Upozornění: Text přílohy byl získán strojově a nemusí přesně odpovídat originálu. Zejména u strojově nečitelných smluv, kde jsme použili OCR. originál smlouvy stáhnete odsud
David Břinčil, dig.signed
CD Česká televize
PRAGOSPORT
Pragosport, a.s., Na Ořechovce 579/6, 162 00 - Praha 6, Česká republika, IČO 18628010
Telefon: +420 -233 109 711, Fax: +420 -233 109 712, e-mail: office@pragosport.cz
SMLOUVA 0 POSKYTNUTI TV PRAV
POSKYTOVATEL: Pragosport, a.s.
Na Ořechovce 579/6, 162 00 Praha 6
IČ: 18628010
DIČ: CZ 18628010
Česká republika
zapsaná v obchodním rejstříku u Městského soudu v Praze, oddíl B.,
vložka 755
zastoupená: Jaroslavem Vackem, členem představenstva
Bankovní spojení: KB 27-1554150267/0100 (Euro účet)
Fakturační e-mail: a)pragosport.cz
NABYVATEL: Česká televize
zřízená na základě zákona č. 483/1991 Sb., o České televizi
nezapisuje se do obchodního rejstříku
se sídlem Kavčí Hory
140 07 Praha 4
Česká republika
IČ: 00027383
DIČ: CZ00027383
zastoupená: Janem Součkem, generálním ředitelem
bankovní spojení: Česká spořitelna, a.s., č.ú. 1698682/0800 (Euro
účet)
TITUL (AKCE):
v rozsahu uvedeném v Příloze č. 1
Termíny a místo jsou zcela v rozhodovací pravomoci pořadatele.
POSKYTOVANÁ PRÁVA: poskytovatel poskytuje nabyvateli touto smlouvou televizní práva
k výše popsanému titulu, t o je přístup k TV signálu v místě konání akce
pro živé vysílání nebo vysílání ze záznamu na programech České
televize šířených terestricky, kabelově a satelitně, IPTV, HbbTV a dále
na webových stránkách ČT a v internetových aplikacích, které jsou tzv.
geo-blokované.
Detailní rozsah práv je uveden v Příloze č. 1.
Práva na odvysílání titulů jsou poskytována pro přenosy jednotlivých
ročníků pro dané území a jazyk.
Všechna ostatní práva, která nejsou výslovně popsána výše v prvním
odstavci článku nazvaného „POSKYTOVANÁ PRÁVA" resp. v následující
příloze, zůstávají ve vlastnictví Poskytovatele.
Společnost Pragosport, a.s. byla zapsána do obchodního rejstříku dne 31. května 1991 a je uvedena v oddílu B, číslo vložky 755
obchodního rejstříku vedeného Městským soudem v Praze.
ÚZEMÍ: Česká republika
JAZYK: čeština
ČAS, NA KTERÝ JSOU práva jsou poskytována jednotlivě a postupně, a t o vždy v den konání
PRÁVA POSKYTOVÁNA: prvního zápasu daného ročníku. Délka období, na něž jsou práva
poskytována, je specifikována v Příloze č. 1.
CENA ZA POSKYTNUTÍ PRÁV: je bez DPH za jednotlivou sezónu,
celková cena je tedy bez DPH.
PLATBA: v EUR na základě faktury/daňového dokladu vystaveného
Poskytovatelem s následujícími splatnostmi a DUZP:
Částka Splatnost DUZP
Veškeré částky budou uhrazeny v EUR.
Veškeré platby dle této Smlouvy budou činěny výlučně bezhotovostním převodem na bankovní účet
uvedený v záhlaví této Smlouvy. Jakákoli platba dle této Smlouvy se považuje za uhrazenou připsáním
celé příslušné částky na bankovní účet. Sjednává se, že využije-li poskytovatel možnosti zaslat fakturu
elektronickou poštou, je povinen ji zaslat v PDF formátu ze své e-mailové adresy na e-mailovou adresu
nabyvatele @ceskatelevize.cz. Za den doručení faktury nabyvateli se považuje den doručení na
e-mailovou adresu nabyvatele, což je zároveň považováno za souhlas s využitím této formy
komunikace. Stejný způsob elektronického doručení se použije i v případě, nebude-li faktura obsahovat
stanovené náležitosti nebo v ní nebudou správně uvedeny údaje, a také v případě zasílání opravných
faktur.
V případě, že je poskytovatel plátcem DPH, musí faktura, kterou vystaví, splňovat náležitosti daňového
dokladu (dále jen „faktura") podle zákona č. 235/2004 Sb., o dani z přidané hodnoty, ve znění
pozdějších předpisů (dále jen „zákon o DPH"). V případech, kdy může nabyvateli vzniknout ručení za
nezaplacenou DPH ve smyslu zákona o DPH, je nabyvatel bez dalšího oprávněn odvést za poskytovatele
DPH z fakturované ceny plnění přímo příslušnému správci daně ve smyslu zákona o DPH (tj. na účet
správce daně). Tímto postupem zanikne nabyvateli jeho smluvní závazek zaplatit poskytovateli částku
odpovídající DPH. O takové úhradě bude nabyvatel informovat poskytovatele bez zbytečného odkladu,
nejpozději do dvou pracovních dnů od jejího provedení.
