed Programs prior to, during or after such Licensed Program’s License Period. Licensor reserves and/or Licensor may freely exploit, and authorize third parties to exploit, without limitation, any and all rights not granted exclusively or heldback herein, whether now known or hereafter devised including without limitation all forms of Pay Television, Basic Television, all forms of on demand (including, without limitation, video on demand and subscription video on demand), all forms of pay per view and all forms of home video exploitation including, without limitation, electronic-sell-through. 8. LICENSE FEE: In full and complete consideration of the rights granted herein, Licensee shall pay Licensor a “License Fee” in the amount of Eighty-Two thousand and Nine hundred US Dollars (US$82,900.00) allocated among the Licensed Programs as set forth on Schedule “A”, and due and payable in full on the earlier of (i) the date of signature of this Agreement and (ii) 30 September 2013 to the bank account as listed below: KBC Bank N.V. London Branch 5thFloor 111 Old Broad Street London EC2N 1BR United Kingdom Swift Code:xxxx IBAN: xxxx Account Name: Krisolta Film and TV (UK) Ltd. Licensee acknowledges that there is currently no withholding tax, levy, or other duty which must be paid under the law of any part of the Territory with respect to amounts due or to become due to the Licensor under this Agreement. Accordingly, subject to the terms of the next sentence, Licensee agrees that it shall not deduct any such tax from the amounts payable to the Licensor hereunder. If, after the date hereof, there is a change in any applicable law or tax treaty such that Licensee becomes required to withhold or deduct any amounts from payments otherwise required to be paid to the Licensor under this Agreement, Licensee shall: (a) provide written notice to the Licensor of its intention to pay any such tax, the nature of such tax, and the amount thereof at least thirty (30) days prior to any such payment; and (b) provide the Licensor with a valid receipt from the applicable governmental authority evidencing the payment so made by Licensee promptly following payment thereof. All amounts so paid by Licensee shall be treated as payments made solely by and on behalf of the Licensor. Licensee shall not be entitled to claim any refund from the Licensor of any amount already paid to the Licensor hereunder as a result of Licensee’s payment of any such taxes. Notwithstanding the foregoing, if a double taxation treaty exists between the country from which payment is made and the country to which such payment is made, the withholding tax deducted and paid by Licensee (to the extent permitted under this section) shall be deducted and paid in accordance with such double taxation treaty. 9. PROMOTION/ADVERTISING WINDOW: Licensee shall have the right to advertise and promote the exhibition of each of the Licensed Programs on the Licensed Service in the Territory during and for thirty (30) days prior to the License Period via and via the Internet (subject to any promotion or advertising on the Internet being “geo-filtered” through industry standard means that restricts such advertising and promotion to only be received via the Internet in the Territory). 10. DELIVERY: Licensor shall deliver to Licensee (or shall make available to Licenseeone (1) PAL Digibeta SD 16:9 version (and, if available and at the sole cost and expense of Licensee, one HDCAM 16:9 version) of each of the Licensed Programs in the original language (collectively, the “Materials”), with such Digibeta SD Materials on loan to Licensee and to be returned by Licensee to Licensor (at Licensee’s cost and in the same condition as received by Licensee) within forty-five (45) days of receipt. Subject to Licensor’s receipt of the License Fee pursuant to the terms of this Agreement, delivery shall be provided (or the Materials shall be made available to Licensee) upon Licensee's written request therefor made at least sixty (60) days in advance of the scheduled telecast
  5. 5. ZM2002450 5 of a Licensed Program (or as soon as practicable for any Licensed Programs with a License Period scheduled to begin prior to sixty (60) days from the execution of this Agreement). Licensor shall also deliver to Licensee or shall make available to Licensee, at Licensor’s cost, if available and if requested by Licensee, trailers and/or other original language-only promotional material associated with the Licensed Program. Delivery to Licensee or to its agent at the address set forth in the License Agreement shall be deemed delivery hereunder. All costs of the physical delivery (including creation, if applicable) and shipping (including, with respect to the Digibeta SD Materials, return shipping) shall be borne by Licensee. Delivery shall be made to Licensee at the following address: Acquistions Department, Mlynská dolina, 845 45 BRATISLAVA, Slovak Republica and delivery at such address shall be deemed delivery to Licensee. 11. NO CROSSING: For the avoidance of doubt, Licensee and the Licensor each acknowledge and agree that (a) the Licensor and Licensee shall treat all rights in and to any Licensed Program licensed by the Licensor to Licensee hereunder as separate and distinct rights from any other rights to motion films, television programs or other content that has been or hereafter may be licensed by the Licensor to Licensee under any other agreement now existing or hereafter arising (collectively, the “Outside Content”); and (b) there shall be no crossing or cross- collateralization between the rights in and to any Licensed Program licensed hereunder and any rights that have been or hereafter may be licensed by the Licensor to Licensee with respect to Outside Content. Without limiting the generality of the foregoing, Licensee agrees that it shall account for and make payments with respect to gross receipts, distribution expenses and any other amounts with respect to any Licensed Program without consideration for any gross receipts, distribution expenses or other amounts that may be owing or payable with respect to any Outside Content, and in no event shall Licensee offset, cross-collateralize or apply any gross receipts, distribution expenses and/or other amounts with respect to any Outside Content against any amounts payable to the Licensor with respect to such Licensed Program under the terms of this Agreement. 12. REFUNDS OR CLAIMS: The Licensor and Licensee each hereby acknowledge and agree that Licensee’s entitlement to receive any refunds or rebates with respect to any Licensed Program or to claim any other amounts with respect to any Licensed Program hereunder shall be expressly subject to the Licensor’s receipt of any such refunds, rebates or other amounts from the Licensor’s predecessor-in-interest with respect to such Licensed Program. The Licensor and Licensee further acknowledge and agree that the Licensor’s failure in obtaining any refund, rebate or claim shall not be a breach of the terms of this Agreement by the Licensor and in no event shall the Licensor be held liable by Licensee for any such refund, rebate or claim. 