programme licence agreement · subtitling and/or dubbing in at licensee’s sole cost and care....

o Česká televizeČeská televize

Company ID number: 00027383

and

Company: INTRAMOVIESCompany ID number: IT 01508321005

Programme Licence Agreement

num ber M T 1620

Subject m atter o f the agreem ent: Price or value:Date o f execution:

Program m e licence acquisition 36.730,- EU R

ÜL-l W

intramoviesContract n°: MT 1620 Date: November 8lh 2016

INTERNATIONAL LICENSE AGREEMENT

This International Multiple Rights Distribution License Agreement is made as of November 8th 2016

BETWEEN:

INTRAMOVIES whose principal place of business is Via E. Manfredi 15, 00197 Rome, Italy, (the “Licensor”), represented by Micaela Fusco; [VAT-NO.TT 01508321005] Acting on Behalf of Mediaset spa.

and

CESKA TELEVIZE, public company established by the Czech Television Act No 483/1991 Coll. VAT n. CZ00027383, whose registred address is Kavci hory, Na Hrebenech II 1132/4, CZ - 14070 PRAHA 4 , CZECH REPUBLIC, represented by , Head of Program Acquisitions (the “Licensee”).

DEAL TERMS

1. LICENSED TITLE/S:

See ANNEX A-B

2. LICENSED TERRITORY

The Territory within which Licensee may exercise the rights granted to Licensee hereunder is

3. LICENSE TERM: The Term of this Agreement shall commence upon the effective date and shall terminate

, as specified in ANNEX A-B

4. RIGHTS LICENSED and EXCLUSIVE:

•

Authorised Television Runs :

Licensee shall not have the right to transmit or authorise any third party to transmit any of the Licensed titles until the Amount provided for in the paragraph “Consideration” hereunder has been paid in full to Licensor.

5. HOLDBACK PERIOD: Not applicable

6. AUTHORIZED LANGUAGE VERSIONS:The rights to the Film granted hereunder pertain only to the original version dubbed and /or subtitled into the following language(s): . Subtitling and/or dubbing in at Licensee’s sole cost and care.

Licensee shall at all time grant Licensor access to any dubbed and/or subtitled language version of the Film created by Licensee pursuant

to this License agreement

Head of Program Acquisitions

Licensor, Signature Licensee, signature

intramoviesContract n°: MT 1620 Date: November 8th 2016

dubbing clause:

Licensee has the right to dub the picture into the language at its sole cost and expenses. Licensor will have access to such version made pursuant to this license agreement during the entire period of Licensee’s exclusivity and afterwards

. Conditions of such access shall be mutually agreed between Licensor and License in a separate agreement. Such a dubbing and /or subtitling shall be of theatrical quality and shall not alter the spirit of the picture. The Licensee may at its discretion use an existing version, if available and acceptable. If the access is not free, the terms and conditions shall be negotiated in a separate agreement between the Licensee and the holder of rights to such version.

7. CONSIDERATION:

As an OUTRIGHT SALE price for the rights granted hereunder Licensee agrees to pay to Licensor a non-refundable amount specified in Annex A-B

8. TERMS OF PAYMENT

Licensor acknowledges to be the beneficial owner of the licence fee. The global amount specified in Annex C shall be paid by bank transfer as follows:

Timely payment is conditioned upon receipt of the valid confirmation of Italian residency of the Licensor issued by the appropriate Tax Authority o f Italy unless such valid confirmation has already been provided to the Licensee during the applicable year.

The Licensor agrees that if applicable the Licensee may deduct the withholding tax under local laws and regulations in accordance to which the Licensee shall provide the Licensor with the relevant tax certificate as soon as is received.

It is hereby agreed that should the Licensor choose to deliver invoices by means o f electronic mail, the Licensor shall be obliged to send PDF format invoices using his e-mail address to the e-mail address o f the Licensee: [email protected]. The invoice shall be considered as delivered at the moment of its delivery to the e-mail address of the Licensee.