Smluvní strany se dohodly, že informace, které jsou v t é t o smlouvě označeny žlutou barvou, se považují
za důvěrné (např. z důvodu obchodního tajemství) a žádná ze smluvních stran není bez předchozího
písemného souhlasu druhé smluvní strany oprávněna tyto informace sdělovat třetím osobám, a to ani
2
po ukončení plnění této smlouvy či ukončení této smlouvy, s výjimkou informací: (i) které nabyvatel
sám v obvyklém rozsahu sděluje třetím osobám v souvislosti s přípravou, výrobou, distribucí a/nebo
propagací svého programového obsahu, k němuž se vztahuje tato smlouva, a/nebo v souvislosti se svou
propagací; (ii) které smluvní strana poskytne nebo uveřejní na základě právního předpisu; a (iii) které
smluvní strana poskytne svým odborným poradcům a/nebo jiným spolupracovníkům vázaným
zákonnou a/nebo smluvní povinností mlčenlivosti. Tato smlouva bude nabyvatelem uveřejněna
postupem podle zákona s tím, že informace označené žlutou barvou budou znečitelněny.
TECHNICKÉ NÁKLADY: satelitní náklady jsou zahrnuty v ceně poskytovaných práv. Jakékoliv další
náklady (např. na komentátorské pozice, unilaterál) si bude nabyvatel vyřizovat a hradit nad rámec této
smlouvy.
Nedílnou součástí této smlouvy je Příloha č . l -
Tato smlouva j e vyhotovena ve 2 písemných vyhotoveních, z nichž jedno obdrží ČT, jedno Poskytovatel.
Případné ujednání stran o změně této smlouvy vyžaduje písemnou formu.
Platnost a účinnost této smlouvy nastává dnem podpisu v pořadí druhou smluvní stranou.
..o .
V Praze dne V Praze dne
Poskytovatel Česká televize
Nabyvatel
3
Příloha č . l - COMMERCIAL TERMS
1. License Licensor hereby grants to the Licensee on the terms and conditions
contained in these Commercial Terms and in the Standard Terms and
2. Exclusivity/Holdbacks Conditions attached hereto and incorporated herein by this reference,
which together make up this Television Program License Agreement
(“Agreement”), a license under copyright to broadcast the Licensed
Program(s) in the Language by way of the Licensed Rights in the Territory
during the License Period.
(a) Subject to clause (b)-(c), the license granted to Licensee herein shall be
exclusive during the License Period.
(b)
3. Licensed Program(s) •
4. Licensed Rights •
5. Licensed Period •
(a) Linear Pay Television and Linear Free Television via all distribution
methods
(b) VOD, Simultaneous Internet and Mobile Re-Transmission Licensee is
permitted to broadcast the Licensed Program(s) via the Internet for
exploitation on the Licensed Broadcaster’s owned and operated
systems, provided that:
i. subject to clause 4(c)-(e) of the Standard Terms, any such
broadcast is geo-blocked and only available within and confined to
the Territory; and
ii. the Licensed Programs shall only be available as part of a stream
and shall not be downloadable; and
iii. Licensee has implemented European industry standard security
systems and procedures to prevent theft, pirating, unauthorized
exhibitions, copying or duplication ofthe Licensed Programs.
(a) The License Period for the Licensed Programs shall commence at the
start of each
6. Number of Runs (b) If, prior to the end of the License Period, a Licensed Program has been
7. Commercial Inventory broadcast the maximum Number of Runs licensed for such Licensed
Program as set forth below, the License Period for such Licensed
Program shall be deemed terminated as of the last authorised
broadcast thereof.
A maximum of 7 (seven) runs per Licensed Program.
During each Licensed Program exhibited by Licensee, Licensee shall
make available to Licensor, at no cost to Licensor, the following
promotional inventory for use by Licensor:
•
8. Materials/Delivery Such promotional units shall be provided to Licensee by Licensor in
advance at no cost to Licensee. Licensee shall stipulate the dates by
9. Withdrawal of which promotional units are required.
Programmes
(a) The Licensed Programs shall be delivered as part of HD multilateral
program feed (in accordance with specifications provided by Licensor).
(b) The Licensee acknowledges and accepts that the Licensed Programs
shall include the following:
i. English graphics feed with commercial breaks;
ii. commercial logos (from time to time);
iii. English commentary and international sound on separate
tracks.
(c) The Fees payable by Licensee herein shall include the cost of providing
and delivering the materials specified in sub-clause (a) above to
Licensee with the exception of any downlinking costs which shall be
Licensee’s responsibility. In the event that Licensee requests the
Licensed Programs in a different materiál formát then, subject to
availability, any such formát shall be subject to an additional cost to
Licensee.