13. ASSIGNMENT: The Licensor shall have the right, exercisable at any time, to freely assign, transfer or sublicense any of its rights, or delegate any of its obligations or duties, under this Agreement to any person, company or entity. Notwithstanding the foregoing, the Licensor shall remain secondarily liable with respect to its obligations and liabilities to Licensee hereunder unless such assignment or transfer is (a) to an entity with which the Licensor merges or consolidates, or which acquires all or substantially all of the assets of the Licensor; or (b) to the Licensor’s predecessor-in-interest with respect to the Licensed Program, in which case, such assignment or transfer shall relieve the Licensor from its obligations and liabilities to Licensee under this Agreement and Licensee shall look solely to such assignee or transferee with respect to the performance and satisfaction of all such obligations and liabilities. Any assignment or transfer of the type described in (a) or (b) above shall be effective immediately upon receipt of written notice from the Licensor. 14. NOTICE: Any and all notices, communications, and demands required or desired to be given hereunder by either party hereto shall be in writing and shall be validly given or made if served personally, by facsimile, as a pdf attachment to a transmittal e-mail, or by an overnight delivery service, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally or by facsimile, or as a pdf attachment to a transmittal email, service shall be conclusively deemed made on the same day (or if such day is not a business day, then the next business day); if by an overnight delivery service, on the next business day; and if by certified or registered mail in the manner above provided, on the second subsequent business day. To be effective, any service hereunder shall be to the addresses set forth below: LICENSOR: Krisolta Film & TV (UK) Ltd. 107B Oakhill Road Putney, London SW152QL United Kingdom Attn: Matthew Sheehan Fax: +44 870 731 9001
  6. 6. ZM2002450 6 LICENSEE: Radio and Television of Slovakia Mlynská dolina, 845 45 BRATISLAVA, Slovak Republic Attn: Mrs. Katarina Slovakova Fax:+421-2-60614425 Tel: +421-2-65424949 Email: katarina.slovakova@rtvs.sk 15. STANDARD TERMS: This Agreement shall be deemed to include and is subject to the Standard Terms attached hereto provided, however, that in the event of any inconsistency between the provisions of this Agreement and the Standard Terms attached hereto as Schedule “B”, the provisions of this Agreement shall prevail to the extent of such inconsistency. Please indicate your acceptance of and agreement to the foregoing terms and conditions by signing this Agreement in the spaces indicated below. ACCEPTED AND AGREED TO: Date:________________________ LICENSOR: LICENSEE: KRISOLTA FILM & TV (UK) LTD RADIO AND TELEVISION OF SLOVAKIA By:_____________________________ Its:______________________________ Date:____________________________ By: Mr.Václav Mika Its:General Director Date:____________________________
  7. 7. ZM2002450 1 SCHEDULE “A” Title License Period Start Date License Period End Date Licensed Service License Fee (US$) CHOCOLAT 01 August 2013 31 July 2015 JEDNOTKA x CIDER HOUSE RULES 01 August 2013 31 July 2015 JEDNOTKA x FRIDA 01 August 2013 31 July 2015 JEDNOTKA x MALENA 01 August 2013 31 July 2015 JEDNOTKA x THE TALENTED Mr.RIPLEY 01 August 2013 31 July 2015 JEDNOTKA x COLD MOUNTAIN 01 August 2013 31 July 2015 JEDNOTKA x EVERYBODY´S FINE 01 September 2014 30 August 2016 JEDNOTKA x SHIPPING NEWS 01 August 2013 31 July 2015 JEDNOTKA x NAQOYQATSI 01 August 2013 31 July 2015 DVOJKA x THERE WILL BE BLOOD 01 August 2013 31 July 2015 DVOJKA x THE BEST YEARS OF OUR LIVES 01 August 2013 31 July 2015 DVOJKA x CHILDREN OF HEAVEN 01 August 2013 31 July 2015 DVOJKA x CENTRAL STATION 01 August 2013 20 November 2013 DVOJKA x 82,900
  8. 8. ZM2002450 1 SCHEDULE “B” STANDARD TERMS The Free Television License Agreement Standard Terms (“Standard Terms”) set forth below are attached to and made a part of that certain License Agreement dated as of May 15, 2015 (“License Agreement”) by and between Krisolta Film & TV (UK) Ltd (“Licensor”) and Radio and Television of Slovakia (“Licensee”). Any references to the “License Agreement” contained herein-below shall be deemed to include these Standard Terms. Any capitalized terms used in these Standard Terms and not defined herein shall have the meanings ascribed in the License Agreement. 1. LICENSE/DEFINITIONS: Subject to Licensor's receipt of full consideration from Licensee due hereunder and the performance by Licensee of each of its obligations hereunder, Licensor grants and Licensee accepts a limited license under copyright to telecast in the Territory and in the language(s) noted in this License Agreement, but nowhere else in the world and in no other languages, the motion picture(s) or program(s) licensed hereunder (the “Licensed Program(s) ”) only by means of “Free Television” (as defined below) during the License Period of the Licensed Program as set forth in this License Agreement. A. “FREE TELEVISION” shall mean a conventional, advertiser supported free, over-the-air television transmission originating in the Territory the video and audio portions of which can be intelligibly received solely within the Territory without charge (other than any compulsory fees charged by a government or governmental agency assessed on those who use television sets/receivers), and for which the broadcaster thereof receives no fees or payments (other than revenues from commercial advertisements), by means of encrypted satellite, optical fiber, telephone cable, coaxial cable, encrypted DTT, and/or encrypted UHF. Such Free Television signal of a Licensed Program on the Licensed Service may also be simultaneously retransmitted in a linear manner in its entirety without modification, as part of the Licensed Service telecast, by means of “Basic Television” and by means of IPTV via the Internet subject to such telecasts being encrypted and geo-filtered such that it may only be received by authorized and authenticated subscribers of the applicable Licensed Service in the Territory and which is received without any additional charges or fees to the viewer (apart from any compulsory governmental fees). None of the Licensed Programs shall be broadcast, telecast, cablecasted, exhibited or transmitted by Licensee or under authority of Licensee into any place where any admission fee is charged, all of which rights are expressly excluded from the license granted to Licensee hereunder and are reserved to Licensor in addition to any other rights reserved by Licensor pursuant to the Agreement. In no event shall “Free Television” be deemed to include, without limitation, any form of Pay Television, video-on-demand, subscription-video-on-demand, pay-per view, or stand alone Basic Television. B. “BASIC TELEVISION” shall mean an advertiser supported and subscriber supported programming service consisting of a linear transmission and retransmission of synchronized video and audio signals from a distance (i.e., other than from the premises where received) and intended for reception by subscribers of the Licensed Service(s) in the Territory, by any means now known or hereinafter devised, including satellite, optical fiber, telephone cable, coaxial cable, encrypted DTT, and/or encrypted UHF, or by means of IPTV via the Internet, Web TV and/or wireless, subject to such telecast being encrypted and geo-filtered such that it may only be received by authorized and authenticated subscribers of the applicable Licensed Service in the Territory, and only capable of receipt upon payment of a periodically charged subscription and/or access fee by a subscriber to the provider and are sold and marketed as part of a “basic” tier of programming services. C. “PAY TELEVISION” shall mean the exhibition by means of a linear premium programming service not supported by advertising and which is distributed by means of satellite, optical fiber, telephone cable, and/or coaxial cable, or by means of IPTV via the Internet, Web TV and/or wireless, subject to such telecast being encrypted and geo-filtered such that it may only be received by authorized and authenticated subscribers of the applicable Licensed Service in the Territory, where there is an obligation to pay a supplemental fee or premium charge for the right to receive such programming service in addition to any basic service fee paid by the viewer or subscriber, whether such supplemental fee or premium charge is paid or assessed on a monthly, weekly or other regular periodic basis. For the avoidance of confusion, Pay Television shall not be deemed to include any form of video-on- demand, subscription video-on-demand, or pay-per-view. D. “IPTV” shall mean a closed distribution system where a digital television multichannel programming service is delivered to subscribing consumers using Internet protocol over such closed distribution system, which closed distribution system is owned and/or controlled by the distributor of such multichannel programming service. 