All payments remitted to Licensor are to be paid net of any and all taxes (with the exception of withholding taxes) and net of all bank charges on the Licensee's territory, remittance fees and/or reimbursing fees. If any, these are to be at the expense of Licensee. Any delay in payment will be regarded as a material breach of the contract.All payments are to be made by means of a wire transfer free of any bank charges in favor of:

INTRAMOVIES SRLMONTE DEI PASCH1 DI SIENAVIA PO, 94-00198 ROMEACCOUNT: 13617/00IBAN: IT 02R 01030 03201 000001361700SWIFT: PASCITM1RM1

9. ACCOUNTING PERIOD AND DIVISION OF GROSS RECEIPTS: not applicable

Licensee, signature

mailto:[email protected]


10. RECOUPMENT OF EXPENSES : not applicable

11. P&A-BUDGET: not applicable

12. DISTRIBUTION EXPENSES: not applicable

13. EXPLOITATION OF RIGHTS:

All rights herein included or specifically excluded are defined in the General terms and Conditions Art. 1 Definitions.

All rights not explicitly licensed above to Licensee shall be reserved by and belong solely to Licensor and Licensor may freely dispose of all of same. Licensee may not sub-license any of the granted rights without prior written approval by Licensor.

13.1 **Video on demand by means of Internet and wire less rights are granted on a non-exclusive basis only (if licensed). Licensee’s Internet Service Providers/Wireless Access Providers must use geofiltering technology and DRM control.

13.2 The exclusive right to apply for and collect income derived from agencies, societies and other similar organizations established for the purpose of collecting and distributing such income and the exclusive right to collect any national subsidies and any sums receivable by way of blank tape levy or any analogous system is expressly reserved to the Licensor. In the event the Licensee receives any such income it shall be held on trust for the Licensor and the Licensee shall immediately notify the Licensor of receipt and pay all such sums to the Licensor.

13.3 Television Overspill The parties acknowledge that satellite and over-the-air television transmissions cause inherent overspill and certain television transmissions are subject to simultaneous cable relay and that the foregoing shall not constitute a breach of this Agreement provided that the reception of such overspill is not specifically authorized.

13.4 Internet rights

Internet rights are defined as follows: “Internet” shall mean exploitation of the linear version of the complete Picture by means of the system of interconnected computers commonly known as the Internet or by means of any similar interconnected communication networks, now existing or hereafter known, which, by its nature, would permit the general public to view the Picture.”

Free Internet rights are expressly excluded unless for Online Advertising: Licensee shall have the right to create and exploit online content, links, publicity, and commercial tie-ups to advertise and promote the Picture within its respective territory (including, without limitation, the right to use clips from the Picture in accordance with the terms hereunder). It is understood and agreed that the specific pages and location used for the advertising and promotion of the Picture within the applicable website shall be in the language(s) of Territory and in all events will clearly indicate that the purpose of such page(s) or locations is to advertise and promote the Picture in the Territory, and that its content shall be aimed expressly at audiences in the Territory. In no event the maximum duration of the publicity content shall exceed 3’ wether a single continuity scene or composition of several excerpts.

13.5 Promotion

The Licensee shall have the non-exclusive right at its own expense to use short excerpts of the Programs not exceeding 3 minutes in order to advertise, publicize or promote broadcasting o f the Programs and/or Licensee's broadcasting by any media subject to no further consideration. Further the Licensee is authorized to include crawling messages during the broadcast of the Programs.The Licensee shall further be entitled to publicize promotion and information materials provided by the Licensor for the purposes of promoting broadcasting of the Programs subject to no further consideration. The Licensee shall be authorized to include sponsorship messages before or after each Program in conformity with the laws of the Territory.


14. COPYING OF MATERIAL: NOT APPLICABLE

15. APPROVAL REQUIRED FOR SUB-LICENSING: not applicable

16. AUTHORIZED VIDEOGRAMS FORMAT: not applicable

17. PROTECTION OF THE FILM:

Licensee shall promptly inform the Licensor about any unauthorized use or exploitation of the Film(s) in the Territory (hereafter referred to as “Acts of Piracy”).

For the avoidance of doubt, it is agreed that no Act of Piracy of the Film, whether occurring before or after execution of this Agreement will allow Licensee to terminate this Agreement or reduce any amounts due to Licensor or alter any other terms and conditions of this Agreement.