(a) Licensor reserves the right, in its sole and absolute discretion, without
liability to Licensee, to withdraw any and all Licensed Programs from
license hereunder at any time only
• If Licensor determines that the broadcast thereof would or might (i)
infringe upon the rights of others (except pursuant to a conflicting
license entered into after the dáte hereof), (ii) violate any law, court
order, governmental regulation or other ruling or order of any
governmental body, or (iii) subject Licensor to any liability or to
litigation or threatened litigation (other than as resulting from a
conflicting license entered into after the dáte hereof)
5
10. Additional Provisions • In the event Licensor has not been able to retain all the rights from
the respective rights holders.
(b) If any Licensed Program is withdrawn, Licensor shall undertake good
faith consultation with Licensee to determine whether Licensor shall
deliver a substitute program of comparable quality and value mutually
agreed upon, give a proportionate credit against the License Fee as
hereinafter provided, extend the License Period of any such Licensed
Program for a period co-extensive with the period during which such
Licensed Program is withdrawn or allow for the Agreement to be
terminated. Licensee hereby waives any claim for damages,
consequential losses, or loss of profits which may be asserted by
Licensee as arising out of the withdrawal of any Licensed Program.
(a) Licensee agrees to pay to Licensor the Fees whether or not the
Licensed Program(s) is broadcast by Licensee.
(b) Broadcast Schedule: Upon Licensořs request, Licensee shall provide
Licensor with a broadcast schedule setting out each transmission, or
intended transmission, of the Licensed Program(s) on the Licensed
Broadcaster(s).
(c) Sponsorship: Licensee shall not seli any sponsorship rights (including,
by way of example only, an event or presenting sponsorship) in
connection with the Licensed Program(s) without the prior written
approval of Licensor which shall not be unreasonably withheld.
(d) Channel Idents: Licensee shall be entitled to plače a channel
identification or“bug” during its broadcasts of the Licensed Program(s),
as well as to insert advertising and other licensed promotional materiál
in natural breaks during the broadcast of the Licensed Program(s);
provided, however, that no third party shall háve the right to use the
names, logos or other identifying indicia or any of the underlying rights
holders, leagues, clubs, teams, participants, or promoters connected
with the Licensed Program(s) without the prior written approval of
Licensor which shall not be unreasonably withheld.
(e) Speciál Conditions: Licensee agrees to comply with the
Speciál Conditions attached hereto in the Schedule to this Agreement
and incorporated herein.
(f) Clips: Licensor shall be entitled to grand to any party, which is part of its
corporate structure, the non-exclusive licence of the right to transmit, in
the Territory (or any part thereof) and by means of any media
whatsoever, Highlights provided always such exploitation shall not
commence earlier than 10 seconds after relevant action and shall be
limited to three (3) minutes of footage per Game and the footage will
include the logo of the Licensee during the whole footage.
STANDARD TERMS AND CONDITIONS
1. DEFINITIONS
Certain words and phrases as ušed herein and in the Commercial Terms, to which these Standard Terms
and Conditions are attached, shall háve the following meanings:
6
a. “Affiliate” means any entity which is directly or indirectly controlled by, or which Controls or which is under
common control with the first entity. For the purposes of this definition, "control" (including the terms
"controlled by" and "under common control") means the possession, direct or indirect, of the power to direct
or cause the direction ofthe management and policies of an entity, whetherthrough the ownership of voting
securities, by contract or otherwise.
b. “Free Television” means that mode of programming distribution by which a linear programming Service or
channel is delivered to viewers by means of Television Distribution, without any charge being made to the
viewer other than fees, assessments or taxes levied by government agencies on those who own television
sets and any Service fees charged for the reception of advertiser supported Services. For the avoidance of
doubt, the simultaneous transmission o f t h e Free Television terrestrial television signál by means of cable
television and by satellite transmission shall be permitted only to the extent that such distribution constitutes
a simultaneous technical extension ofthe broadcast signál delivered by means of hertzian waves.
c. “Laws” means applicable laws, rules and regulations, including without limitation, local and national laws,
rules and regulations, treaties, voluntary industry standards (if any), and other legal obligations pertaining to
this Agreement or to any of licensee's activities under the Agreement, including without limitation, those
applicable to any tax, consumer and/or product safety, data privacy and the privacy and protection of
personally identifiable information, the protection of minors, employees, and the environment, the United
States Foreign Corrupt Practices Act of 1977 and any amendments thereto (and any local or foreign
equivalent), the UK Bribery Act 2010, and the manufacture, pricing, sále, or distribution ofthe Channel;
d. “ppv” means that mode of programming distribution by which individual programs are delivered by a linear
programming Service by means of Television Distribution where a charge on a per-exhibition basis is made to
a subscriber in relation to the subscriber’s election to view an individual program, at a time scheduled by the
Service provider, by continuous exhibition (without functionality to stop and start, pause, rewind or fast-
forward the program). PPV excludes VOD and SVOD (as defined below).
e. “Pay Television” means that mode of programming distribution by which a linear programming Service or
channel is delivered by means of Television Distribution and can only be viewed by a viewer making
payments or other consideration to a provider of programming where such payments or other consideration
are in addition to (a) any payments necessary for the purchase or lease of hardware or receiving equipment
on which to view and/or unencrypt the relevant programming and/or (b) payments of any government levied
licence fee or tax connected with receiving programming. The term Pay Television specifically excludes a
channel that either: operates on a PPV, SVOD or VOD basis (all as defined below); is supported primarily by
the sále of advertising time or by governmentally imposed license fees; or is provided to viewers in a non-
encrypted form (other than on a limited basis for approved promotional purposes).
