ZM2004109
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: GAUMONT S.A.
30, avenue C...
ZM2004109
Platba za skupinu filmov A-2
v sume 30.600,- EUR pred dodaním
materiálov
(filmy s dodávkou materiálov)
Podmienky...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 1 -
TELEVISION RIGHTS AGREEMENT N°20298
Date: January 29, 2014
This dist...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 2 -
Digital Delivery system using such insufficient DRM technology, and ...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 3 -
Code Banque : XXXXXX Account n° XXXXXX
SWIFT CODE: XXXXXX IBAN: XXXX...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 4 -
or to such other address as the parties hereto may hereafter designa...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 5 -
EXHIBIT A : Pictures
Exhibit A-1
Title Director Year
MG / title
(Eur...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 6 -
Exhibit A-2
Title Director Year
MG / title
(Euros)
Exploitation
Peri...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 7 -
STANDARD TERMS
1. LICENSED AND RESERVED RIGHTS
2. ADVERTISING AND BI...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 8 -
(b) Gaumont will timely provide Distributor with any dubbing and/or ...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 9 -
(e) for any Television Licensed Right, at the level at which station...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 10 -
8.4. Exchange Articles, Payment: All payments to Gaumont will be in...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 11 -
10.3. Delivery : Shipment to deliver the Material to Distributor wi...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 12 -
(b) Public video : means exploitation of a Motion Picture Copy embo...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 13 -
14.6. DVD bonus: Upon Distributor request, Gaumont shall deliver at...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 14 -
Satellite Free TV : means the unlink analog broadcast of an encoded...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 15 -
20. PROMOTION ON THE INTERNET
Promotion of the Picture by the Inter...
ZM2004109
Gaumont
Distributor
Agreement N°20298
- 16 -
25. SUSPENSION AND WITHDRAWAL
25.1. Causes of Suspension : Gaumont ...
Upcoming SlideShare
Loading in …5
×

Zm2004109 txt - scan

1,045 views

Published on

Published in: Technology, Business
0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total views
1,045
On SlideShare
0
From Embeds
0
Number of Embeds
712
Actions
Shares
0
Downloads
3
Comments
0
Likes
0
Embeds 0
No embeds

No notes for slide

Zm2004109 txt - scan

  1. 1. ZM2004109 Licenčná zmluva na nákup licenčných práv programov (výpis zo zmluvy) Zmluvní partneri: GAUMONT S.A. 30, avenue Charles de Gaulle 92200 Neuilly-sur-Seine Francúzsko Zastúpená: Sidonie Dumas výkonná riaditeľka 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 v počte 30 x cca 90-100´ 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 licencií od 1.4.2014 do 30.4.2016 Licencia na územie: Povolený jazyk: Slovenská republika slovenský a český – dabingové a titulkové verzie Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 48 hod. Vysielacie práva: Terestriálne – Free TV práva vrátane káblového a satelitného šírenia Licenčný poplatok: 92.600,- EUR Splatnosť licencie: Platba za skupinu filmov A-1 v sume 62.000,- EUR po podpise zmluvy (bez dodávky materiálov)
  2. 2. ZM2004109 Platba za skupinu filmov A-2 v sume 30.600,- EUR pred dodaním materiálov (filmy s dodávkou materiálov) Podmienky dodania materiálu: Technické náklady za materiál: Úhrada 100% celkovej sumy licenčného . poplatku pred dodaním materiálov Materiál dodá partner na zapožičanie na prepis, prípadné náklady pri požiadavke na vyššiu kvalitu materiálov bude znášať RTVS Technické parametre materiálu: Material bude dodaný na DIGITAL BETACAM, format 16:9 s výnimkou 2 titulov, ktoré boli oznámené,samostatné zvukové a hudobná pásy, original dialógové listiny Dátum dodania materiálu: Prístup k jazykovej verzií: Ustanovenie o zákonnej povinnosti zverejnenia zmluvy: za GAUMONT S.A. Sidonie Dumas výkonná riaditeľka Následne po úhrade dohodnutej splátky za licenciu. Prístup k jazykovej verzií vyrobenej na náklady RTVS možný za podmienky úhrady 50% dabingových nákladov doplnené v bode 15 – Additonal Terms za RTVS Václav Mika generálny riaditeľ
  3. 3. ZM2004109 Gaumont Distributor Agreement N°20298 - 1 - TELEVISION RIGHTS AGREEMENT N°20298 Date: January 29, 2014 This distribution Agreement (“Agreement”) sets forth the agreement between: GAUMONT S.A., with capital of € 34,180,240, whose registered offices are at 30 avenue Charles de Gaulle 92200, Neuilly- sur-Seine, France, registered at the Nanterre trade and companies register under No. B 562 018 002, VAT no. FR 18562018002, represented by Sidonie Dumas, CEO Hereafter called “Gaumont” and / or "Licensor" And Rozhlas a televizia Slovenska - RTVS Mlynska dolina 845 45 Bratislava Slovakia VAT No. SK2023169973 Represented by Václav MIKA, general director Hereafter called “Distributor” DEAL TERMS For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties have agreed to the following: Gaumont licenses to Distributor the Licensed Rights to the Picture in the Territory for the Term and in the Authorized Languages identified below on all the terms and conditions of this Agreement. ARTICLE 1 - THE PICTURE The word "Picture" refers to the feature-length theatrical motion pictures containing the Required Elements as follows/ set forth in Exhibit A. ARTICLE 2 - LICENSED RIGHTS 2.1. Subject to full payment of amounts stated in Article 7 and detailed in Exhibit A, Gaumont grants and licenses to Distributor the exclusive* right to distribute, exhibit, market, promote and otherwise exploit the Picture in the following media, as those rights are defined in the Standard Terms: - Free television: terrestrial / cable / satellite. * With respect to the picture entitled Allemagne Année Zéro, directed by Roberto Rossellini, it is agreed and understood that the picture being in the public domain, the Licensed Rights shall be non-exclusive with respect to third party licensors, being agreed that Licensor shall not license the Licensed Rights to a third party distributor in the Territory during the Term. Distributor and its sub-licensees shall have the right to exploit the Licensed Rights through digital or on-line transmission provided that a digital rights management (“DRM”) technology generally recognized in the motion picture industry is available and employed that limits the ability of authorized users or viewers to access or receive the Picture on a geographic basis. Such DRM technology must incorporate safeguards to prevent the unauthorized copying and downloading of the Picture to prevent unauthorized copying, dissemination, broadcast, distribution or other similar acts of piracy by the user or viewer and that prevent access, reception, broadcast, or transmission outside the Territory. If a DRM technology that Distributor and/or its sub- licensees use for Digital Delivery proves to be insufficient in preventing more than an insubstantial number of incidences of unauthorized copying or unauthorized dissemination, reception, broadcast or transmission of the Picture outside of the Territory, or other similar acts of piracy by the user or viewer, Distributor shall immediately withdraw the Picture from any