2. DELIVERY/EXAMINATION/RETURNOF VIDEOTAPES, MASTERS AND/OR OTHER MATERIALS: (a) Licensor shall deliver to Licensee as set forth in the Agreement. If a master of a requested Licensed Program is not available, then upon the mutual agreement of Licensor and Licensee, Licensor may deliver, in lieu thereof, a videotape of an alternate available Licensed Program. Licensor shall also deliver to Licensee, if available and if requested by Licensee, trailers and/or other promotional material associated with the Licensed Program. Delivery to Licensee or to its agent at the address set forth in the License Agreement shall be deemed delivery hereunder. Licensee shall furnish an affidavit with respect to any lost, stolen or destroyed videotapes, trailers and/or other promotional material and shall pay Licensor the actual laboratory costs associated therewith. All videotapes, digital files, trailers and/or other promotional material and any parts or replacements thereof shall remain the sole property of Licensor at all times and Licensee shall promptly furnish and/or execute any documents requested by Licensor confirming or evidencing Licensor's ownership of and rights in and to the videotapes, digital files, trailers and/or other promotional material. (b) Licensee shall promptly examine each videotape upon receipt thereof and shall give Licensor written notice within three (3) weeks of receipt if said videotape is not physically suitable for telecast and provides the Licensor with a Quality Control (QC) Report indicating the rejectable issues. If such notification is not received by Licensor at the conclusion of said three (3) week period, the videotape will be deemed accepted by Licensee. If Licensee notifies Licensor within the three (3) week period that a videotape is not physically suitable for telecast, then at Licensor's option, Licensor may furnish another videotape of the Licensed Program in question or a suitable videotape of another Licensed Program or grant a proportionate credit with respect to the portion of the license fee allocable to the Licensed Program, it being acknowledged that Licensor shall have no other obligation or liability to Licensee whatsoever. Licensor shall not be deemed to be in breach of the License Agreement as a result of any defect in a delivered videotape or any unavailability of a substitute videotape. (c) Videotapes of each Licensed Program furnished to Licensee hereunder, together with all trailers and/or any other materials furnished by Licensor, shall be returned to Licensor pre-paid within forty-five (45) days following Licensee’s receipt thereof. Upon Licensor's request, in lieu of returning any videotapes to Licensor, Licensee shall destroy such videotapes and
  9. 9. ZM2002450 2 furnish Licensor with a certificate of destruction in connection therewith. (d) If available in the Authorized Language, Licensor will deliver the dubbed or sub-titled version of each Licensed Program in the language permitted pursuant to the License Agreement, at Licensee’s cost, provided, however, that Licensor makes no representation that any dubbed or subtitled version of a Licensed Program has been cleared for exhibition and all such clearances, as well as any costs and expenses for such clearances, shall be Licensee’s sole responsibility. In addition, Licensee will be responsible for all costs associated with modifying any existing dubbed or sub-titled version of a given Licensed Program for Licensee's use pursuant to the terms and conditions of the License Agreement. If a dubbed or sub-titled version of a Licensed Program is not available, Licensee shall have the right, at Licensee's sole cost and expense, to prepare or have prepared any desired dubbed or sub-titled version of such Licensed Program. The Licensee is obligated to create the dubbed and/or subtitled version of the Licensed Program(s) in its entirety. The dubbed and/or subtitled version may not be edited prior to the creation of the dubbed and/or subtitle version. In the event that Licensee prepares or has prepared any dubbed or sub-titled version of any of the Licensed Programs licensed hereunder, Licensee will ensure that such dubbed or sub-titled versions are of first class industry standard quality and will not commit any act or enter into any agreement which would serve to impair or derogate from Licensor's right, title and interest in any Licensed Program and/or the dubbed or sub-titled version thereof. Upon Licensor's request, each such dubbed or sub-titled version of a Licensed Program prepared hereunder shall be submitted to Licensor for Licensor's approval prior to the telecast of such Licensed Program. In addition, upon Licensor's request, Licensee shall provide Licensor with the translated name of each Licensed Program for Licensor's approval prior to the use of such translated name. In connection with the preparation of any dubbed or sub-titled version of any Licensed Program licensed hereunder and upon Licensor's request therefor, Licensee shall promptly execute and/or furnish to Licensor documentation evidencing Licensor's ownership of the copyright and all other rights and interests in and to such dubbed or sub-titled materials. Licensee shall (on Licensor's behalf) obtain from all third parties involved in the preparation of any dubbed or sub-titled version of any Licensed Program licensed hereunder, all rights in and to the materials relating to the preparation of such dubbed or sub-titled version (including, but not limited to, any translations provided), including all copyrights and other rights in and to such materials. Licensor shall have full and complete access to any and all dubbed and/or sub-titled materials (including masters) created by Licensee during the License Period for each Licensed Program and Licensor shall be allowed, at Licensor's expense, to make copies of all such dubbed and/or sub-titled materials provided that Licensor shall reimburse Licensee for fifty percent (50%) of Licensee’s actual, direct, third-party, out-of- pocket costs incurred in the creation of such dubbed and/or subtitled materials in exchange for access to such materials as requested by Licensor. (e) Licensee shall, together with the return of videotapes to Licensor in accordance with the provisions of subparagraph (a) hereinabove (or upon termination of the license period for each Licensed Program) deliver to Licensor all dubbed sound tracks, sub-titled or sub-titling material, and all optical and/or magnetic sound