f. “SVOD” means that mode of programming distribution by which a package of programs (defined by quantity
or time period or type/category of product) is delivered by a programming Service on an on- demand basis by
means of Television Distribution that permits the subscriber of such Service, upon payment of a subscription
(and not a per program or per exhibition) fee, to view such programs at a time chosen by the subscriber
entirely at his/her discretion without reference to a schedule of viewing times pre-established by the Service
provider and to stop and start, pause, fast-forward and rewind (or any of these functionalities) the exhibition
of such programs using Computer information storage, retrieval and management techniques during the
subscription period determined by the Service provider.
g. “Television Distribution” means television distribution transmission of synchronized video and audio
electrical, electro-magnetic or rádio Communications signals by means of over the air systems, coaxial or
fibre-optic cable television systems, digital terrestrial television (“DTT”), Internet Protocol television enabled
Services, digital subscriber line (“DSL”), direct-to-home (“DTH”) satellite systems, master antenna systems,
satellite master antenna television (“SMATV”) systems and microwave multi-point distribution Services
(“MMDS”) systems and whether employing analogue and/or digital technologies, and whether encrypted
and/or encoded, but excluding delivery via: (a) the Internet , (b) any means of transmission to a mobile
handset or device (including without limitation DVB-H, DMB and conventional mobile telephone networks),
(c) any existing technology not presently in commercial use for television distribution and (d) any future
technology which may be developed.
h. “VOD” means that mode of programming distribution by which an individual program is delivered by a
programming Service on an on-demand basis by means of Television Distribution that permits the customer,
to view such program at a time chosen by the customer entirely at his/her discretion without reference to a
schedule of viewing times pre-established by the Service provider and to stop and start, pause, fast-forward
and rewind (or any of these functionalities) the exhibition of such program using Computer information
storage, retrieval and management techniques during a period of no more than forty-eight (48) hours after
the customer’s first viewing ofthe program.
7
2. RESERVED RIGHTS
a. With respect to each Licensed Program, Licensor expressly reserves any and all rights not herein expressly
granted to Licensee for transmission, broadcast or other exploitation of such Licensed Program by any
means now known or hereafter devised, in perpetuity and throughout the universe in all media (collectively,
the Reserved Rights ”), including without limitation:
i. rights in all languages except as specifically licensed in this Agreement;
ii. rights in any distribution method or means of transmission except as specifically licensed in this
Agreement; and
iii. the right to broadcast and otherwise exploit and authorize others to broadcast and otherwise exploit
elips not exceeding 90 seconds (including news access footage) from each Licensed Program; and
iv. the right to produce documentaries based upon the production of each Licensed Program;
v. so called subsidiary, theatrical and non-theatrical rights e.g. airline rights, stage rights, remake,
prequel and sequel rights;
vi. the right to transmit, project, or exhibit the visual portion of any Licensed Program separately from any
audible portion ofthe Licensed Program or vice versa;
vii. with respect to Licensed Programs, the right to broadcast and otherwise exploit and authorize
others to broadcast and otherwise exploit the Licensed Programs in United States Military Bases in
the Territory. "Military Bases’’ includes, without limitation, United States Air Force Bases, Army Bases,
Naval Bases and Marině Bases.
b. Any Reserved Rights may be freely exercised and exploited by Licensor/ESPN concurrently with the license
herein granted and without limitation or restriction whatsoever. Nothing shall preclude Licensor/ESPN from
advertising, exploiting and promoting each Licensed Program in any manner, in any and all media now
known or hereafter devised, without any obligations whatsoever to the Licensee.
c. If, by operation of law, Licensee is deemed to háve acquired rights (other than those specifically granted
hereunder) in any Licensed Program, said rights shall be hereby irrevocably granted and assigned to
Licensor without exception or reservation. Licensee shall promptly execute and deliver any document
requested by Licensor to confirm or facilitate such grant and hereby to secure such obligation irrevocably
grants Licensor a power of attorney under section 3 of the Powers of Attorney Act 1971 to sign such
documents on the Licensee’s behalf.
3. DISTRIBUTION AND EXHIBITION OF THE LICENSED PROGRAM(S)
a. Licensee shall be solely responsible for all expenses and arrangements necessary to distribute the Licensed
Program(s) throughout the Territory in the manner specified in the Commercial Terms. All costs and
expenses of the foregoing arrangements including, without limitation, all tápe stock, dubbing, shipment,
technical, equipment, materiál and personnel costs associated with the delivery, reception, recording,
downlinking and distribution of the Licensed Program(s), and all taxes and duties related thereto shall be
borne by Licensee unless otherwise specified in this Agreement.
b. Unless Licensee is required by local law to retain copies ofthe Licensed Program(s), within 15 (fifteen) days
after the earlier of the last permitted exhibition of a Licensed Program or the lapse of the License Period for
such Licensed Program, Licensee shall degauss or erase all recordings on which the Licensed Program is
embodied and at the request of Licensor, Licensee shall supply Licensor with a certificate on a form
acceptable to Licensor attesting to such degaussing or erasure.