  4. 4. ZM2004109 Gaumont Distributor Agreement N°20298 - 2 - Digital Delivery system using such insufficient DRM technology, and Distributor shall not further distribute the Picture through such DRM technology until the deficiency of such DRM technology has been remedied. 2.2. All the rights not specifically granted above are reserved to Gaumont. 2.3. Vesting: Each Licensed Right will only vest in Distributor after payment of the Flat Fee and signature of this Agreement. ARTICLE 3 - TERRITORY The "Territory" refers to the country defined as follows: Slovakia as its political borders exist on the date of this Agreement excluding protectorates and possessions. ARTICLE 4 - LANGUAGE 4.1. Distributor is entitled to exploit the Picture in its original version always dubbed and/or subtitled in Slovak and Czech languages (no overspill shall be allowed). The right to exploit the Picture in its original version without subtitles is not granted herein. 4.2. Gaumont hereby reserves all rights to exploit the Picture in the Territory in any and all versions other than the version authorized here above. ARTICLE 5 – TERM The "Term" of this Agreement starts upon signature of this Agreement and expires automatically on April 30, 2016. Distributor will not authorize any exploitation of any Licensed Right after the Term except if provided so in this Agreement. ARTICLE 6 - EXPLOITATION PERIOD The exploitation period of the pictures listed in Exhibit A-1 shall start on April 1, 2014 and will end on March 31, 2016. The exploitation period of the pictures listed in Exhibit A-2 shall start on May 1, 2014 and will end on April 30, 2016. No exploitation of the Picture in the Territory by the Distributor is authorized prior or after such period. During the exploitation period, Distributor shall be entitled to broadcast two (2) runs maximum per picture with quick repeat within 48 hours by each run, out of prime time (20:00 – 23:00) ARTICLE 7 – PAYMENT A. Distributor shall irrevocably pay to Gaumont a Flat Fee of Ninety two six hundred Euros (92,600.00€), payable as follows: 7.1 With respect to the pictures listed in Exhibit A-1: 100% upon signature of this Agreement. 7.2 With respect to the pictures listed in Exhibit A-2: 50% upon signature of this Agreement; 50% before Delivery. Notwithstanding the foregoing, Distributor shall not be allowed to exploit and/or otherwise broadcast the Licensed Rights prior to payment in full of the corresponding Flat Fee. B. As a material condition to this Agreement, Distributor acknowledges that all payments to Gaumont under this Article (the "Payment") will be paid free of any transmission charges to the account set forth below: XXXXXXXXXXXXXXXXXXXXXXXXXXX
  5. 5. ZM2004109 Gaumont Distributor Agreement N°20298 - 3 - Code Banque : XXXXXX Account n° XXXXXX SWIFT CODE: XXXXXX IBAN: XXXXXX C. Taxes (including withholding taxes) matters are adressed under Article 8 of Standard Terms. ARTICLE 8 - DISPOSITION OF RECEIPTS AND STATEMENTS: Intentionally deleted ARTICLE 9 - RECOUPMENT WITH CROSS-COLLATERALIZATION: Intentionally deleted ARTICLE 10 - DELIVERY 10.1. Materials: Distributor shall order the Materials necessary for the exploitation of the Picture and subject to Gaumont's approval no later than 6 (six) months from the execution of this Agreement. Said Materials shall be paid by Distributor upon receipt of the corresponding invoice and prior to any delivery. Transport costs shall be borne by Distributor. 10.2. Internet protection: Distributor acknowledges that Gaumont delivers a reference file of the Picture to Google, claiming worldwide ownership over the Picture. In order to avoid piracy in its Territory, Gaumont will provide Distributor with the "AssetID" of Gaumont's reference file, in order for Distributor to link such AssetID to any materials published online. Distributor agrees not to deliver any reference file of the Picture to Google in order to avoid any conflict with Gaumont's reference file. ARTICLE 11 – SUBLICENSING: intentionally deleted ARTICLE 12 – INFORMATION AND APPROVAL 12.1.Tv Broadcasting: Distributor shall inform Gaumont at any time the Picture is broadcasted, as soon as possible. 12.2. Title: Distributor may change the title of the Picture subject to Gaumont's prior written approval. If Gaumont agrees to a new title, Distributor must notify Gaumont of such title with its French translation. The exploitation in the Territory of such new title or of the original title shall not subject Gaumont to any liability whatsoever to third parties. ARTICLE 13 - NOTICE Any notice pertaining hereto shall be in writing. Any such notice due hereunder shall be served by delivering such notice: (i) by hand or registered mail with an appropriate receipt obtained; (ii) by Fedex or any other recognized international courier service; or (iii) by facsimile with confirmation of receipt, adressed as follows: To Gaumont: International Dept – Business & Legal Affairs 30 avenue Charles de Gaulles – 92200 Neuilly sur Seine – France Fax : 33 1 46 43 20 33 To Distributor: RTVS Rozhlas a televizia Slovenska Mlynska dolina 845 45 Bratislava Slovakia tel: +421-2-65424949 fax: +421-2-60614425 email: katarina.slovakova@rtvs.sk
  6. 6. ZM2004109 Gaumont Distributor Agreement N°20298 - 4 - or to such other address as the parties hereto may hereafter designate in writing, and the date of notice shall be deemed to be made or given on the business day at the place of receipt first following the date of transmittal when sent by fax or by hand (provided that a confirmation of receipt is available), 5 (five) business days after mailing when sent by Fedex or any other recognized international courier service (provided that a confirmation of receipt issued by the courier service is available), and 10 (ten) business days after mailing when sent by registered mail (provided that a confirmation of receipt is available). ARTICLE 14 - ENTIRE AGREEMENT This Agreement states the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, deal memos and agreements between the parties hereto concerning the subject matter hereof. ARTICLE 15 - ADDITIONAL TERMS Access to the Slovakian language versions produced by Distributor is allowed only upon payment of 50% Distributor´s production dubbing costs. Radio and Television of Slovakia as a public broadcaster and according to the provisions of the Act No. 40/1964Zb Civil Code is obliged to publish this Agreement via Central Register of the Contracts of the Government Office of Slovak republic in its full wording. (www.crz.gov.sk) This Agreement also includes Gaumont's Standard Terms and Annex, if any, which are attached hereto. Such additional terms form an integral part of this Agreement and are hereby incorporated herein by reference. In the event of any inconsistency between the Deal Terms and the Standard Terms, the Deal Terms shall prevail. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Number of execution copies : 2 Licensor Distributor ____________________ _____________________ By Mrs Sidonie DUMAS By Mr Václav MIKA Its Chief Executive Officer Its General Director GAUMONT S.A. Rozhlas a televízia Slovenska - RTVS
  7. 7. ZM2004109 Gaumont Distributor Agreement N°20298 - 5 - EXHIBIT A : Pictures Exhibit A-1 Title Director Year MG / title (Euros) Exploitation Period Start Date Exploitation Period End Date Allemagne Année Zéro Roberto Rossellini 1948 3,000 01/04/2014 31/03/2016 Astérix chez les Bretons Pino Van Lamsweerde 1986 3,000 01/04/2014 31/03/2016 Le Cerveau Gérard Oury 1969 3,000 01/04/2014 31/03/2016 Le Château de ma Mère Yves Robert 1990 3,000 01/04/2014 31/03/2016 Danton Andrzej Wajda 1983 2,500 01/04/2014 31/03/2016 Le dîner de cons Francis Veber 1998 3,000 01/04/2014 31/03/2016 Flic ou Voyou Georges Lautner 1979 3,000 01/04/2014 31/03/2016 La folie des grandeurs Géard Oury 1971 3,000 01/04/2014 31/03/2016 Le grand bleu Luc Besson 1988 4,500 01/04/2014 31/03/2016 Le grand blond avec une chaussure noire Yves Robert 1972 4,000 01/04/2014 31/03/2016 Le grand restaurant Jacques Besnard 1966 3,000 01/04/2014 31/03/2016 Hibernatus Edouard Molinaro 1969 3,000 01/04/2014 31/03/2016 Léon Luc Besson 1994 4,500 01/04/2014 31/03/2016 Les mariés de l’an deux Jean-Paul Rappeneau 1971 3,000 01/04/2014 31/03/2016 Nikita Luc Besson 1990 4,500 01/04/2014 31/03/2016 Oscar Edouard Molinaro 1967 3,000 01/04/2014 31/03/2016 Le Placard Francis Veber 2000 3,000 01/04/2014 31/03/2016 Le retour du grand blond Yves Robert 1974 3,000 01/04/2014 31/03/2016 Le rouge et le noir Claude Autant-Lara 1954 3,000 01/04/2014 31/03/2016