tracks and/or videotapes of Licensed Programs containing optical and/or magnetic sound tracks which were manufactured by, or at the instance of Licensee, whether or not any of said sound tracks, materials or videotapes were actually utilized by Licensee in connection with the exercise of the rights granted to Licensee pursuant to the License Agreement. It is expressly acknowledged and agreed by Licensee that ownership in and title to any material provided to Licensee hereunder shall remain with Licensor and that ownership in and title to any material created by, for or at the instance of Licensee and all rights including, but not limited to, copyrights, rights of use and other rights of exploitation and all neighboring and connecting rights shall vest and remain in and are hereby assigned to Licensor upon and from the creation thereof for all methods, means, and media and all territories and jurisdictions now known or which hereafter come to be known, subject only to possession and control thereof by Licensee during the License Period for each Licensed Program and solely for the purpose of Licensee's exercise of the rights granted pursuant to the License Agreement. Licensee will execute, acknowledge and deliver to Licensor any instruments of transfer, conveyance or assignment in or to any such material necessary or desirable to evidence or effectuate Licensor's ownership thereof. 3. ALTERATION OF LICENSED PROGRAM(S): (a) Except as otherwise set forth herein, Licensee shall not change, alter, modify, copy, duplicate, or add to any Licensed Program(s), trailers, or other materials provided by Licensor without Licensor’s prior written consent. Licensee shall follow such policies, procedures, and directions as Licensor may give Licensee from time to time with respect to the creation of any dubbed tracks, subtitles, or other foreign language materials relating to any Licensed Program(s) as may be authorized by Licensor. Without prejudice to the generality of the foregoing, Licensor shall be entitled to approve all creative and production elements and to attend key meetings, recording and other sessions relating to any such materials and creation thereof. (b) Licensee may make minor cuts or alterations in a Licensed Program and/or other relevant materials, as applicable, in order to conform to the orders of any duly authorized, legally constituted censorship authority in the Territory provided that prior to making same Licensee shall immediately notify Licensor in writing of the need for such cuts or alterations, and, at Licensee’s own expense, replace any such cuts and alterations so that any applicable Licensed Program and/or other materials are returned to Licensor in the same condition in which they were originally received by Licensee, normal wear and tear excepted. The following cuts shall not be deemed minor hereunder: any cut that impairs the basic storyline of the Licensed Program; any cut that impairs or adversely affects the artistic and/or pictorial quality of the Licensed Program or interferes with its continuity; or any cuts that are longer in the aggregate than five percent (5%) of the total running time of the Licensed Program. (c) In no event shall any notice of copyright, trademark, or service mark, any trademark or service mark, any of Licensor’s presentation and/or advertising credits or the credits of any person, firm, or corporation appearing on any of the Licensed Program(s), trailers, and/or other materials be changed, altered, or removed. Any breach or violation of the terms hereof shall constitute a material breach of this License Agreement. (d) In no event shall Licensee be entitled to insert any advertising or promotional materials in or during the continuity of the Licensed Programs (i.e. Licensee may only insert advertising and promotional material before or after the Licensed Program and during designated commercial breaks, and subject to all the terms and conditions of this Agreement). (e) Upon request by Licensor, Licensee shall change the title of any Licensed Program(s) licensed hereunder and shall not thereafter transmit any such Licensed Program(s) except under such changed title. 4. ADVERTISING AND PROMOTION: Licensor will furnish Licensee with such promotional and advertising material Licensor may have available which may be appropriate for use hereunder. Delivery of any such promotional and advertising material shall be at Licensee’s sole cost and expense. In connection with the use of such promotional and advertising material, Licensee warrants and agrees that: (i) Licensee will abide by and comply with any advertising and billing instructions or restrictions which Licensor may furnish to Licensee; (ii) any use of such promotional and advertising material by Licensee will not be made in such a
  10. 10. ZM2002450 3 manner as to constitute an express or implied endorsement of any product, service or sponsor; (iii) Licensee shall abide by and comply with the advertising instructions and on-screen credits, and all advertising shall give cast and other credits in the manner, position and relative size and prominence consistent with such advertising instructions and on-screen credits; (iv) Licensee will not create, develop, extract, or excerpt from the Licensed Program(s) to advertise and promote the Licensed Program(s), except that, subject at all times to the provisions of this License Agreement (and without in any limiting the generality of the other subsections of this paragraph 4), Licensee may create and use excerpts and extracts totaling no more than three (3) minutes in duration of continuous footage and/or not more than three (3) minutes in duration of non-continuous footage, subject to any contractual restrictions of which Licensor has notified Licensee, and in each case in connection with the advertising and publicizing of the exhibition of the Licensed Program(s) on Licensee’s Licensed Service; and (v) Licensee will comply with all guild and/or other collective bargaining agreements and/or contractual obligations of Licensor concerning advertising and promotion requirements (including, without in any way limiting the generality of the foregoing, those governing excerpts and extracts) with respect to any Licensed Program(s). 5. WARRANTIES AND INDEMNITIES: Licensor represents and warrants that, except with respect to any material added by Licensee and except as with respect to music which is specifically provided for herein, Licensor has the right to license the rights with respect to the Licensed Programs licensed hereunder and that the exercise by Licensee of the rights licensed hereunder in accordance with and pursuant to the terms of this License Agreement and these Standard Terms shall not violate or infringe the rights of any third party, including, without limitation, any copyright, trademark, service mark, or contractual rights, or to the best of its knowledge, information and belief, the rights of privacy or publicity. Subject to the performance by Licensee of each of its material obligations hereunder, Licensor will indemnify and hold harmless Licensee from and against any third party claims, suits, or damages (including, but not limited to, reasonable costs and expenses and reasonable outside attorneys’ fees), other than for loss of profits or consequential damages sustained by Licensee, as a result of a breach of any warranty by Licensor herein or by reason of claim that the exercise by Licensee of the rights herein licensed violates the rights of others, provided, however, that prompt, detailed, written notice of