c. Licensee shall be solely responsible for compliance with all regulátory and governmental rules and
regulations applicable to its authorised use and distribution ofthe Licensed Program(s) as specified herein.
d. Licensee shall háve sole responsibility for entering into agreements with and paying all fees due to all
relevant organizations for collective management of copyrights or related rights that háve authority in the
Territory to license or collect remuneration for or in connection with the exhibition ofthe Licensed Program(s)
in the Territory, including for the use of works (including musical works), artistic performances and other
subject-matter of copyrights or related rights, as set out in laws applicable to such exhibition.
e. Except as specifically permitted by this Agreement or by applicable laws, Licensee shall not itself, and shall
not authorise others to copy, tápe or otherwise reproduce any part of the Licensed Program(s) without
Licensohs prior written authorization which shall not be unreasonably withheld.
f.
8
4. ENCRYPTION
a. If Licensee has been granted the right to exhibit the Licensed Program(s) by means of Pay Television,
Licensee shall ensure at all times during the Term that transmission of the Licensed Program(s) is by means
of an encrypted signál so as to prevent unauthorized reception thereof.
b. Licensee represents and warrants that the aforementioned encryption of the Licensed Program(s) shall at all
times conform to first class European industry standards.
c. EEA - Following Regulation (EU) 2017/1128 of the European Parliament and of the Council of 14 June 2017
on cross-border portability of online content Services in the interna! market (the “Portability Regulation”) that
shall apply from 1st of April 2018, Licensee acknowledges that where Licensor grants the Licensed Rights to
its licensees outside of the Territory but within the EEA, such licensees may permit their subscribers to use
the online content Services in the Member State in which they are temporarily present in the same manner as
in their Member State of residence.
d. Notwithstanding the above Clause 4. a. and b., pursuant the Portability Regulation, when applicable,
Licensee shall not be restricted from permitting users who are temporarily present in a Member State of EEA
to access and use the online content Service in the same manner as in their Member State of residence and
to exercise, outside of the Territory but within the EEA, only those rights which are granted to such users
pursuant to the Portability Regulation. Without limiting the foregoing, Licensee shall only permit users to
exercise out of the Territory that is within the EEA those rights which may be exercised within the Territory by
means of online content Services which permit lawful access to the Licensed Rights within the Territory
outside of a subscriber’s residential dwelling.
e. Pursuant to Article 5 of the Portability Regulation, when applicable, Licensee shall implement a verification
process of the subscriber’s country of residence to ensure that subscribers are primarily resident in the
Territory.
f. To the extent that any provision of this Agreement, other than this Clause, (such as those relating to geo-
blocking) otherwise purports to restrict or prevent Licensee from complying with its obligations under the
Portability Regulation, such provisions shall be deemed amended solely insofar as necessary to permit
Licensee to comply with such obligations. Without limiting the foregoing, Licensee shall apply geo-blocking to
ensure that no Programming are accessible outside of the EEA or by any person not entitled from time to time
to receive the benefit of them pursuant to the Portability Regulation.
g. Without prejudice to any other rights or remedies in this Agreement, in law or in equity, Licensor shall be
permitted to suspend or terminate this Agreement if the encryption of the signál is ineffective to the extent
that, in Licensor’s reasonable opinion, the distribution of the Licensed Program(s) is adversely affected.
5. SCOPE OF SIGNAL/OVERSPILL
a. Licensee acknowledges that broadcasts of the Licensed Program(s) by DTH satellite broadcasts originating
outside the Territory, but which are not intended primarily for reception within the Territory, may be received
within the Territory and agrees that such reception shall not constitute a breach of this Agreement by Licenos.
b. Licensee further confirms that it understands and accepts that the rights granted to it pursuant to this
Agreement are limited to the Territory and that Licensor has exclusive license arrangements with other
platform operators outside of the Territory.
c. For DTH Deals in the EEA Only - Licensor acknowledges that DTH satellite broadcasts may result in the
Licensed Service being capable o f reception outside the Territory (“Overspill”). To that extent, Licensee shall
not be in breach ofthis Agreement if and to the extent that its broadcast ofthe Licensed Programs is made
available by Overspill to any Subscriber in any country within the EEA (other than the Territory) who makes
an unsolicited request to view the same PROVIDED THAT Licensee shall not actively seli, market or promote
the Licensed Service via such DTH satellite in any country within the EEA (other than the Territory). Under no
circumstances, however, shall Licensee knowingly authorise the reception of the Licensed Programs, in
whole or in part, via any technology or delivery network, to any location outside the EEA.
6. ADVERTISING/RESTRICTIONS
a.
