1. ZM2002450
1
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Krisolta Film & TV(UK) Ltd.
107B Oakhill Road
Putney, London SW152QL
Veľká Britána
zastúpená: Matthew Sheehan
a
Rozhlas a televízia Slovenska
Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Václav Mika
Generálny riaditeľ
zapísaná: Obchodný register Okresného
súdu Bratislava I., Oddiel: Po, Vložka č:
1922/B
Programy: hrané filmy 13 x 100´ - 120´
Práva a definície: Nákup licenčných práv programov pre
vysielanie RTVS na televíznych
programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 2 roky,
rozsah licenčných dôb od 1.8.2013
do 30.8.2016
Licencia na územie:
Povolený jazyk:
Slovenská republika
slovenský - dabing
Počet vysielaní: 2 vysielania –každé vysielanie vrátane
reprízy do 72 hod.
Vysielacie práva: Terestriálne – Free TV práva
Analógové aj digitálne šírenie
Licenčný poplatok: 82.900,- USD
Splatnosť licencie: po podpise zmluvy a dodaní materiálov
najneskôr k 30.9.2013
Podmienky dodania materiálu: po podpise zmluvy a zaslaní písomnej
požiadavky na dodávku materiálov

2. ZM2002450
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Technické náklady za materiál: žiadne, materiál bude zaslaný na
zapožičanie na dobu 45 dní
Technické parametre materiálu: Digital Betacam SD or HD CAM
obraz vo formáte 16:9, original dialógové
listiny.
Dátum dodania materiálu:
Prístup k verzií:
Ustanovenie o zákonnej povinnosti
zverejnenia zmluvy:
za Krisolta Film& TV(UK) Ltd.
Matthew Sheehan
po podpise zmluvy,
podľa požiadavky RTVS
povolený za úhradu 50% dokladovaných
nákladov RTVS na výrobu verzie
v časti zmluvy Standard Terms – bod 2
doplnené v bode 27 – Standard Terms
za RTVS
Václav Mika
generálny riaditeľ

3. ZM2002450
3
Krisolta Film & TV (UK) Ltd.
107B Oakhill Road
Putney, London SW152QL
United Kingdom
As of May 16, 2013
Radio and Television of Slovakia
Mlynská dolina, 845
45 BRATISLAVA,
Slovak Republic
Attn: Mr.Václav Mika
Dear Mr Mika
This letter sets forth the terms and conditions of the license agreement (the “Agreement”) between KRISOLTA
FILM & TV (UK) LTD (“Licensor”), and RADIO AND TELEVISION OF SLOVAKIA (“Licensee”) with
respect to the licensing of the thirteen (13) theatrical motion pictures (the “Licensed Programs”), as set forth on
Schedule “A” attached hereto, on the terms and conditions set forth herein:
1. LICENSE: Licensee shall have the exclusive right to telecast and exhibit, and to authorize the telecast and
exhibition of, the Licensed Programs set forth on Schedule “A”, only in the “Authorized Languages” (defined below)
in the “Territory” (defined below) during the “License Period” (defined below) solely on the “Licensed Services”
(defined below) by means of “Free Television” (as defined in “Schedule “B”).
2. LICENSED SERVICES: As used herein, the term “Licensed Service(s)” shall mean and include only the
Free Television programming service(s) owned and operated by Licensee known as “Jednotka” and “Dvojka” each,
a “Licensed Service” and collectively, the “Licensed Services”) as set forth on Schedule “A” hereto.
3. LICENSE PERIOD: The “Term” of this Agreement shall commence as of the “Start Date” of the earliest
“License Period” as set forth on Schedule “A” and shall end on the earlier of: (a) the expiry of the last License
Period set forth on Schedule “A” hereto, or (b) the earlier termination of this Agreement. The “License Period”
during which each Licensed Program may be telecast hereunder shall commence on the “Start Date” set forth on
Schedule “A” for such Licensed Program and end on the earliest of (i) the “End Date” for such Licensed Program,
as set forth on Schedule “A”, or (ii) the date on which all authorized “Runs” (defined below) have been completed
with respect to such Licensed Program, or (iii) the earlier termination of this Agreement.