claim of such breach of warranty or violation is given by Licensee to Licensor, and provided further that no settlement by Licensee will be binding on Licensor unless consented to in writing by Licensor. Licensor shall have full control over the defense and/or settlement of any such claim or litigation, including the right to engage its own counsel, and Licensee, if so advised by Licensor, shall not continue the exhibition of such Licensed Program(s) thereafter without the written consent of Licensor. Licensee shall cooperate fully with Licensor in the defense or settlement of any such claim or litigation. Licensee will indemnify and hold harmless Licensor, and Licensor's officers, directors, shareholders, and employees, from and against all claims or liabilities, including reasonable costs and expenses and reasonable attorneys' fees, arising from or as a result of: (a) the breach of any provision of this License Agreement by Licensee; (b) the telecasting of any material in connection with or relating to the Licensed Programs other than material contained in the Licensed Programs as delivered by Licensor; or (c) the use by Licensee of any patent, copyright, trademark and/or other intellectual property rights of any third party other than material contained in the Licensed Programs as delivered by Licensor. 6. MUSIC PERFORMING RIGHTS: Licensor warrants that, to the best of its knowledge, information and belief, the performance rights in the music contained in the Licensed Program(s) are either: (a) controlled by ASCAP or BMI, or SESAC or by a non-U.S. performing rights organization affiliated with ASCAP, BMI, or SESAC; (b) in the public domain; or, (c) are controlled by Licensor and not available for licensing through the music performance societies. Licensor agrees to indemnify Licensee from and against any liability, loss, damages, costs or expenses arising from or as a result of the performance of the music in the Licensed Program(s) described in (c) above. If music in (a) above is included in a Licensed Program(s), Licensee, at its sole cost and expense, shall be responsible for obtaining a license to perform such music and Licensee agrees to indemnify Licensor from and against any losses, claims, liability, costs and expenses (including reasonable attorneys' fees) arising from or as a result of the performance of such music by Licensee. 7. LICENSE FEE/PAYMENT: (a) The parties agree that timely payment of all license fees by Licensee is of the essence of the License Agreement and any failure by Licensee to make such timely payment shall constitute a material default hereunder. Any payment not made within thirty (30) days of its due date shall bear legal interest at the rate of one and one-half percent (1 1/2%) per month or the maximum percentage per annum permitted by law, whichever is less, from the due date until paid. Acceptance of any payment after its due date shall not constitute a waiver by Licensor of any of the other rights or remedies Licensor may have in connection with Licensee's default. (b) Licensee shall obtain all governmental permits necessary to make all payments required under the License Agreement. Any royalties or fees which may be paid to or received by Licensee by virtue of any statute, governmental regulation, by operation of law or in any other manner on account of private recording or amplification, retransmission, or relaying of each Licensed Program(s) on any station, translator, repeater, satellite, cable television system, relay telecasts, network simultaneous transmission or otherwise shall belong to Licensor, and if received by Licensee, shall be held by Licensee as agent and/or trustee for Licensor and shall be promptly paid over to Licensor. (c) If laws or currency regulations in the Territory now or at any time during the term of the License Agreement prohibit or restrict Licensee from paying any sums due to Licensor, Licensee shall advise Licensor promptly in writing. In any such case, upon Licensor’s request, Licensee shall deposit to Licensor’s credit in a bank or banks approved in writing by Licensor or promptly pay to such person or persons as Licensor may designate in writing, all sums due Licensor. Licensee shall reimburse Licensor for any costs incurred by Licensor in remitting such funds to the United States and/or converting such funds into United States dollars. If Licensee is prohibited or restricted from making payment of any sums due to Licensor, in addition to Licensor’s other rights and remedies, Licensor shall have the right to terminate the License Agreement upon written notice to Licensee. 8. WITHDRAWAL OR SUSPENSION OF LICENSED PROGRAMS: (a) Licensor may, in its absolute discretion, withdraw permanently or temporarily any Licensed Program if Licensor determines that the telecasting thereof would or might: (i) infringe upon the rights of others; (ii) violate any law, court order, government regulation or other ruling of any governmental agency; or (iii) subject Licensor and/or The Walt Disney Company and/or any subsidiary or affiliate thereof to any liability or litigation. Further, Licensor shall have the right to withdraw any Licensed Program if, in the opinion of Licensor, said Licensed Program is unavailable for exhibition under the terms of this License Agreement; or, if the literary, dramatic or musical material upon which said Licensed Program is based has expired or may expire during the License Period for the Licensed Program in question. (b) Licensor shall have the right to suspend the license period of any Licensed Program licensed hereunder in the event that Licensor elects to release a theatrical sequel and/or remake to such Licensed Program and/or to re-release the Licensed Program theatrically, provided that the following shall apply to any such suspension: (i) Licensor shall give Licensee no less than sixty (60) days prior written notice of the effective date of such suspension;
  11. 11. ZM2002450 4 (ii) each such suspension shall not exceed a period of six (6) consecutive months; and (iii) there shall be no limit on the number of suspensions for each Licensed Program (c) Upon six (6) months advance written notice to Licensee, Licensor shall have the right at any time during the license period to suspend the license granted hereunder on a Licensed Program by Licensed Program basis for a period of time not to exceed eighteen (18) months (a "Licensor Window") with respect to each Licensed Program (such suspended Licensed Programs are hereinafter referred to as "Licensor Windowed Licensed Programs"). Licensor's notice shall set forth the Licensed Program or Licensed Programs which shall be suspended and the term of the Licensor Window with respect to each Licensed Program. Licensor's right to suspend the license period hereunder shall be exercisable one (1) time only for each Licensed Program (i.e., on a Licensed Program by Licensed Program basis). During any Licensor Window, Licensor shall be entitled to license such Licensor Windowed Licensed Program(s) for exhibition by any Licensor-branded channel and/or any channel in which Licensor owns equity and/or any Licensor-branded programming offerings that are made available on, by, or through other services (e.g., a third-party website or other distribution platform) (all of the foregoing collectively referred to as a “Licensor Branded Channel”). Further, notwithstanding anything to the contrary contained herein or in the License Agreement, the exhibition rights licensed to Licensee hereunder shall be non-exclusive as against any Licensor-Branded Channel, and