9
b. Licensee shall not: (i) use the Licensed Program(s) or any portion thereof in association with any lottery,
game of chance, gambling act or business, sexually explicit materials, drugs, or other activities or
commercial ventures considered reasonably objectionable by Licensor, or (ii) during the telecast of any
Licensed Program, airany advertisements associated with, any lottery, game of chance, gambling act
or business, sexually explicit materials, drugs, or other activities or commercial ventures considered
reasonably objectionable by Licensor; and/or (iii) engage in conduct that would disparage, harm or otherwise
cause Licensor or any sporting league, club, promotér, team event or entity connected with the Licensed
Program(s) to be held in disrepute.
c. Licensee shall not use (i) ESPN’s or its Affiliates’ name or logo, and/or (ii) the name or logo of the Licensed
Program and/or any sporting event, and/or (iii) the name or logo of any sporting league, club, promotér, team
event or entity connected with the Licensed Program, (a) in such a way as to constitute an endorsement of
any party, product, Service or sponsor or for any other commercial benefit with respect to any party, product,
Service or sponsor, and, in any event, (b) without the prior written approval of Licensor.
d. In no event shall the names and likenesses of any person appearing in or connected with the Licensed
Program be ušed to separate and apartfrom the advertising ofthe broadcast of such Licensed Program in
which the person appeared or in connection with which the person performed Services, and no such names
or likenesses shall be ušed so as to constitute an endorsement or testimonial, express or implied, direct or
indirect, of any party, product, Service or sponsor (collectively, an “Endorsement”) or for any commercial
benefit for any party, produce, Service or sponsor.
7. LOCAL LANGUAGE VERSIONS
The Licensed Program(s) will consist of an audio video signál of an international standard, including
graphics, international soundtrack and originál language commentary. In respect of live Licensed Programs,
Licensee may broadcast the Licensed Program(s) using a sound audio track with Licensee’s own
commentary (if applicable) in the Languages authorized in the Commercial Terms. Licensee agrees to use
such audio track solely in connection with the promotion and broadcast of the Licensed Program(s) in
accordance with this Agreement.
8. ALTERATIONS
Except as provided in this clause or agreed with Licensor in writing in advance, each Licensed Program shall
be broadcast in its entirety in a single continuous time period interrupted only by advertising, sponsorship,
public Service and station break announcements. Licensee shall make only such minor cuts or deletions as
may be necessary to make each Licensed Program conform to applicable laws, government orders and
regulations and collective bargaining agreements, to meet reasonable and customary broadcast time
segment requirements and to insert reasonable and customary amounts of commercial matter, but in no
event shall such insertions, cuts or deletions (collectively: “Alterations”) detract from pictorial quality of the
Licensed Program, interfere with its continuity, change the outcome or sequence of any sporting event or
damage the tápe thereof. Notwithstanding the foregoing, Licensee shall not make any other change to any
Licensed Program, including the title thereof, without Licensor’s prior written consent. Furthermore,
Licensee may not delete, alter, add to or reposition the copyright notice or any ofthe credits incorporated on
any Licensed Program as delivered to Licensee. Any Alterations shall be made at Licensee’s expense.
9. LICENSOR WARRANTIES
a. Licensor warrants with respect to each Licensed Program delivered that it has the right to license such
Licensed Program on the terms provided in this Agreement and that such licence shall not violate the rights of
any third parties.
b. Other than as expressly set out in this Agreement, Licensor gives no representation, warranty, undertaking or
covenant regarding the rights to or the content of the Licensed Program(s).
c. Licensor agrees at all times to indemnify and keep Licensee indemnified from and against all claims,
damages, demands, liabilities, injuries, judgments, losses, costs and expenses, including reasonable legal
fees, suffered or incurred by Licensee, pursuant to a claim by a third party arising out ofthe acts or omissions
of Licensor, its employees and representatives, or any breach by Licensor, its employees and
representatives of any of Licensor’s representations, agreements, obligations, covenants or any other
warranties contained within this Agreement.
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10. LICENSEE WARRANTIES AND INDEMNITY
a. Licensee warrants that it is duly organised, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated, has been in continuous existence since its incorporation and has the
right, power and authority to enter into and perform its obligations under this Agreement.
b. Licensee warrants that it shall not use, or authorise the use by any third party of the Licensed Program(s),
any materials supplied to Licensee hereunder or the constituent elements of the Licensed Program(s)
(including, without limitation, the images, music and dialogue contained within the Licensed Program(s))
except as expressly authorised by this Agreement.
c. Licensee warrants that itis responsiblefordetermining, and shall determine prior to first usage, that usage by
Licensee of the Licensed Program(s) does not and will not violate any law, rule or regulation in the Territory.
d. Licensee warrants that it shall comply with all of its representations, obligations, covenants and agreements
and perform all of its obligations and responsibilities contained within this Agreement.
e. Licensee warrants that it shall conduct all of its activities relating to this Agreement in accordance with any
and all applicable Laws, and is and shall remain in full compliance with all Laws, rules, decrees and
applicable regulations relating to the subject matter of this Agreement and to its performance of its
obligations hereunder.
f. Licensee agrees at all times to indemnify and keep Licensor and its Affiliates and their 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 Licensor and/or its Affiliates, pursuant to a claim by a third party arising out of the acts
or omissions of Licensee, its employees and representatives, or any breach by Licensee, its employees and
representatives of any of Licensee’s representations, agreements, obligations, covenants or any other
warranties contained within this Agreement.