4. RUNS:
(a) During the License Period for each Licensed Program, Licensee shall be entitled to two (2)
telecasts (each, an “Initial Telecast”) of each such Licensed Program as set forth on Schedule “A” (save for “Central
Station” in which Licensee has one (1) run) provided that, with respect to each Licensed Program, Licensee shall be
entitled to only plus one (1) repeat telecast(s) taken within the seventy-two (72) hour period after each Initial
Telecast (“Runs”) provided that such repeat telecast shall not be within “prime-time” hours (i.e. between the hours
of 8:00 pm and 12:00 am).
(b) Except as otherwise provided in accordance with the terms of this Agreement, the License Fee (as
set forth in Section 8 below) shall be due and payable to Licensor whether or not Licensee elects to utilize any or all
of the authorized transmissions hereunder.
5. TERRITORY: Slovakia.
6. AUTHORIZED LANGUAGE: Original language dubbed and/or subtitled in Slovak and Czech.

4. ZM2002450
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7. EXCLUSIVITY/HOLDBACKS: Licensor shall not itself exhibit, and shall not authorize a third party to
exhibit, the Licensed Programs during the License Period (the “Holdback Period”), in the Territory in the
Authorized Language by means of “Free Television” (as such term is defined in the Standard Terms in Schedule
“B”). Except as set forth herein, nothing contained herein shall prohibit or otherwise restrict Licensor from
otherwise exhibiting and/or promoting, or authorizing the exhibition or promotion of, the Licensed Programs prior
to, during or after such Licensed Program’s License Period. Licensor reserves and/or Licensor may freely exploit,
and authorize third parties to exploit, without limitation, any and all rights not granted exclusively or heldback
herein, whether now known or hereafter devised including without limitation all forms of Pay Television, Basic
Television, all forms of on demand (including, without limitation, video on demand and subscription video on
demand), all forms of pay per view and all forms of home video exploitation including, without limitation,
electronic-sell-through.
8. LICENSE FEE: In full and complete consideration of the rights granted herein, Licensee shall pay Licensor a
“License Fee” in the amount of Eighty-Two thousand and Nine hundred US Dollars (US$82,900.00) allocated among
the Licensed Programs as set forth on Schedule “A”, and due and payable in full on the earlier of (i) the date of
signature of this Agreement and (ii) 30 September 2013 to the bank account as listed below:
KBC Bank N.V.
London Branch
5thFloor
111 Old Broad Street
London EC2N 1BR
United Kingdom
Swift Code:xxxx
IBAN: xxxx
Account Name: Krisolta Film and TV (UK) Ltd.
Licensee acknowledges that there is currently no withholding tax, levy, or other duty which must be paid under the law
of any part of the Territory with respect to amounts due or to become due to the Licensor under this Agreement.
Accordingly, subject to the terms of the next sentence, Licensee agrees that it shall not deduct any such tax from the
amounts payable to the Licensor hereunder. If, after the date hereof, there is a change in any applicable law or tax
treaty such that Licensee becomes required to withhold or deduct any amounts from payments otherwise required to
be paid to the Licensor under this Agreement, Licensee shall: (a) provide written notice to the Licensor of its
intention to pay any such tax, the nature of such tax, and the amount thereof at least thirty (30) days prior to any
such payment; and (b) provide the Licensor with a valid receipt from the applicable governmental authority
evidencing the payment so made by Licensee promptly following payment thereof. All amounts so paid by
Licensee shall be treated as payments made solely by and on behalf of the Licensor. Licensee shall not be entitled to
claim any refund from the Licensor of any amount already paid to the Licensor hereunder as a result of Licensee’s
payment of any such taxes. Notwithstanding the foregoing, if a double taxation treaty exists between the country
from which payment is made and the country to which such payment is made, the withholding tax deducted and paid
by Licensee (to the extent permitted under this section) shall be deducted and paid in accordance with such double
taxation treaty.