Licensor shall be entitled to exhibit any of the Licensed Programs licensed hereunder on any Licensor-Branded Channel during the term set forth in the License Agreement. (d) If the Licensed Programs licensed hereunder include one or more episodic television series (“Series”), Licensor shall have the right withdraw on a permanent basis prior to its initial telecast any Series for which fewer than thirteen (13) episodes have been produced prior to the start date of the license period for such Series. In the event that any Series is so withdrawn by Licensor pursuant to this subparagraph (c), Licensor shall elect to either furnish a substitute Licensed Program in place of the Licensed Program so withdrawn (which substitute Licensed Program shall be mutually agreed upon between Licensee and Licensor) or to reduce the total license fees payable pursuant to the License Agreement by an amount allocable for the Series so withdrawn. (e) In the event a Licensed Program is withdrawn or suspended on a temporary basis, Licensee shall be entitled, at Licensor's election, to: (i) an extension of the license period with respect to the withdrawn Licensed Program equal to the period of such withdrawal or suspension; or (ii) be provided by Licensor with a substitute Licensed Program of comparable quality to the withdrawn Licensed Program. (f) In the event Licensor elects to withdraw any Licensed Program licensed hereunder on a permanent basis prior to its initial telecast, Licensor shall elect to either furnish a substitute Licensed Program in place of the Licensed Program so withdrawn (which substitute Licensed Program shall be mutually agreed upon between Licensee and Licensor) or to reduce the total license fees payable pursuant to the License Agreement by an amount allocable for the Licensed Program so withdrawn. (g) In the event Licensor elects to withdraw any Licensed Program licensed hereunder on a permanent basis at any time after its initial telecast, Licensor may grant Licensee additional telecasts of any other Licensed Program licensed hereunder which Licensee and Licensor have agreed is of comparable quality to the withdrawn Licensed Program, or Licensor shall reduce the total license fees payable by Licensee pursuant to the License Agreement by a proportionate amount of the applicable license fee for the Licensed Program so withdrawn. In the event Licensor elects to withdraw any Licensed Program(s) licensed hereunder on a permanent basis, the rights granted herein in and to such Licensed Program(s) shall terminate and no further exhibitions shall be made of such Licensed Program(s). Notwithstanding the termination of Licensee’s rights in the event of a permanent withdrawal of any Licensed Program(s) as described herein, Licensee shall account to Licensor in accordance with the terms of this License Agreement for all exhibitions, if any, of such Licensed Program(s) made prior to such permanent withdrawal. Licensee shall have no claim against Licensor based upon Licensor’s withdrawal on a permanent basis of any Licensed Program(s) as described herein. (h) Any reduction in the total license fees payable pursuant to the License Agreement under the terms of this paragraph shall be by credit to Licensee's account unless the entire license fees payable pursuant to the License Agreement have otherwise been paid in full by Licensee, in which event, Licensor shall refund directly to Licensee any sum due to Licensee under the terms of this paragraph. In the event that the license fee for an individual Licensed Program is not specified in the License Agreement or an amendment hereto, the amount refunded to Licensee under the terms of this paragraph as a result of the withdrawal of such Licensed Program shall be the average licensee fee if the Licensed Program has not been telecast or a proportionate part of the average license fee if the Licensed Program has been telecast. 9. SPILLOVER: Licensor acknowledges and accepts that Licensee shall have the right to telecast the Licensed Programs by means of encrypted satellite transmission that may be received outside of the Territory licensed to Licensee pursuant to the License Agreement (such reception shall be referred to herein as "Spillover") and that the occurrence of such Spillover shall not be considered a breach of the License Agreement by Licensee, provided that: (i) such spillover is incidental and unavoidable;(ii) Licensee does not attempt to collect any fees, royalties or other payments in connection with such Spillover; (iii) Licensee does not market its telecasts outside of the Territory licensed to Licensee hereunder; and (iv)) reception of Licensee's telecasts outside of the Territory licensed hereunder shall be negligible as measured by industry standards. Licensee acknowledges and accepts that Licensor shall have the right to telecast, and authorize the telecast, of the Licensed Program(s) by means that may be received inside of the Territory via the means of distribution exclusive to Licensee pursuant to the License Agreement (such reception shall be referred to herein as "Licensor Spillover") and that the occurrence of such Licensor Spillover shall not be considered a breach of the License Agreement by Licensor, provided that Licensor does not market its telecasts inside of the Territory via the means exclusive to Licensee hereunder and that reception of Licensor's telecasts inside of the Territory and via the means exclusive to Licensee licensed hereunder shall be incidental. 10. EARLY EXPIRATION OF LICENSE TERM: With regard to the rights licensed to Licensee by Licensor hereunder, if Licensee completes all permitted exhibitions of any Licensed Program prior to the expiration of the number of years stipulated in the License Agreement with respect to that Licensed Program, the license for such Licensed Program shall be deemed terminated for all purposes as of the date of the last permitted exhibition. Licensee shall give Licensor written notice of the completion of each exhibition of each Licensed Program and the dates of such exhibitions. 11. FORCE MAJEURE: If Licensee shall be prevented from exhibiting or Licensor from delivering any Licensed Program by reason of an event of force majeure, the affected party shall attempt to eliminate the force majeure contingency and such performance shall be excused to the extent that it is prevented by reason of such an event of force majeure, except that Licensee shall continue to make the payments to Licensor provided for hereunder with respect to all Licensed Programs whether or not affected by any such condition. For purposes of this License