11. LIMITATION OF LIABILITY
Neither party shall be liable for any loss of goodwill, bargain or business opportunity, loss of profit or any
loss or damage of an indirect or consequential nátuře arising as a result of a breach of the warranties
contained in this Agreement.
12. DEFAULT AND TERMINATION
a. Either party may immediately terminate this Agreement, upon 7 (seven) days written notice to the other party,
at its discretion, if:
i. the other party breaches any materiál term of this Agreement and fails to remedy such breach after
written notice from the other party requiring it to do so; or
ii. the other party voluntarily suspends or discontinues its business, liquidates or sells its assets or a
substantial part thereof, makes an assignment for the benefit of its creditors, becomes, or admits in
writing that it is unable to pay its debts as they mature or becomes insolvent.
b. Licensor may terminate this Agreement at its discretion immediately on written notice to Licensee if:
i. Licensee attempts to make or makes any assignment, transfer or novation of the Agreement without
Licensor’s prior written consent; or
ii. Licensee voluntarily or by operation of law loses its control of the means to broadcast the Licensed
Program(s) throughout the Territory on the Licensed Broadcaster(s); or
iii. Licensee loses its broadcast license pursuant to an action of any duly constituted governmental,
judicial or legislativě authority; or
iv. Licensee in any mannerjeopardizes or interferes with Licensor’s or Licensor’s Affiliates’ title or right to
possession of any Licensed Program or tápe including, without limitation, permitting or causing
attachments, executions, liens, encumbrances thereon or other similar burden.
c. In the event of any breach by Licensee under sub-clauses 12(a) and 12(b), then in addition to its other rights
and remedies under law or equity, Licensor may, at its option, declare this Agreement breached by Licensee,
declare all License Fees and any other monies then due orto become due hereunder, immediately due and
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payable, and/or suspend the license granted in this Agreement, and/or suspend the delivery of materials
and/orany program feed, and/or suspend the rightto broadcastthe Licensed Program(s) until such default is
cured (if capable of cure) and/or terminate this Agreement by notice to Licensee.
d. In the event that this Agreement is terminated, all rights herein licensed to Licensee shall lapse and
immediately revert to Licensor, and Licensee shall promptly destroy all materials relating to the Licensed
Program(s) in its possession and, if requested by Licensor, furnish a declaration certifying that such
destruction or erasure has occurred.
e. In no event shall any delay, failure or omission by a party in enforcing, exercising or pursuing any right, power,
privilege, claim or remedy conferred by this Agreement or arising under this Agreement or by reason of any
breach by the other party of any obligation under this Agreement be deemed to be or be construed as a
waiver thereof or any right, power, privilege, claim or remedy or operáte so as to bar the enforcement or
exercise thereof at any time thereafter.
f. In the event of any litigation involving the parties to this Agreement to enforce any provisions of this
Agreement or any remedy available upon default of this Agreement, o r t o seek a declaration of the rights of
either party under this Agreement, the prevailing party may recover its reasonable legal fees (including the
costs of reasonable investigation, preparation and professional or expert consultation incurred by reason of
such litigation) in addition to any other remedy it may háve. Furthermore, if Licensor uses collection agencies
or independent legal counsel to collect any overdue Fees, Licensee shall pay all costs incurred by Licensor in
such collection efforts, including, for example, agency fees, court costs, legal fees and costs of enforcing
judgment.
13. WITHDRAWAL OF LICENSED PROGRAMS
a. Licensor reserves the right, in its sole and absolute discretion, without liability to Licensee, to withdraw any
and all Licensed Programs from license hereunder (in which event Licensee shall immediately thereafter not
broadcast such Licensed Program withdrawn) at any time if Licensor determines that the broadcast thereof
would or might (i) infringe upon the rights of others (except pursuant to a conflicting license entered into after
the dáte hereof), (ii) violate any law, court order, governmental regulation or other ruling or order of any
governmental body, or (iii) subject Licensor to any liability o r t o litigation orthreatened litigation (other than as
resulting from a conflicting license entered into after the dáte hereof).
b. If any Licensed Program is withdrawn, Licensor shall undertake good faith consultation with Licensee to
determine whether Licensor shall deliver a substitute program of comparable quality and value, give a
proportionate credit against the License Fee as hereinafter provided, or extend the License Period of any
such Licensed Program for a period co-extensive with the period during which such Licensed Program is
withdrawn. Licensee hereby waives any claim for damages, consequential losses, or loss of profits which
may be asserted by Licensee as arising out of the withdrawal of any Licensed Program.
c. For the avoidance of doubt it is acknowledged and agreed that Licensor shall háve the right to withdraw from
the Territory any country which is subject to a trade embargo, sanctions, or other applicable trade restrictions
or prohibitions of the United Kingdom, the European Union, the United Nations, United States or any other
competent organisation or body.