  8. 8. ZM2004109 Gaumont Distributor Agreement N°20298 - 6 - Exhibit A-2 Title Director Year MG / title (Euros) Exploitation Period Start Date Exploitation Period End Date 100.000 Dollars au soleil Henri Verneuil 1964 3,000 01/05/2014 30/04/2016 Astérix et la surprise de César Paul et Gaëtan Brizzi 1985 3,000 01/05/2014 30/04/2016 Les fugitifs Francis Veber 1986 2,000 01/05/2014 30/04/2016 La gloire de mon Père Yves Robert 1990 3,000 01/05/2014 30/04/2016 L’homme orchestre Serge Korber 1970 4,000 01/05/2014 30/04/2016 J’accuse Abel Gance 1938 3,000 01/05/2014 30/04/2016 Lune Froide Patrick Bouchitey 1991 3,000 01/05/2014 30/04/2016 Ripoux 3 Claude Zidi 2003 3,600 01/05/2014 30/04/2016 La 7e cible Claude Pinoteau 1984 2,000 01/05/2014 30/04/2016 Sous le soleil de Satan Maurice Pialat 1987 2,000 01/05/2014 30/04/2016 Van Gogh Maurice Pialat 1991 2,000 01/05/2014 30/04/2016 TOTAL 92.600 €
  9. 9. ZM2004109 Gaumont Distributor Agreement N°20298 - 7 - STANDARD TERMS 1. LICENSED AND RESERVED RIGHTS 2. ADVERTISING AND BILLING, USE OF THE PICTURE 3. DUBBING, SUBTITLING 4. CENSORSHIP 5. EXPLOITATION PERIODS 6. GROSS RECEIPTS 7. RECOUPABLE DISTRIBUTION COSTS 8. PAYMENT REQUIREMENTS 9. ACCOUNTINGS 10. OWNERSHIP, DELIVERY AND RETURN OF MATERIAL 11. COMMON AND CONTINUING OBLIGATIONS FOR EACH LICENSED RIGHTS 12. THEATRICAL AND PUBLIC VIDEO EXPLOITATION 13. NON-THEATRICAL AND COMMERCIAL VIDEO EXPLOITATION 14. HOME VIDEO EXPLOITATION 15. VIDEO ON DEMAND & NEAR VIDEO ON DEMAND EXPLOITATION 16. TELEVISION EXPLOITATION 17. PAY PER VIEW 18. ANCILLARY RIGHTS 19. MUSIC 20. PROMOTION BY THE INTERNET 21. ANTI-PIRACY ARTICLES 22. GAUMONT'S WARRANTIES 23. DISTRIBUTOR'S WARRANTIES 24. INDEMNITIES 25. SUSPENSION AND WITHDRAWAL 26. DEFAULT AND TERMINATION 27. ASSIGNMENT 28. MISCELLANEOUS ARTICLES **** **** **** 1. LICENSED AND RESERVED RIGHTS 1.1. Grant: All rights not expressly licensed to Distributor under this Agreement are Reserved Rights. The inclusion of articles in this Agreement relating to rights not expressly licensed to Distributor in the Deal Terms of this Agreement is for ease of drafting only. Their inclusion does not grant them to Distributor explicitly or by implication. 1.2. Reservation: Gaumont may exploit all the Reserved Rights as Gaumont sees fit without restriction, except as otherwise expressly provided in this Agreement. 1.3. Gaumont shall not be responsible for the broadcast within the Territory made from foreign companies but primarily intended for reception outside the territory. Distributor shall not broadcast or sell the Picture or authorize the broadcast or sale the Picture to companies which aim can be to exploit outside the Territory. 2. ADVERTISING AND BILLING, USE OF THE PICTURE 2.1. Distributor's Obligations: Distributor shall comply with all bills and credit requirements, which Gaumont will timely provide to Distributor. Billing requirements shall include a list of all required screen credits (if not already contained in the Picture, publicity and promotional requirements, Videogram packaging credit requirements (if needed) and anti-piracy requirements specified for each Licensed Right. 2.2. Distributor's Rights: Subject to Gaumont's approval and to the articles of this Agreement, Distributor will have the right to: (a) advertise, publicize, and promote the Picture; (b) include in the beginning or at the end of the Picture the credit or logo of Distributor provided that Distributor shall not alter or delete any credit, logo, copyright notice or trademark notice appearing in the Picture. 3. DUBBING, SUBTITLING AND EDITING (a) If Distributor has the right to dub and/or subtitle the Picture according to the Deal Terms, Distributor shall dub and/or subtitle said Picture only in the Authorized Language(s) and in its original continuity, without alteration, interpolation, cut or elimination due to the translation of the original dialogue. Distributor shall not in any way cut, alter, re-mix or replace the music contained in the original version of the Picture. Distributor shall give Gaumont the name of each person responsible for preparing any dubbed and/or subtitled versions of the Picture.
  10. 10. ZM2004109 Gaumont Distributor Agreement N°20298 - 8 - (b) Gaumont will timely provide Distributor with any dubbing and/or subtitling requirements applicable to the Picture and the actors (or if Gaumont does not provide such requirements, then Distributor must demand the same from Gaumont before dubbing the Picture), in particular any rights granted by Gaumont to any actor(s) in the Picture to dub their part(s) in the Picture into one or several languages and Distributor shall comply with any such rights granted by Gaumont and notified to Distributor. (c) In no event shall Gaumont be held responsible for any modification(s) made by or on behalf of Distributor without Gaumont's prior written consent to such modification(s). Ownership of any dubbed and/or subtitled versions of the Picture vests in Gaumont as provided in paragraph 10.6 hereunder. (d) Gaumont shall be considered as the owner of the materials created by Distributor and Gaumont is entitled to request at any time the free access to the above- mentioned materials. At the end of the License, Distributor shall send back at Gaumont costs all materials created or, at Gaumont’s election, destroy all materials created and provide Gaumont with a customary certificate of destruction. 4. CENSORSHIP 4.1. Presentation of the Picture: (a) Promptly following receipt by Distributor of the first print to be delivered under the terms of this Agreement, Distributor shall submit such first print to the censorship authorities within the Territory and request such authorities' approval of the Picture. Distributor shall use its best efforts to obtain the prompt approval of the Picture. If the Territory is comprised of several countries, Distributor shall submit the Picture to the censorship authorities of each country within the Territory. In the event the censorship authorities fail to approve the Picture, Distributor shall immediately notify such failure to obtain an approval to Gaumont and shall indicate the scenes or dialogue, if any, to be cut or modified in order to obtain the censorship authorities' approval. (b) In the event Gaumont refuses or fails to make such cuts or modifications to the Picture, or in the event that the censorship authorities irrevocably refuse their approval of the Picture, Distributor shall take all reasonable steps and legal recourse, including appellate recourse, to contest the censorship authorities' decision and any judgment related thereto. 4.2. Irrevocable refusal: (a) In the event of an irrevocable refusal of the Picture conveying all the Licensed Rights, the Agreement regarding such Picture shall come to an end automatically upon receipt of the certified copy of the Censorship Authorities' refusal. Distributor shall return to Gaumont all the material regarding such Picture within 48 hours after such notice and Gaumont shall then immediately reimburse Distributor for any sums eventually paid to Gaumont by Distributor in connection with the Picture. (b) In the event of a refusal of the Picture conveying one of the Licensed Rights, the terms and conditions of this Agreement will be renegotiated in good faith between the parties. In either case, all Material related to the refused exploitation shall be sent back to Gaumont net of any additional cost. 4.3. Approval subject to modification of the Picture: In the event that the censorship authorities' approval is conditioned on the making of certain cuts, alterations and other modifications to the Picture, Distributor shall, after having obtained Gaumont's prior written consent to such modifications, proceed with such modifications and shall, together with Gaumont, re-edit the Picture, subject always to the supervision and control of Gaumont. 