18. EDITING RIGHTS:

Licensee shall not be entitled to cut or edit the Film(s) (and shall cause its sub-licensees not to cut or edit the Film(s) in any circumstances) SAVE AS FOLLOWS:

• to meet censorship requirements of any officially recognized censorship authority in any part of the Territory .• to make foreign language sub-titled or dubbed versions of the Film(s) in accordance with the Deal Terms.

PROVIDED THAT the above permitted cuts and/or editing shall be subject to Licensor’s prior written approval in all circumstances, and to any rights of the producer and director of the film, which approval shall not be unreasonably withheld. In no event the maximum duration of cuts and/or editing shall exceed 5 minutes wether a single continuity scene or composition of several scenes.PROVIDED FURTHER THAT if the Licensee makes a sub-titled or dubbed version of the Film the Licensee undertakes that such sub-titling or dubbing shall be made in such a way that the essence of the Film(s) shall not be modified by the translation of the dialogue of the Film which the Licensee warrants shall be true and accurateThe Licensee undertakes to use all music incorporated in the original version of the Film exclusively and in its entirety with no change whatsoever.

19. DELIVERY OF MATERIALS:

Licensee is aware that for some of the titles licensed, HD materials or prores file (respecting the original ratio of each Film), will be available in the upcoming months. Licensor undertakes to deliver such HD materials at laboratory costs mentioned in Annex D at least 30 days prior to the beginning of the License Term. Should Licensor fail to deliver such materials, the Licensee shall be entitled to withdraw any Film for which the Licensor failed to deliver HD materials from this Agreement and the License Fee shall be decreased respectively..

All costs of delivery and return (including shipping charges, import fees, duties, insurance and other related charges) will be at the sole cost of Licensee. Delivery of materials is contingent of full payment of materials fee.

In this Agreement “Delivery” shall mean a notice from the Licensor to Licensee that it is ready to deliver the materials specified in Annex D (or any other materials defined in the Deal Terms) (“Notice of Availability”).



The Licensor shall deliver at Licensee's sole cost and expense (except where expressly stated otherwise in the Deal Terms) or cause to be delivered to the Licensee the Delivery Materials specified in the Deal Terms provided that the Licensee shall have paid the Licensor all sums due under this Agreement.

The Licensor shall not be liable for any loss or delay and the manufacture and delivery of all Delivery Materials shall be at the cost and expense of the Licensee (except where expressly stated otherwise in the Deal Terms).

It is expressly agreed that Licensee shall take delivery of the materials within 2 (two) months of Notice of Availability (provided payments due before delivery have been duly received).

Licensee expressly agrees to keep any materials of the Film delivered to Licensee or any duplicate therefrom in a recognized professional laboratory or Licensee’s facility in Licensor’s name and to take all necessary steps to protect such materials from loss and/or theft.

20. EXAMINATION OF MATERIALS:

The Licensee undertakes to examine without any delay all Delivery Materials delivered to the Licensee under this Agreement in order to verily they are suitable for the exercise of the Rights granted to the Licensee.

Unless the Licensor receives notice in writing specifying any defect in Delivery Materials or Publicity Materials thirty working days (30) days following the delivery of such materials to the Licensee’s shipping agent such material shall be deemed to be of technically acceptable quality for the purposes of this Agreement.

20.1 Library movies: Licensee is aware that the titles included in the present contract are old movies and therefore the technical quality check and the eventual rejection can only refer to the duplicated materials, such as but not limited to videomasters. All references to the state of original negatives of which the materials have been manufactured can not be taken into consideration for a rejection.

20.2 In case of non acceptance of materials, Licensor will replace, if possible, the materials at its costs. In case Licensor has no possibility to replace the rejected materials, Licensor shall reimburse Licensee with the amount allocated to the rejected film and the materials paid for by Licensee within 30 days.

21. RETURN OF MATERIALS:

Where any Delivery Materials are provided to the Licensee on loan the Licensee shall be responsible for obtaining and maintaining insurance for the full replacement value of such materials at all times while in the possession of the Licensee or in transit or while in the possession of any laboratory authorized by the Licensee. The Licensee undertakes to return all such materials to the Licensor no later than thirty (30) days after the date the materials were first made available to the Licensee or its agent or nominated laboratory.