  12. 12. ZM2002450 5 Agreement, an "event of force majeure" in respect of a party shall mean, to the extent beyond control of such party, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import or export of goods or products, regulation, order or restriction (whether foreign, federal or state), war (whether or not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, lack of or shortage of, or inability to obtain, any labor, machinery, materials, fuel, supplies or equipment from normal sources of supply, strike, work stoppage or slow down, lock out, or other labor dispute, fire, flood, drought, other natural calamity, damage or destruction to plant and/or equipment, or any other accident, condition, cause, contingency or circumstance (including, without limitation, acts of God) beyond the control of such party. An event of force majeure does not, however, include any party's financial inability to make any of the payments required to be made under this License Agreement, nor shall any event of force majeure relieve Licensee from the obligation to make any payments under this License Agreement, provided the Licensed Programs are delivered to Licensee. 12. TAXES: Licensee shall pay, without limitation, any taxes, levies and/or other charges howsoever denominated, imposed or levied (excluding only any applicable net income or franchise taxes imposed or levied against Licensor) by any statute, law, rule or regulation now in effect or hereinafter enacted including, without limitation, sales, use, property, excise and/or other similar taxes, including state, county, city, regional and/or other taxes howsoever denominated, relating to or imposed on license fees, rentals, videotapes or other material or the right or privilege to use the same in connection with any Licensed Program(s), whether or not invoiced or demanded by Licensor. In the event that, pursuant to the legal requirements imposed upon Licensee by a duly- organized governmental taxing authority, Licensee is required to withhold from the license fees payable to Licensor hereunder any sales, remittance, value added, turnover and/or any other tax, levy and/or charge (collectively, "Required Taxes"), the following shall apply: (a) Licensee shall only withhold from payment to Licensor the minimum amount of such Required Taxes which must be paid to the taxing authority; (b) Licensee shall only withhold from payment to Licensor the actual amount of such minimum Required Taxes which have been paid by Licensee to the taxing authority; (c) Licensee shall provide Licensor, concurrently with the payment to Licensor of the applicable installment of the license fees payable hereunder, (or as soon as available from the taxing authority) an official receipt issued by the taxing authority certifying the amount and basis of such Required Taxes and the date upon which payment of such Required Taxes was received by the taxing authority; (d) Licensee shall promptly refund to Licensor any amount of the Required Taxes which was deducted or withheld from or offset against any installment of the license fees payable hereunder which amount was subsequently refunded or credited to Licensee; and, (e) Licensee shall promptly refund to Licensor any amount of the Required Taxes which was deducted or withheld from or offset against any installment of the license fees payable hereunder if, in connection with such amount, Licensee has received or will receive any benefit (either directly or indirectly) by or from such taxing authority. 13. Intentionally Deleted. 14. RESERVATION OF RIGHTS: The license herein granted to Licensee is and shall be limited to the right to telecast each Licensed Program(s) only in its entirety for the purpose, in the manner and at the times herein expressly provided. Any and all rights in the Licensed Program(s) (including but not limited to the right to broadcast film clips and segments thereof) and the literary and/or musical materials contained in or upon which said Licensed Program(s) may be based which shall not have been expressly licensed to Licensee by this License Agreement are reserved to Licensor and may be exercised, marketed, exploited and disposed of by Licensor concurrently with, and throughout the term of this License Agreement, freely and without limitation or restriction, and regardless of the extent to which those rights are competitive with Licensee or the license granted hereunder. Additionally, Licensor reserves the right to change the title of any Licensed Program(s) and/or the Licensed Program(s) licensed hereunder, and at Licensor's request, Licensee will not thereafter telecast any such Licensed Program(s) or the Licensed Program(s) itself except under the new title. Nothing hereunder shall preclude Licensor from advertising and promoting each Licensed Program(s) or parts thereof in any manner, in any and all media, without any obligation whatsoever to Licensee. 15. DEFAULT OF LICENSEE: (a) Any of the following events shall be considered events of "default" on the part of Licensee pursuant to the License Agreement: (i) if Licensee fails to make payment of any amounts payable in accordance with the terms of the License Agreement or any other agreement with Licensor and such failure to make payment shall continue for a period of ten (10) days after written notice thereof is given to Licensee; (ii) if Licensee fails to duly perform or observe any material term, covenant or condition of the License Agreement or any other agreement with Licensor which Licensee is required to keep and perform and such failure shall continue for a period of ten (10) days after written notice thereof is given to Licensee; (iii) if Licensee shall be adjudicated a bankrupt or shall file a petition in bankruptcy or shall make an assignment for the benefit of creditors or shall take advantage of the provisions of any bankruptcy or debtor's relief act; (iv) if an involuntary petition in bankruptcy is filed against Licensee and is not vacated or discharged within thirty (30) days; (v) if a receiver is appointed for a substantial portion of Licensee's property and is not discharged within thirty (30) days; (vi) if Licensee voluntarily or by operation of law loses control of its company or the Licensed Service or its interest therein (other than as a result of a sale by Licensee of all or substantially all of its assets to which Licensor has consented); or (vii) Licensee makes or attempts to make any assignment, transfer, or sublicense of this License Agreement without Licensor’s written consent. (b) In the event of or upon the occurrence of any one (1) or more of such events of default, and without prejudice to any other right or remedy which may be available to Licensor at law or in equity, and without in any way releasing or discharging Licensee of or from any of its obligations under the License Agreement, Licensor shall have the right to: (i) terminate any or all of the rights granted to Licensee pursuant to the License Agreement and/or any and all other agreements between Licensor and Licensee; and/or, (ii) suspend, without extending, the License Period for any of the Licensed Program(s) licensed pursuant to the License Agreement or any other agreement, and/or (iii) suspend the further delivery of videotapes under the License Agreement and/or any other agreements between Licensor and Licensee until such event of default has ceased and been remedied.] 16. Intentionally Deleted. 17. SECURITY/ANTI-PIRACY/GEO-FILTERING: Licensee agrees that, except as specifically permitted pursuant to the terms and conditions of the License Agreement, Licensee will not copy, duplicate or sublicense any of the Licensed Programs licensed to it hereunder nor will Licensee cause, authorize or permit the copying, duplication, recording or transcription of the Licensed Programs and/or the sound track or any other part thereof. Licensee shall, at Licensee’s sole cost and expense, develop, maintain, upgrade and implement state-of-the-art security measures (“Security Measures”) to prevent the unauthorized or otherwise unlawful transmission, exhibition, theft, pirating, copying, storing, taping or other reproduction of the Licensed Programs or any parts thereof (including geo-filtering and DRM), all of which security measures shall be no less than the most stringent security measures maintained with respect to any first-run motion pictures licensed from any other Major U.S. Studio (i.e., Disney, Fox, Paramount, Sony, MGM, Universal, Warner Bros., DreamWorks, and any of their affiliates).