4.4. Approval: Gaumont shall not be held responsible for any subsequent restrictions imposed on the exploitation of the Picture if the censorship authorities approve the Picture as delivered by Gaumont. In general, Gaumont shall not be held responsible for any restriction on the exploitation of the Picture imposed by the censorship authorities or any other entity in the Territory. 5. EXPLOITATION PERIODS 5.1. First Theatrical Release: The "First Theatrical Release" of a Picture means the date on which the Picture is first exhibited in theaters to the paying public. 5.2. First Video or DVD Release: The "First Video or DVD Release" of a Picture shall occur on or before the earliest of the date on which Videograms embodying the Picture are first sold or rented within the Territory. 6. GROSS RECEIPTS 6.1. Gross Receipts - Defined: "Gross Receipts" means the sums on a continuous basis of the following amounts derived with respect to each and every Licensed Right: (a) All monies of any kind (including all amounts from advances, guarantees, security deposits, received by or credited to Distributor or its subsidiaries, parent or affiliated companies, or approved sub Distributors or agents (collectively "Distributor") from the exploitation of each Licensed Right in the Picture, all without any deductions; (b) All monies of any kind received by or credited to Distributor in compensation for the infringement or breach of contract by third parties of any Licensed Rights in the Picture; 6.2. Gross Receipts Calculated at Source: Gross Receipts derived from the exploitation of any of the following Licensed Rights must be calculated at the following levels: (a) For any Theatrical Licensed Right, at the level at which actual exhibitors of the Picture remit payments; (b) for any Non-Theatrical Licensed Right at the level at which payments are remitted by governmental agencies or institutions that exhibit the Picture; (c) for any Video licensed right at the Wholesale Level as defined hereafter; (d) for any Public Video Right, and for any Ancillary rights, at the level at which payments are remitted companies which exhibit the Picture;
  11. 11. ZM2004109 Gaumont Distributor Agreement N°20298 - 9 - (e) for any Television Licensed Right, at the level at which stations remit payments, cable systems or telecasters, which broadcast, cablecast or transmit the Picture directly to the public; (f) Sponsorship revenues associated to the Picture exploitations. 6.3. Wholesale Level - Defined: The "Wholesale Level" means the level of Videogram distribution from which Videograms are shipped directly to retailers for ultimate sale or rental to the paying public including intermediate distribution levels between the manufacturer and the retailer. Video Gross receipts shall consist of no less than 60% of public retail price. 6.4. Royalty Income: All amounts collected by any author's rights organization, performing rights society, publisher’s share of any music royalties or governmental agency which are payable to authors, producers or Distributors and which arise from royalties, compulsory licenses, cable retransmission income, tax rebates, exhibition surcharges or the like, will be the sole property of Gaumont and will not be included in or credited to any Gross Receipts. By way of illustration but not limitation, this will apply to such amounts arising from the theatrical exhibition of the Picture, from any tax or royalty payable with regard to blank audio or Videograms, from royalties collected by AGICOA or any similar organization from cable retransmissions of television programs, and from collections by music performing or mechanical rights societies. Gaumont has the sole right to apply for and collect all these amounts. If any of them are paid to Distributor, then Distributor will immediately remit them to Gaumont with an appropriate statement identifying the payment. 7. RECOUPABLE DISTRIBUTION COSTS 7.1. Recoupable Distribution Costs - Defined: "Recoupable Distribution Costs" means with regard to the exploitation of each Licensed Right all direct, auditable, out- of-pocket, and necessary costs, exclusive of salaries and overhead, and less any discounts, credits or similar allowances, actually paid by Distributor for exploiting the Licensed Right, all of which will be advanced by Distributor and recouped under this Agreement, for: (a) Customs duties, import taxes and permit charges necessary to secure entry of the Picture into the Territory; (b) Shipping and insurance charges for Delivery of the Materials to Distributor; (c) Positive prints, masters, tapes, trailers and other copies of the Picture in an amount pre-approved by Gaumont; (d) Costs of subtitling, if authorized in the Deal Terms, or dubbing, if authorized in the Deal Terms; (e) Costs of allowed advertising, promotion and publicity in the amount pre-approved by Gaumont; (f) Import clearances or similar activities for the importation, exploitation or protection of the Picture in the Territory, like censorship fees; (g) Notarization, translation, registration, and similar fees and costs necessary to obtain or secure the copyright registration title registration; (h) Legal costs and charges paid to obtain recoveries for infringement by third parties of the Licensed Right; (i) Actual and normal expenses incurred in recovering debts from defaulting Distributors; (j) Remittance taxes on amounts payable to Gaumont but only to the extent allowed by paragraph 8.3; (k) Residuals paid to the applicable guilds. 7.2. All subsidies, all financial supports - including CNC financial supports - and other allowances), received by Distributor or its subsidiaries shall be deducted from the recoupable expenses and shall be specified in a sole line in the Statements. Notwithstanding the foregoing, it is hereby understood that MEDIA Automatic and Selective Supports remain Distributor’s property and will not be included in Gross Receipts nor be used to reduce Recoupable Distribution Costs. 7.3. Limitations: (a) Recoupable Distribution Costs will be calculated only as incurred with respect to the exploitation of each Licensed Right. Distributor shall upon request make available to Gaumont all bills, invoices and proofs of payment relating to Recoupable Distribution Costs. (b) If Distributor cannot recoup the Recoupable Distribution Costs with the Gross Receipts, Distributor will not be able to invoice them to Gaumont. (c) All costs not expressly covered by the above will be Distributor's sole responsibility and are not recoupable. 8. PAYMENT REQUIREMENTS 8.1. Timely Payment: Timely payments are of the essence of this Agreement and are an express condition to Distributor's continued enjoyment of any Licensed Rights in the Picture. Payment will only be considered made when Gaumont has immediate and unencumbered use of funds in the required currency in the full amount due. Distributor will use diligent efforts to timely obtain all governmental permits necessary to make all payments to Gaumont. 8.2. Guarantee: The Guarantee, if any, is non-returnable but recoupable in strict conformity with the terms of this Agreement. The Guarantee stated in the Deal Terms is a minimum net sum and no taxes or charges of any sort may be deducted from it. The Guarantee may also be called the "Minimum Guarantee". 8.3. Limitation on Deductions: (a) Principle: There will be no deductions from any payments due to Gaumont because of any bank charges, conversion costs, sales use or VAT taxes, "contingents", quotas or any other taxes levies or charges unless separately agreed to in writing by Gaumont. (b) Exception: If Distributor is legally required to pay any withholding taxes, then Distributor will provide Gaumont within six (6) months with all necessary documentation indicating Distributor's payment of the agreed amount on Gaumont's behalf. If Distributor fails to provide Gaumont with such documentation within 6 months after payment, such withholding taxes will not be deducted and shall be paid to Gaumont.