In case Materials sent on loan are returned damaged (in the Licensor’s laboratory sole opinion) or not received by Licensor in the delay above mentioned, Licensee shall fully pay costs for replacement and /or restoration of such Materials (at the customary price of the Laboratory holding the intemegative of the Picture) immediately.

22. LICENSOR S WARRANTIES

1) The Licensor hereby declares and warrants that it has the right to license the Films on the terms provided in this Agreement and that it has not entered into and shall not enter into any arrangement or understanding or do any act which might in any way restrict or impair the free and unrestricted exercise of them by the Licensee or which conflicts with Licensor’s obligations under this Agreement.

2) The Licensor hereby declares and warrants that all rights in the music or musical composition contained in the Films hereby licensed are either in the public domain in the Territory, or controlled by the Licensor sufficient to allow the Licensee to exploit them without additional payment, or available by license from a music performing rights society in the Territory, in which case the Licensee will be responsible for obtaining a license at its own expense provided that Licensor has delivered to Licensee full and complete music cue sheet containing all relevant information as requested by such music performing rights

Licensor, Signature

Head of Program Acquisitions

Licensee, signature

5


society, to be used exclusively for the rights granted in the present agreement. No music soundtrack will be used out of context. For avoidance of doubts No Music Sountrack rights are granted in present agreement

3) The Licensor further declares and warrants that neither the Films nor the exercise of any licensed right does or will during the applicable license period defame, or hold in a false light, or infringe any privacy or publicity or other personal right of any person, or infringe any copyright, trademark, trade secret, right of ideas, or similar property right of any person.

4) The Licensor hereby agrees to indemnify and keep the Licensee and its respective officers, directors, employees, agents and representatives indemnified from and against all claims, damages, demands, liabilities, injuries, judgments, losses, costs and expenses, including reasonable legal fees, suffered or incurred by the Licensee pursuant to a claim by a third party arising out of Licensor’s breach of the warranty set out in this Section 22

23. TERMINATION

Either Party shall have the right to terminate this Agreement in the event that the other commits a material breach or a series of breaches amounting to a material breach of any provision of this Agreement and fails to remedy such breach (if capable of remedy) within twenty (20) Working Days of receiving written notice so to do.

24. PLACE OF PERFORMANCE AND JURISDICTION

This Agreement shall be governed exclusively by the laws of Licensor’s territory. Any dispute regarding the validity, the execution or comprehension of this contract shall be judged by arbitration under international arbitration rules.

25. LEGAL BINDING:

Upon full signature of Deal Terms these will be supplemented by General Standard Terms. Consequently the License Agreement consists of the 1) Deal Terms and 2) General Standard Terms. Until the License Agreement is signed by both parties the Deal Terms will be legally binding and can be enforced between the parties. In the event of any conflict between the Deal Terms and General Standard Terms, the Deal Terms shall prevail.

26. CONFIDENTIALITY

The Parties agree that the content of this Agreement, as well as any information that may have come to either Party's attention during the process of negotiation preceding the execution of this Agreement and/or its fulfillment, is considered to be confidential and neither contracting Party shall be authorized to disclose to any third party such information without the prior written consent of the other Party. This prohibition remains in effect after the performance of the Agreement is completed or terminated, with the exception of information: (i) that came to the other Party's attention independently of the other contracting Party; (ii) that the Licensee provides to third parties in relation to the preparation, production, distribution and/or promotion of its program content to which this Agreement relates and/or in relation to its own promotion (with the exception of information marked by the Licensor as its trade secret); (iii) that a contracting Party provides or makes public based on a legal regulation or enforceable decision of a court and/or authorized administrative body; and (iv) that a contracting Party provides to its specialist advisors and/or other associates equally bound by the legal or contractual duty of confidentiality. Since this Agreement is subject to an obligation to make the contents of this Agreement public based on the Act on Registration of Agreements (Act No. 340/2015 of the Czech Collection of Laws - hereinafter as the “Act on Registration of Agreements”), information in this Agreement highlighted in yellow shall be redacted (blackened out) pursuant to the Act on Registration of Agreements upon mutual agreement. Information not highlighted in yellow shall not be subject to the duty of confidentiality pursuant to this provision. Only the Licensee shall be entitled to make this Agreement public pursuant to the Act on Registration of Agreements within the time period of 80 days commencing upon its execution. Provided that the Licensee does not make the Agreement public within this time period, either Party shall be authorized to make the Agreement public pursuant to the Act on Registration of Agreements.