  13. 13. ZM2002450 6 18. RETRANSMISSION ROYALTIES: Any fees payable by reason of any government-permitted or government-mandated retransmissions of Licensed Program(s) are the sole property of Licensor. Licensee shall cooperate with Licensor to the extent necessary to permit Licensor to collect the maximum amount of any such fees. 19. VIDEO LEVY: Licensee acknowledges that if any fee, video levy, or similar charge shall be collected in the Territory on the sale of video recorders, blank video cassettes (or discs), or similar items and such levy or any part thereof shall or may become payable to the copyright owner or distributor or exhibitor of any Licensed Program(s) in the Territory, then such amount shall belong entirely to Licensor. 20. WAIVER: No waiver of any breach or default under this License Agreement shall operate as a waiver of any preceding or subsequent breach or default. No failure or delay by either party in exercising any right, power or privilege under this License Agreement shall operate as a waiver thereof . In the interpretation and construction of this License Agreement, no term shall be construed against any party on the basis that the party was the drafter, and the parties waive any common law or statutory provision that would construe an ambiguous term against the other party as the drafter of this License Agreement. 21. EFFECT OF INVALIDITY OF PROVISION: If any term or provision of this License Agreement or the application thereof to any part or set of circumstances shall, in accordance with the adjudication provisions of this License Agreement, be held invalid or unenforceable, such term or provision shall be ineffective, only to the extent of such invalidity or unenforceability, without invalidating or rendering unenforceable any other terms or provisions of this License Agreement, and, in such circumstances the parties shall negotiate in good faith a substitute provision which is valid and enforceable and which comes as close as possible to the invalidated or unenforceable term or provision, and which puts each party in a position as nearly comparable as possible to the position in which it would have been but for the finding of invalidity or unenforceability, but in no event shall any substitute provision affect the License Fees payable to Licensor hereunder. 22. CHOICE OF LAW & VENUE/LEGAL ACTIONS: The official language of this License Agreement is English and in any controversies or disputes between the parties the English text shall control. This License Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be fully performed therein by residents of the State of California, except to the extent that the parties’ respective rights and obligations are subject to mandatory local, state and federal laws or regulations. The parties hereto agree that all actions based upon or resulting from this License Agreement shall be brought by either party hereunder exclusively in the federal and state courts located in Los Angeles County, California, and each party hereto submits to the exclusive jurisdiction in such courts and agrees that venue is appropriate in such courts for all actions arising under or related to this License Agreement. The parties hereby waive any claims or defenses that such courts constitute an inconvenient forum. Licensee's sole remedy for breach of any provision of this License Agreement shall be an action at law for damages, and in no event shall Licensee be entitled to injunctive or other equitable relief. Licensor shall be entitled to seek injunctive relief with respect to the enforcement of its rights set forth herein without the requirement of having to post a bond. Licensee acknowledges that money damages would not be an adequate remedy in the event it continues to telecast or otherwise distribute a Licensed Program during the time period such Licensed Program has been withdrawn by Licensor under Section 8 above. 23. AGREEMENT COMPLETE: This License Agreement may not be amended, modified or supplemented (whether by amendment, side letter, schedule, exhibit, addendum or otherwise) except by the written agreement of both parties. This License Agreement is complete and embraces the entire understanding between the parties, all prior understandings, either oral or written, having been merged herein. 24. NOTICES: All notices or other documents (collectively, "Notices") which either party may be required to or may desire to give to the other party hereunder shall be in writing, unless otherwise specified, and shall be addressed or directed to the party intended to receive the Notice at its address set forth in the License Agreement. All such Notices shall be given in one (1) of the following ways: (a) by personal delivery; (b) by mail or airmail (if available) or the mail or airmail (if available) service of Licensee's country (as applicable), postage pre-paid; (c) by express mail or courier service; (d) by delivery, toll prepaid to a telegraph or cable company; or, (e) by transmittal via any electronic means now known or hereafter devised (including telex, e-mail, telecopier or laser transmissions), provided that the party to whom Notice is directed is capable of receiving the Notice by such electronic means. 25. RELATIONSHIP OF THE PARTIES: At no time in the past, present, or future shall the relationship between Licensor and Licensee be deemed or intended to constitute an agency, partnership, joint venture, or a collaboration for the purpose of sharing any profits or ownership in common. Neither party shall have the right, power, or authority at any time to act on behalf of or to represent the other party, but each party hereto shall be separately and entirely liable for its own debts in all aspects. 26. SUBLICENSING: In the event that, pursuant to the terms and conditions of the License Agreement, Licensee has expressly been granted the right to sublicense the rights granted hereunder, any sublicensing agreement entered into by Licensee must incorporate the same terms, conditions, restrictions and/or limitations on the use of the Licensed Programs and/or any portions or segments thereof (including any promotional and/or advertising materials) as are set forth in the License Agreement, it being specifically acknowledged and agreed that Licensee shall not enter into any agreement with any sublicensee which would expand upon the rights granted by Licensor to Licensee hereunder or which is in any way in conflict with the terms and conditions of the License Agreement, and that the term "Licensee" hereunder shall be deemed to refer to, apply to and include any and all of Licensee's sublicensees. Licensee shall indemnify and hold harmless Licensor, its parent, subsidiaries and affiliates and its and their respective officers, directors and employees from and against any losses, liability, damages, costs and expenses (including reasonable attorneys' fees) arising from or out of Licensee's sublicensing of the rights granted by Licensor pursuant to the License Agreement and/or the breach by any of Licensee's sublicensees of any of the terms and conditions of the License Agreement. 27. CONFIDENTIALITY: Neither Licensor nor Licensee shall issue any press release or statement with regard to the terms and provisions of this License Agreement without the consent of the other. Neither party shall disclose to any third party any information with respect to the financial terms and/or provisions of this License Agreement or any confidential information of the other party (except for such party’s attorneys, accountants, financial advisors, shareholders, members, directors, and also by Licensor to its licensor and the administrative agent on behalf of such licensor’s lenders, DBRS, Fitch, S&P and/or Moody’s, and/or Disney for purposes of reviewing the License Agreement, provided that in the case of any disclosure to Disney under this section, Licensor shall (or shall cause its licensor to) redact all financial information from any documents provided to Disney and Disney shall be bound to a confidentiality agreement at least as protective as this Section), except: (a) to the extent necessary to comply with the law or a valid court order of a court with competent
  14. 14. ZM2002450 7 jurisdiction, in which event the party making such disclosure shall so notify the other party as promptly as is practicable (if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (b) to the extent necessary to comply with the disclosure requirements of the S.E.C. or similar entities; (c) to its parent, subsidiary or other affiliated companies, their banks, auditors and attorneys and similar professionals and in the case of Licensor, its licensor and its affiliated companies, their banks, auditors, and attorneys and similar professionals (collectively, its “Permitted Recipients”), provided that the disclosing party shall be liable to the other party in the event that any of its Permitted Recipients disclose any information that the disclosing party would be prohibited from disclosing pursuant to this paragraph; (d) in order to enforce its rights or perform its obligations pursuant to this License Agreement; and (e) to a bona fide prospective or an actual buyer, lender or financier as well as the Permitted Recipients thereof, provided that any such buyer, lender or financier first executes a written confidentiality agreement pursuant to which they/it agree(s) to be bound by the provisions of this paragraph or a similar undertaking of confidentiality. Notwithstanding the foregoing Licensor acknowledges that according to the provisions of the Act No. 40/1964Zb Civil Code, Licensee is obliged to publish this License Agreement via the Central Register of the Contracts of the Government Office of Slovak Republic in its full wording and such publication shall not be deemed to be a breach of this section 27 provided that Licensee shall redact from the published License Agreement as many of the commercial terms (including but not limited to License Fees applicable to individual Licensed Programs and Licensor’s bank account details) as may be permitted by the Civil Code. 28. INCONTESTABILITY: No action or proceeding at law or in equity shall be brought by Licensee under this License Agreement or otherwise unless commenced within twelve (12) months from the date the claim or cause of action giving rise to said action or proceeding is alleged to have arisen or discovered. 29. PARAGRAPH HEADINGS: The headings of the paragraphs of this License Agreement are for convenience only and shall not in any way affect the interpretation of any provision of this License Agreement or of the License Agreement itself.

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