  12. 12. ZM2004109 Gaumont Distributor Agreement N°20298 - 10 - 8.4. Exchange Articles, Payment: All payments to Gaumont will be in the currency designated by Gaumont and be computed on the date due at the official government rate in the country of the currency. In the event of a late payment, Gaumont will be entitled to charge Distributor with the amount corresponding to the difference between the exchange rate on the date on which payment was due and the date on which payment is actually made. 8.5. Financial Charge On Late Payments: If Gaumont does not receive a payment on the date it was due, then, in addition to any other right or remedy, Gaumont will assess interest on such late payment of one point five (1.5) percent per late month. A financial charge, if made, will be retroactive to the date payment was due and will continue until payment in full. The foregoing shall not be deemed an implied approval from Gaumont to postpone the installments and Gaumont reserves the right to invoke the terms of paragraph 28 below. 9. ACCOUNTING 9.1. Limits On Cross-Collateralization: The Picture will be treated as a separate and independent accounting unit apart from any other Picture licensed to Distributor. Gross Receipts and Recoupable Distribution Costs may only be cross-collateralized among the Licensed Rights in a Picture to the extent specifically authorized in the Deal Terms. 9.2. Financial Records: Distributor will maintain complete and accurate records of all financial transactions regarding the Picture. Where any Video Rights are licensed, such records will also include all Videograms manufactured, sold, rented and returned. Distributor will keep complete copies of statements from third parties and any other writings from authorized sub Distributors and agents or all other parties pertaining to the Picture. 9.3. Statements: Except if otherwise stated in deal terms, Distributor shall render statements every week during the first two months after the Theatrical release and every 3 months after. Timely statements are of the essence of this Agreement. In addition to any other reporting requirements in this Agreement, Distributor will provide Gaumont with a statement in French or in English which sets forth from the time of the immediately prior statement with respect to the Picture: all Gross Receipts broken down by category of Licensed Rights with the corresponding Distribution Fee or royalty, if any; all Recoupable Distribution Costs paid identifying to whom; and all exchange rates used, broken down by category of Licensed Rights, all on a country by country basis. Where any Video / DVD Rights are licensed, the statements will also include: (a) all Videograms sold and rented; (b) the wholesale selling prices of all Videograms; and (c) all allowable deductions taken. If requested by Gaumont, Distributor will also include in said statements all videograms manufactured and returned. Such information will be provided in reasonable detail on a current and cumulative basis. 9.4. Particular Case: Distributor shall not withhold any Gross Receipts as a reserve against returned or defective videograms for more than two (2) consecutive accounting periods, and the amount withheld shall not exceed ten percent (10%) of the amount of Gross Receipts. 9.5. Audit Rights : Continuing until three (3) years after the Term, Gaumont may examine and copy Distributor's financial records regarding the Picture on ten (10) days' notice. The examination will be at Gaumont's expense unless an underpayment of more than five percent (5 %) is uncovered, in which case Distributor will pay the costs of the examination, on demand. 9.6. Distributor undertakes to promptly sign, upon receipt of Gaumont’s notice, the assumption agreements requested in connection with the exploitation of the Picture in favor of WGA, SAG, DGA, IATSE and/or any other applicable guild. Distributor undertakes to promptly pay all sums due to the applicable guilds/residuals, if any, in connection with Distributor’s exploitation of the Licensed Rights in the Territory, as and when due. 10. OWNERSHIP, DELIVERY AND RETURN OF MATERIAL 10.1. Order of Material : Distributor shall order to Gaumont the list of required materials ("initial material") regarding each Picture from the list of available material provided by Gaumont. Distributor shall specify the number of prints, advertising and promotional material and accessories, trailers and other items, all of which will be subject to Gaumont's approval. Gaumont will invoice all advertising and promotional materials (including accessories and trailers) to the Distributor at the soonest. When theatrical exploitation is licensed, the number of prints shall be agreed jointly. Distributor may order any additional material at any time during the term at Distributor's sole cost and subject to such material's availability. When ordering materials, Distributor shall at the same time give Gaumont the name and the address of the laboratory where prints, master tapes, etc. shall be kept on behalf of Gaumont and under Gaumont and Distributor's joint name. If Distributor has not ordered any material within six (6) months after the execution of this Agreement, subject to Distributor’s receipt of the Notice of Availability of Materials, this Agreement will automatically come to an end and Gaumont will keep all amounts paid by Distributor. 10.2. Payment of Material : Gaumont or its designee(s) will then send Distributor a pro forma invoice setting forth the cost of the approved Material. After such payment to Gaumont, and subject to payment of any sums due by Distributor pursuant to the Deal Terms, Gaumont shall deliver the Material to Distributor. The Costs of Material will be paid with a letter of credit if provided so in the Deal terms and the Material will not be delivered before the opening of such credit. Distributor may order additional material at any time during the Term, subject to the availability of such material and at Distributor's sole cost.
  13. 13. ZM2004109 Gaumont Distributor Agreement N°20298 - 11 - 10.3. Delivery : Shipment to deliver the Material to Distributor will be paid by Distributor; shipment to send it back will be paid by Gaumont provided that Distributor will be fully responsible during such shipments. 10.4. Evaluation of Material : All material will be considered technically satisfactory if Distributor does not notify Gaumont of any defects in such material within twenty (20) days after their delivery. If Distributor so notifies Gaumont, then Distributor will return to Gaumont any material which Distributor claims are defective with the technical notice of the laboratory. If Distributor's statement of defects is accurate, then Gaumont will, at its election, either: (a) timely correct any defects or deliver new material; or (b) exercise its rights of suspension or withdrawal pursuant to Paragraph 25. 10.5. Holding Of Materials : (a) Legal title to all prints, advertising materials, trailers, pre-print materials and other materials relating to each Picture provided by Gaumont or created and manufactured by Distributor, and all rights therein (inclusive of copyright) shall at all times be deemed vested solely in Gaumont, subject only to Distributor's authorized control during the Term for the purpose of exercising the Licensed Rights. (b) Distributor will exercise due care in safeguarding Material and will assume all risk for theft or damage while they are in Distributor's possession. 10.6. Access and Ownership of Materials Created by Distributor : Gaumont will at all time have free access to all alternate language tracks and dubbed and/or subtitled versions of the Picture, and all other materials created by Distributor pursuant to this Agreement, including trailers and other promotional materials. Distributor will promptly notify Gaumont of each person responsible for preparing any dubbed and/or subtitled tracks for the Picture and each laboratory or facilities where such dubbed and/or subtitled tracks are located. Gaumont will immediately become the owner of the copyright of such created material, subject to a non-exclusive free license in favor of Distributor to use such tracks during the Term solely for exploitation of the Licensed Rights, or, if such ownership is not allowed under the Laws of the Territory, then Distributor will grant Gaumont a non-exclusive free license to use such dubbed and/or subtitled tracks worldwide in perpetuity without restriction and Distributor shall execute such documents and instruments requested by Gaumont to effect Gaumont's ownership or license of such tracks. Distributor shall also provide Gaumont with the list of dubbed and/or subtitled dialogues of the Picture, if any. 10.7. Return of Sold Materials: Upon termination of this Agreement, Distributor shall draw up an inventory and provide Gaumont with such inventory. Then at Gaumont's election, Distributor will either: (a) return all materials to Gaumont at Gaumont's expense; or (b) destroy all materials and provide Gaumont with a customary certificate of destruction. 10.8. Material on Loan Said Materials will be provided to Distributor on loan for a term decided by Gaumont and Distributor in the deal terms. In case of failure to return such material, Distributor shall pay to Gaumont an amount equal to 1% of the Minimum Guarantee per week late in the return. Unless otherwise provided in the Deal Term, Distributor shall return all Material to Gaumont at the expiration of the period of loan provided in the Deal Terms in the same conditions (notably by the same carrier) as used by Gaumont in delivering the material. If Distributor has not returned such Materials to Gaumont within 2 months after such period, the price of said Material will be due by Distributor, without prejudice for Gaumont's right to undertake any action it deems necessary to recover said material and to invoke such articles of paragraph 28 below. Gaumont will send to Distributor an invoice with regard to the cost of the material, which shall be paid within 30 days. 11. COMMON AND CONTINUING OBLIGATIONS FOR EACH LICENSED RIGHTS 11.1. Best Efforts; Quality : Throughout the Term Distributor will use its best efforts and skill in the distribution and exploitation of the Picture so as to maximize its Gross Receipts. 11.2. Approval Obligations - Ad-campaign – P&A budget : In addition to the obligations stated in Deal terms (article 12), Gaumont will have prior approval on an on- going basis of all significant aspects of the distribution of the Picture in the Territory for each Licensed Right, including the initial release campaign, distribution policy, minimum and maximum print order, the total amount and specific items of the P&A budget and marketing campaign, the release dates, the release pattern, the marketing strategy, and any modifications to all such aspects of the distribution of the Picture. Distributor will timely submit each item to Gaumont for Gaumont's prior approval. 11.3. Release Obligations : In releasing the Picture by any or all Licensed Rights, Distributor will : (a) notify Gaumont in advance of the time and place of the expected first exploitation of the Picture for each Licensed Right in the Territory ; (b) not discriminate against the Picture or use the Picture to secure more advantageous terms for any other picture, product or service ; and (c) ensure that all exhibition agreements for the Picture will be made separately and independently from exhibition agreements for any other picture, product or service; 12. THEATRICAL AND PUBLIC VIDEO EXPLOITATION 12.1. Definitions : (a) Theatrical Right : is the right to exploit the Picture in 35 mm, only for direct exhibition in theaters which are open to the general public and which charge an admission fee to view the Picture. Theatrical Rights specifically excludes Ancillary Rights.