14. PIRACY AND INFRINGEMENT
a. Duty to Notify; Action by Licensor. Should Licensee become aware of any suspected unauthorised
distribution or exhibition of any Licensed Program in the Territory it will immediately notify Licensor, and
Licensor shall háve the right, but shall not be obligated, to také such steps as it may deem necessary by
actions at law or otherwise to prevent such unauthorised distribution or exhibition. Licensee shall, at
Licensoris reasonable request, join in any such action or litigation and/or render such help or aid to Licensor
as Licensor may reasonably require. Licensee shall execute, acknowledge, deliver and verify all instruments
or other documents that are required in connection with any action, suit or proceeding hereunder. All
decisions pertaining to such actions or litigation shall be made by Licensor in its sole discretion. Except
where piracy is caused by Licensee’s negligence or breach of warranty, Licensor shall pay all costs and
expenses incurred in connection with any action or litigation hereunder and any settlements, recoveries or
judgments shall be the sole property of Licensor.
b. Action by Licensee. Subject to Licensor’s prior written approval, Licensee shall háve the right in the name of
Licensor to do any act which Licensor deems necessary and proper to stop or prevent the infringement of any
rights concerning the Licensed Program(s) including, but not limited to, copyrights, trademarks, trade names
or any rights granted herein.
c. Security to be Maintained bv Licensee. Licensee shall employ adequate security systems and procedures to
prevent theft, pirating or unauthorised use, exhibition or duplication of any Licensed Program.
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15. FORCE MAJEURE
a. Neither party shall be responsible for any loss, damage or failure of performance resulting directly or
indirectly from any cause which is beyond its reasonable control (“Force Majeure”), including but not limited
to accident, acts of God or public enemy, acts or failure to act of any government or public authority of any
kind, war or warlike operations, civil war or commotion, mobilizations or military call-up and acts of a similar
nátuře, revolution, rebellions, sabotage, insurrection, riots, difficulty or increased cost in obtaining workers,
goods, or transport, strikes and other labour difficulties, fires, floods, quarantine restrictions, epidemics,
freight embargoes, or unworkable weather, or because of non-production or failure to complete production of
any motion picture or television programme as yet unproduced.
b. Subject to paragraph 15(d) below, if any Force Majeure causes the failure or the delay in production and/or
delivery of the Materials, then Licensor shall not be liable for performance of its obligations under this
Agreement in relation to such Materials for so long as the Force Majeure continues; and the Licensee shall
not be liable to make payment to Licensor in relation to the affected Materials for so long as the Force
Majeure continues but only to the extent that the Licensee is actually delayed in receiving the broadcast
materials and is detrimentally affected by such delay.
c. In the event that any Force Majeure occurs Licensor has the right, at its sole discretion, to extend the License
Period of this Agreement for a period equal to the delay caused by the Force Majeure.
d. If any party is unable to perform its obligations hereunder as a result of the Force Majeure for 90 (ninety)
consecutive days, the other party shall háve the right to terminate this Agreement on 7 (seven) days written
notice solely in relation to the Licensed Program(s) affected by the Force Majeure.
16. MISCELLANEOUS
a. Severance: Nothing in this Agreement shall be construed so as to be contrary to law, and wherever there is
any conflict between any provision of this Agreement and any present or future statute, law, ordinance, treaty
or regulation the provision of this Agreement so affected shall be deemed deleted, curtailed or limited to the
extent necessary to bring it within the requirements of the law. All other provisions of this Agreement shall
continue in full force and effect.
b. No Partnership/Aqency/Joint Venture: Nothing contained in this Agreement shall be deemed to constitute a
partnership or joint venture between the parties orto constitute one party the agent or employee of the other
for any purpose whatsoever.
c. Assiqnment: Licensee shall not be permitted to assign, transfer, novate, or otherwise dispose of this
Agreement or any other rights, titles or interests hereunder in whole or in part to any person or entity without
the prior written consent of Licensor.
d. Confidentiality: Neither party shall divulge or announce, or in any manner disclose to any third party, any of
the terms and conditions of this Agreement or any other confidential information which either party may
disclose to the other in connection with this Agreement (other than to its agents, representatives and legal
representatives) without the express written consent of the other party except (i) as may be required by any
applicable law, government order or regulation provided that the party required to make disclosure shall
provide the other with the maximum prior notice practicable in order that such party may seek a protective
order or other appropriate remedy; (ii) as part of normál reporting or review proceduře to the disclosing
party’s parent company, auditors, shareholders and legal representatives; or (iii) to either party’s investors or
to persons who are bona fide considering an investment in either party or their Affiliates provided that such
parties háve entered into confidentiality agreements in favour of the other party or its Affiliates.
e. Interpretation: The clause headings in this Agreement are for convenience only and shall not in any way
affect the interpretation of this Agreement.
f. Third Parties: A person who is not a party to this Agreement has no rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement and this Agreement does not provide and is not
intended to provide third parties (including, but not limited to, customers of any Party, Affiliates, or any
permitted assignee) with any remedy, claim, liability, reimbursement, cause of action, or any other right.
g. Variation: This Agreement may not be modified or waived in whole or in part except in writing.
h. Survival: All representations, warranties and indemnities made herein and the confidentiality provisions set
out herein shall survive the expiry and/or termination of this Agreement and shall remain in full force and
effect.
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i. Set Off: Alt amounts due under this agreement shall be paid by Licensee to Licensor in full without any set-
off, counterclaim, deduction or withholding (otherthan any deduction or withholdíng of tax as required by
law).
SCHEDULE
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