Licensee, signature

6


27. FINAL PROVISIONS

Subject matter as well as price, or value, on the front page of this Agreement has no normative meaning; it has been conducted solely for the purpose of potential publishing of this Agreement in the Czech Registry of Agreements.

This Agreement comes into force upon its signature by both contracting Parties. It has been executed in three counterparts, each valid as an original, of which the Licensee shall receive two counterparts and the Licensor shall receive one counterpart. The Licensor undertakes to send (i.e. to submit to the courier/mail service) signed Licensee's counterparts at the latest on the second business day after its signature.

Date:Place:

^ 0 2 - 02 - 2017Date:Place: Praha

lead of Program Acquisitions

Licensee, signature

7


ANNEX ATitles Granted and Allocations

CODE TITLE License start date Expiration date Allocation



ANNEX BTitles Granted and Allocations

CODE TITLE License start date Expiration date Allocation


ANNEX CConsiderations and payment terms

The global amount of 36.000 euros (Thirty six thousand euros) as per Annex A - B shall be paid by bank transfer as follows:

All payments remitted to Licensor are to be paid net of any and all taxes (with the exception of withholding taxes) and net of all bank charges on the Licensee's territory, remittance fees and/or reimbursing fees. If any, these are to be at the expense of Licensee. Any delay in payment will be regarded as a material breach of the contract.

Timely payment is conditioned upon receipt of the valid confirmation o f Italian residency o f the Licensor issued by the appropriate Tax Authority o f Italy unless such valid confirmation has already been provided to the Licensee during the applicable year.

The Licensor agrees that if applicable the Licensee may deduct the withholding tax under local laws and regulations in accordance to which the Licensee shall provide the Licensor with the relevant tax certificate as soon as is received.

It is hereby agreed that should the Licensor choose to deliver invoices by means o f electronic mail, the Licensor shall be obliged to send PDF format invoices using his e-mail address to the e-mail address o f the Licensee: [email protected]. The invoice shall be considered as delivered at the moment of its delivery to the e-mail address of the Licensee.

All payments are to be made by means of a wire transfer free of any bank charges in favour of:

INTRAMOVIES SRLMONTE DEI PASCHI DI SIENAVIA PO, 94-00198 ROMEACCOUNT: 13617/00IBAN: IT 02R 01030 03201 000001361700SWIFT: PASCITM1RM1

lead of Program Acquisitions

Licensee, signature

10

mailto:[email protected]


DELIVERY SCHEDULE ANNEX D

Licensee will be granted access to the following materials available and shall be paid for by Licensee at lab-cost, a part from materials for that will be sent on loan free of charge for a period of 30 days, as follows.

CODE TITLE Material M&EDialogue

List FOTO

Technicalfee

Delivery

prores file ready in 3/6 months - to be confirmed NO X NO

by June 30, 2017

Digibeta 16/9 on BETA X XOn loan by January

31,2017

prores file ready in 3/6 months - to be confirmed NO NO NO

by January 31 2017

prores file ready in 3/6 months - to be confirmed

OnBETA X NO

by January 31 2017

HD 16:9On

BETA X X

by January 31 2017

prores file ready in 3/6 months - to be confirmed

OnBETA

4/3 X NO

by June 30, 2017

prores file ready in 3/6 months - to be confirmed On SP X X

by June 30, 2017

Beta 4/3 NO X NOOn loan By June 30th

2017

Beta 4/3 On beta X NOOn loan By June 30th

2017

Global amount for technical fees, as per annex above: 730 euros

Dialogue list and Publicity Material (as available) shall be delivered free of charge.Moreover, Licensor will supply the Licensee with music cue sheet for each Film free of charge. Music Cue sheets shall include information about each musical composition - its title, name of the author o f the music and lyrics, identification of the publisher and exact footage o f each musical composition.

All notices concerning Orders o f Materials, Technical Information, Claims, and Delivery shall be sent to Company’ Materials Dept, as follows:

programme licence agreement · subtitling and/or dubbing in at licensee’s sole cost and care....

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