  14. 14. ZM2004109 Gaumont Distributor Agreement N°20298 - 12 - (b) Public video : means exploitation of a Motion Picture Copy embodied in a Videocassette or DVD, only for direct exhibition before an audience in a “ mini-theater ”, or establishment that charges an admission to use the viewing facility or to view the Videogram, and that is not licensed as a traditional motion picture theater in the place where the viewing occurs. 12.2. Specific Release Obligations : In addition to the common and continuing obligations set forth in Paragraph 11, in releasing the Picture Distributor will : - Follow the paid advertising requirement as provided by Gaumont and request for Gaumont’s approval with regard to the poster created for the film. - Give Gaumont reasonable advance notice of all premieres of the Picture in the Territory. - Notify Gaumont the key cities which shall exhibit the Picture; - Expend monies pursuant to approved advertising budget & otherwise conform with the pre-approved advertising & marketing campaign for the Picture Not enter the Picture in any festivals, or the like without Gaumont's prior written approval ; Furnish weekly reports to Gaumont by fax, setting forth all information available to Distributor regarding the results of such release, box office receipts as received and expenses as incurred, on a weekly and cumulative basis during two (2) months after the First Release of the Picture in the Territory. 12.3. Specific Exhibition Obligations : In arranging for the exhibition of the Picture Distributor will not authorize or allow the Picture during its first theatrical run to be exhibited on a flat license or 4-wall basis, or as part of a multiple feature engagement, unless all relevant terms of such proposed exhibition have been pre-approved by Gaumont in writing. 12.4. Controlled Theaters : A "controlled theater" is one in which Distributor has any interest, whether direct or indirect, in the ownership or operation of such theater. Distributor will not license any Picture to a controlled theater except on terms and conditions consistent with arm's length transactions and subject to Gaumont's prior written approval. 13. NON-THEATRICAL AND COMMERCIAL VIDEO EXPLOITATION Non-Theatrical specifically excludes Ancillary Rights. 13.1. Definitions : (a) Non-Theatrical Rights means the right to exploit the Picture, on 35 mm exclusively, only for direct exhibition before an audience by and at the facilities of organizations not primarily engaged in the business of exhibiting feature-length motion pictures including educational, social and religious institutions; Red Cross facilities or by and at the facilities of governmental bodies such as embassies. (b) Commercial Video Rights : means the right to exploit the Picture in the same facilities and institutions than for the Non-Theatrical Rights but only on video devices. Commercial Video does not include Non Theatrical, Public Video, Airline, Ship or Hotel exploitation, nor any form of making the Picture available over the Internet. 13.2. Release Obligations : In releasing the Picture by any Non-Theatrical or Commercial Video means, Distributor shall comply with the common and continuing obligations set forth in Paragraph 11. 14. HOME VIDEO EXPLOITATION 14.1. Definitions : (a) Video Right is the right to distribute the Picture with its sound and Music embodied in a videocassette and/or in a DVD - that is rented and/or sold directly or by mail order to the viewer only for viewing the Picture in private living accommodations. (b) DVD rights means the right to distribute the picture embodied in a digitally encoded electronic storage device that conforms to the DVD specification for Read only disc and that is designed for use in conjunction with an electronic device or computer in a way that causes a Motion Picture to be visible for private viewing on the screen of a computer monitor or television. DVD is Digital Versatile Discs but does not include any type of Compact Disc or - that is rented and/or sold directly or by mail order to the viewer only for viewing the Picture in private living accommodations. DVD does not include any form of new DVD that could be invented in the future. 14.2. Special approval for DVD exploitation : Distributor has to obtain the prior written approval from Gaumont on the release date, the versions (subtitled and/or dubbed), bonus and packaging used on such DVD and Laboratory chosen by the Distributor. 14.3. Gaumont's Packaging Approval Rights : Distributor shall request for Gaumont’s approval with regard to the packaging of all Videocassettes and DVD. Gaumont shall give its approval or its comments within 10 (Ten) days after receipt of the request. 14.4. Limits On Included Material : Distributor will not authorize or allow any other Picture or other material to be included on any Videocassettes and DVD embodying the Picture without Gaumont's prior written approval. 14.5. Release Notice : Upon request of Gaumont, Distributor shall furnish reports to Gaumont by fax, setting forth all information available to Distributor regarding the results of the Home-Video exploitation.
  15. 15. ZM2004109 Gaumont Distributor Agreement N°20298 - 13 - 14.6. DVD bonus: Upon Distributor request, Gaumont shall deliver at a negotiated price to Distributor all bonuses which rights are available for the territory. Distributor shall not include in the DVD bonuses without the Gaumont’s prior approval. 14.7. Sell-Off Period : During the last six (6) months of the Term Distributor will not manufacture Videograms in excess of those reasonably anticipated to meet normal customer requirements. If the Agreement has not been terminated per Paragraph 26, then during the three (3) month period following the end of the Term, Distributor will have the non-exclusive right to sell off its then existing inventory of Videograms for such Picture for Home Video exploitation only. At the end of this period, Distributor will at Gaumont's election either sell its remaining Videograms and their packaging to Gaumont at Distributor's cost, or destroy them and provide Gaumont with a customary certificate of destruction. 14.8. Supplying : if granted, Distributor shall, with no charge, supply Gaumont with 5 DVDs and/or 5 videograms of the Picture when the Picture is release in such media. Address : Gaumont International sales, 30 avenue Charles de Gaulle – 92200 Neuilly sur Seine – France. 14.9. Special operations: means distribution of videograms of the Picture sold with other material (such as booklet, leaflet, fascicle or any other product) and/or through the agency of a distributor not primarily engaged in the sole business of renting and/or selling videograms. It includes without limitation bundles, cover deals, newspaper stand circuit, and all operations with magazines, petrol stations, etc. 14.10. Mail order: means Home Video sell-through exploitation in which the sale occurs by placing an order for and receiving delivery of the Videogram through use of the postal service or other shipping service and not a retail establishment. Ordering a Videogram over the telephone or through the Internet is not Mail Order. 15. VIDEO ON DEMAND & NEAR VIDEO ON DEMAND EXPLOITATION (a) Video on demand means exploitation of the film by means of a signal for television reception in homes and similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the Film at a time selected by the viewer for each viewing. Regarding the specificity of those rights it is agreed that they will be treated as TV rights for the royalties payable. (b) Near Video on demand means multiple regularly scheduled transmissions in a short time period over related transmission facilities of the Film by means of a signal for television reception in homes and similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the Film at one of the scheduled transmission times selected by the viewer for each viewing. Regarding the specificity of those rights it is agreed that they will be treated as TV rights for the royalties payable. (c) Notwithstanding the foregoing, concerning the percentages of royalties to be paid for VOD & NVOD, the VOD & NVOD shall be treated as Television receipts. 16. TELEVISION EXPLOITATION 16.1. Definitions : (a) Pay Television rights : means Terrestrial Pay TV, cable Pay TV and satellite Pay TV exploitation of a motion Picture : Terrestrial Pay TV : means over-the-air analog broadcast of a motion picture Copy by means of encoded Hertzian waves for television reception where a charge is made to viewers in private living places for use of a decoding device to view a channel that broadcasts the Motion Picture along with other programming. Cable Pay TV : means originating analog transmission of a motion Picture Copy by means of an encoded signal over coaxial or fiber-optic cable for television reception where a charge is made to viewers in private living places for use of a decoding device to view a channel that transmits the Motion Picture along with other programming. Satellite Pay TV : means the unlink analog broadcast of a signal to a satellite and its down-link broadcast to terrestrial satellite reception dishes of a Motion Picture Copy for television viewing located in the immediate vicinity of their reception dishes where a charge is made to viewers in private living places for use of a decoding device to view a channel that broadcasts the Motion Picture along with other programming. (b) Free TV rights definitions : means terrestrial free TV, cable free TV and satellite free TV exploitation of a Motion Picture. Terrestrial Free TV : means over-the-air analog broadcast by Hertzian waves for television reception in private living places without a charge to the viewer provided that for this purpose, government television assessments or taxes will not be deemed a charge to the viewer. Cable Free TV : means originating analog transmission of a motion Picture Copy by means of an encoded signal over coaxial or fiber-optic cable for television reception in private living places without a charge to the viewers provided that for this purpose, government television assessments or taxes will not be deemed a charge to the viewer.
  16. 16. ZM2004109 Gaumont Distributor Agreement N°20298 - 14 - Satellite Free TV : means the unlink analog broadcast of an encoded signal to a satellite and its down-link broadcast to terrestrial satellite reception dishes of a Motion Picture Copy for television viewing located in the immediate vicinity of their reception dishes without a charge is made to viewers in private living places provided that for this purpose, government television assessments or taxes will not be deemed a charge to the viewer. (c) Multibroadcast : is one telecast which includes several broadcasts within a certain period as set forth in the Deal Terms. 16.2. Specific Release Obligations : if Distributor is not the Broadcaster, Distributor shall notify Gaumont of the basic terms of any such proposed Television License for Gaumont's prior written approval. Such approval shall be given within five (5) days following receipt of the offer. At the expiry of such period, the offer will be deemed accepted by Gaumont. In addition to the common and continuing obligations set forth in Paragraph 11, in releasing the Picture on Television, Distributor will : (a) Notify Gaumont in advance of the expected first Pay TV telecast and the expected first free TV telecast of the Picture in the Territory ; (b) Not authorize the Picture to be transmitted by any form of Pay TV from or within the Territory in any form other than an encoded or encrypted form ; (c) Not authorize the Picture to be telecast from or within the Territory by any form of Free or Pay TV transmission, whether or not encoded, which is primarily intended for reception outside the Territory or which is capable of reception, whether by means of retransmission or decoding devices, by a substantial number of home television receivers outside the Territory ; (d) Furnish to Gaumont by fax the results of each telecast of the Picture like rating figures immediately after such telecast. 16.3. Usage Reports : Upon Gaumont's request, Distributor will promptly provide Gaumont with the following information : (a) the title of the Picture in the Authorized language used for each telecast of the Picture ; (b) each laboratory holding any dubbed or subtitled tracks for the Picture; (c) the time, place and telecaster of each telecast of the Picture, including the number of telecasts. Distributor will include in all of its agreements with its sub Distributors/Distributors a requirement for such Distributors to maintain such information. 16.4. Commercials : Where Free TV Rights are licensed, Distributor may then insert and permit others to insert commercial announcements within the Picture for such Free TV exploitation. The Motion Picture can be cut in the solely aim to insert commercial. The Distributor guarantees there will be no shortening and/or reconstruction of the Picture. 16.5. Conclusion of Run(s) : The Term of this Agreement with respect to any Licensed Television Right will expire at the earlier of the end of the Term, or the conclusion of the last of the authorized Run(s) with respect to the specific Licensed Television Right. 17. PAY PER VIEW Pay per view means the broadcast by means of a signal for reception on television receivers in homes or similar living places where a charge is made to the viewer for the right to use a decoding device to view the broadcast of the Motion Picture at a time designated by the broadcaster for each viewing excluding VOD & NVOD. The articles 16.2, 16.3, 16.4 & 16.5 are applicable to Pay per view. Concerning the percentages of royalties to be paid for Pay per view, the Pay per view shall be treated as Television receipts. 18. ANCILLARY RIGHTS Ancillary rights means Airline, Ship and Hotel exploitation of the Film. The Airplanes and Ships shall fly the flag of any country in the licensed territory. Hotel exploitation means exploitation of the film in temporary living places (hotel, motel, apartment complexes, co-operatives or condominium projects) by means of a closed-circuit television systems. 19. MUSIC Synchronization Royalties : (a) Warranties : Gaumont represents and warrants to Distributor that it has the right to allow exploitation of the music synchronization rights in all music embodied in the Picture throughout the Territory for the entire Term. (b) Cue Sheets : To the extent required and available, Gaumont will supply (if available) Distributor after Delivery with music cue sheets listing the composer, lyricist and publisher of all music embodied in the Picture. Distributor will, to the extent necessary, promptly file with the appropriate music rights society in the Territory a copy of such music cues sheet without making any changes to such cue sheets. Performance Royalties : (a) Generality : Distributor shall be responsible for making any necessary payments to any and all local performing rights societies necessary for the exhibition in the Territory of all music embodied in the soundtrack of the Picture. (b) Video Exploitation : When Video/cassette and/or DVD Rights are licensed to Distributor, Distributor acknowledges that a mechanical, performing or author's right society in the Territory may attempt to collect royalties attributable to the manufacture, sale or rental Videograms embodying the Picture for Home Video exploitation. Distributor shall then be solely responsible for such royalties.
  17. 17. ZM2004109 Gaumont Distributor Agreement N°20298 - 15 - 20. PROMOTION ON THE INTERNET Promotion of the Picture by the Internet is granted to Distributor but only in the language stated in the deal terms. Besides, Distributor shall request for Gaumont’s prior written approval before proceeding to any kind of Promotion of the Film on the Internet. Distributor will have the right to extract no more than 3 minutes of the Picture up to the Internet for promotional purpose. Distributor is entitled to put the trailer, artworks, approved photographs, a brief synopsis and biographical material for key talent and staff of the picture up on the Internet. 21. ANTI-PIRACY ARTICLES 21.1. General : During the Term, Distributor shall take all available steps to protect the Picture against piracy and to protect Gaumont's right, title and interest (including copyright) in and to the Picture. If Distributor fails to take necessary anti-piracy action, Gaumont may, but will not be obligated to, take such action in Gaumont's or Distributor's name, with all recoveries belonging to Gaumont. 21.2. New Technology : If during the Term a new technology which provides protection against the unauthorized duplication, distribution, or public performance of copies of a picture is in use in the Territory, then Distributor will reasonably apply such technology to all copies of the Picture manufactured, distributed or publicly performed under its authority. Distributor may deduct the cost of so doing as a Recoupable Distribution cost after first obtaining Gaumont's reasonable approval. 21.3. No Warranty in Piracy : Gaumont and Distributor acknowledge that it is their mutual best interest to prevent piracy of the Picture in or outside the Territory. Gaumont and Distributor shall inform each other of any act of piracy of the Picture in the Territory. No piracy of the Picture, whether occurring before or after the execution of this Agreement, will allow Distributor to terminate this Agreement or reduce any amounts due Gaumont. 22. GAUMONT 'S WARRANTIES 22.1. Gaumont represents and warrants to Distributor that it has full authority and ability to enter into and completely perform this Agreement and to license all Licensed Rights to Distributor. Gaumont has not and will not undertake any action which might impair those Rights. There are no existing or threatened claims or litigation which would adversely affect or impair any of the Licensed Rights. 22.2. If this Agreement is fully executed although the Picture is not totally shot or edited and if it happens that such Picture cannot be completed and/or be exploited for any reason, Gaumont will immediately notify Distributor and the Agreement shall immediately come to an end regarding such Picture. Gaumont shall not be held responsible for such event and such cancellation. All sums already paid to Gaumont for said Picture would be fully reimbursed to Distributor without interest. 23. DISTRIBUTOR'S WARRANTIES Distributor represents and warrants to Gaumont : 23.1. Distributor has full authority and ability to enter into and completely perform this Agreement. There are no existing or threatened claims or litigation which would adversely affect or impair Distributor's ability to completely perform under this Agreement. 23.2 In case royalties payments are due to collecting societies in connection with the television broadcast of the Picture in the Territory, Distributor shall be solely responsible for these payments. Distributor guarantees Gaumont in this respect and hold harmless Gaumont against any claim in this respect 23.3. In case of any assignment of this Agreement pursuant to Paragraph 27, Distributor makes the following additional representations and warranties to Gaumont: As a condition to the effectiveness of such assignment the assignee can and will make all of the representations and warranties set forth in this Paragraph directly to Gaumont as if such Assignee executed this Agreement directly with Gaumont. If such Assignee breaches any such representation and/or warranty, then Gaumont, in addition to any right or remedies it may have against such assignee, may proceed directly against Distributor for such breach without first proceeding against such assignee or exhausting any of Gaumont's rights or remedies against such assignee. 24. INDEMNITIES Distributor will indemnify and hold harmless Gaumont (including Gaumont's officers, directors, subsidiaries, partners, owners, shareholders, employees and agents) against all claims and expenses (including reasonable attorney's fees) and liabilities due to Distributor's failure to abide by any restriction on the exercise of any rights granted and for any breach of any Distributor's obligations, representations or warranties set out in this Agreement. Distributor will remain responsible for honoring Distributor's indemnities despite any assignment or sublicense allowed by Gaumont pursuant to Paragraph 27. Gaumont will indemnify and hold harmless Distributor from all claims, loss, liability, damages or expenses, including reasonable attorney's fees, but not including lost profits, due to breach of any of Gaumont’s representations or warranties or due to Gaumont’s use of the materials created by Distributor referenced in Paragraph 10.6 hereof. Gaumont will remain responsible for honoring Gaumont’s indemnities despite any assignment pursuant to paragraph 27. If Gaumont is acting as an agent, these indemnities are also made directly by Gaumont’s principal to Distributor, but Distributor will look only to Gaumont’s principal to honor these indemnities with regard to the principal’s representations and warranties.
  18. 18. ZM2004109 Gaumont Distributor Agreement N°20298 - 16 - 25. SUSPENSION AND WITHDRAWAL 25.1. Causes of Suspension : Gaumont may in its absolute discretion suspend Delivery or exploitation of the Picture or withdraws the Picture : (a) If Gaumont determines that its continued exploitation might infringe the rights of others, violate any law, or subject Gaumont to any liability; (b) If Gaumont determines that its Materials are unsuitable for the manufacture of first class commercial quality prints or other exploitation materials; (c) Either party may suspend Delivery or exploitation of the Picture or withdraw the Picture in case of a Particular Event. "Particular Event" means any strike, riot, war, insurrection or civil unrest; any fire, flood, earthquake or public disaster; breakdown of electrical or sound equipment; failure to perform or delay by any laboratory or supplier; delay or lack of transportation, embargo; any Act of God or any other cause beyond the reasonable control of either party which constitutes a cause of "Force Majeure". (d) If Distributor makes an assignment for the benefit of creditors, seeks relief under any bankruptcy law or similar law for the protection of debtors, or allows a petition of bankruptcy to be filed against it or a receiver or trustee to be appointed for substantially all of its assets that is not removed within thirty (30) days (e) if Distributor is in breach of payment of the costs incurred by the initial materials, and after a written notice to Distributor without any response within 3 months. All of amounts already paid (20 first percent of MG or any amount as per Article 7 of Deal Terms) shall be kept by Gaumont. 25.2. Effect of suspension : None of the parties will be entitled to claim any damages or lost profits for any suspension. Instead, the Term will be extended for the length of each suspension. If any suspension lasts more than three (3) consecutive months, either party may terminate this Agreement on ten (10) days' notice, in which case the Picture will be treated as provided in Paragraph 25.3. 25.3. Effect of Withdrawal : If the Picture is withdrawn or this Agreement is terminated after a period of suspension, then Gaumont may either substitute a mutually satisfactory Picture of like quality, or refund Distributor all sums paid to Gaumont regarding such Picture (except as provided in article 25.1 (e)); the corresponding material shall be sent back to Gaumont within twenty (20) days following such termination). Notwithstanding the foregoing, in case of the event as described in 25.1 (d) above, Distributor will be deemed to be in default and Gaumont may elect to terminate this Agreement as per Articles 26.1 and 26.2 below. 26. DEFAULT AND TERMINATION 26.1. In case of a default in the performances of any of its obligations by any party, the other party will be entitled to terminate immediately and automatically the Agreement where a notice of such default has been sent to the defaulting party by registered mail with proof of receipt and the defaulting party has failed to perform its obligation within twenty (20) days after the sending of such notice. 26.2. When it is Distributor's failure, Gaumont shall immediately recover all the rights licensed in the Territory. If the Agreement concerns more than one Picture, such termination procedure may be available for all the pictures. In any case, Gaumont shall keep all sums already paid by Distributor and all sums still due become immediately payable without prejudice to any other rights or remedies Gaumont may have, including legal proceedings. All prints and material shall be sent back to Gaumont within 48 hours after said termination. Once Gaumont has fully recovered its rights, all the sums due to Distributor by exhibitor or sub-Distributors for instance shall be due to Gaumont. All the articles of this paragraph are applicable in whole or in part depending on Gaumont's election. 26.3. When it is Gaumont's failure, Gaumont shall refund Distributor all sums paid relating to the Picture pursuant to this Agreement, without prejudice to any other rights or remedies Distributor may have, including legal proceedings. 27. ASSIGNMENT 27.1. Distributor's Right : This Agreement is personal to Distributor. Distributor may not assign or transfer this Agreement without Gaumont's prior written approval. If any assignment is authorized, this Agreement will be binding on such authorized assignee or equivalent but will not release Distributor of any of its obligations under this Agreement. 27.2. Gaumont's right : Gaumont may freely assign, transfer or sublicense any of its rights under this Agreement. Gaumont may not assign or transfer this Agreement without having informed Distributor of any such assignment or transfer. In the event of any assignment, this Agreement will be binding on such assignee or equivalent and will release Gaumont of any of its obligations under this Agreement. 28. MISCELLANEOUS ARTICLES 28.1. Modification : No modification or amendment of this Agreement will be effective unless in writing, signed by both parties. 28.2. Applicable Law : This Agreement shall be construed and governed by the laws of France; Gaumont and Distributor hereby consent and submit to the exclusive jurisdiction and venue of Paris for the adjudication of any dispute between Gaumont and Distributor pertaining to this Agreement or the alleged breach of any article hereof, unless Gaumont decides at its sole discretion to designate a jurisdiction in the country where Distributor's registered office is located.

×