9. PROMOTION/ADVERTISING WINDOW: Licensee shall have the right to advertise and promote the
exhibition of each of the Licensed Programs on the Licensed Service in the Territory during and for thirty (30) days
prior to the License Period via and via the Internet (subject to any promotion or advertising on the Internet being
“geo-filtered” through industry standard means that restricts such advertising and promotion to only be received via
the Internet in the Territory).
10. DELIVERY: Licensor shall deliver to Licensee (or shall make available to Licenseeone (1) PAL Digibeta
SD 16:9 version (and, if available and at the sole cost and expense of Licensee, one HDCAM 16:9 version) of each
of the Licensed Programs in the original language (collectively, the “Materials”), with such Digibeta SD Materials
on loan to Licensee and to be returned by Licensee to Licensor (at Licensee’s cost and in the same condition as
received by Licensee) within forty-five (45) days of receipt. Subject to Licensor’s receipt of the License Fee
pursuant to the terms of this Agreement, delivery shall be provided (or the Materials shall be made available to
Licensee) upon Licensee's written request therefor made at least sixty (60) days in advance of the scheduled telecast

5. ZM2002450
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of a Licensed Program (or as soon as practicable for any Licensed Programs with a License Period scheduled to
begin prior to sixty (60) days from the execution of this Agreement). Licensor shall also deliver to Licensee or shall
make available to Licensee, at Licensor’s cost, if available and if requested by Licensee, trailers and/or other
original language-only promotional material associated with the Licensed Program. Delivery to Licensee or to its
agent at the address set forth in the License Agreement shall be deemed delivery hereunder. All costs of the
physical delivery (including creation, if applicable) and shipping (including, with respect to the Digibeta SD
Materials, return shipping) shall be borne by Licensee. Delivery shall be made to Licensee at the following address:
Acquistions Department, Mlynská dolina, 845 45 BRATISLAVA, Slovak Republica and delivery at such address
shall be deemed delivery to Licensee.
11. NO CROSSING: For the avoidance of doubt, Licensee and the Licensor each acknowledge and agree
that (a) the Licensor and Licensee shall treat all rights in and to any Licensed Program licensed by the Licensor to
Licensee hereunder as separate and distinct rights from any other rights to motion films, television programs or other
content that has been or hereafter may be licensed by the Licensor to Licensee under any other agreement now
existing or hereafter arising (collectively, the “Outside Content”); and (b) there shall be no crossing or cross-
collateralization between the rights in and to any Licensed Program licensed hereunder and any rights that have been
or hereafter may be licensed by the Licensor to Licensee with respect to Outside Content. Without limiting the
generality of the foregoing, Licensee agrees that it shall account for and make payments with respect to gross
receipts, distribution expenses and any other amounts with respect to any Licensed Program without consideration
for any gross receipts, distribution expenses or other amounts that may be owing or payable with respect to any
Outside Content, and in no event shall Licensee offset, cross-collateralize or apply any gross receipts, distribution
expenses and/or other amounts with respect to any Outside Content against any amounts payable to the Licensor
with respect to such Licensed Program under the terms of this Agreement.
12. REFUNDS OR CLAIMS: The Licensor and Licensee each hereby acknowledge and agree that
Licensee’s entitlement to receive any refunds or rebates with respect to any Licensed Program or to claim any other
amounts with respect to any Licensed Program hereunder shall be expressly subject to the Licensor’s receipt of any
such refunds, rebates or other amounts from the Licensor’s predecessor-in-interest with respect to such Licensed
Program. The Licensor and Licensee further acknowledge and agree that the Licensor’s failure in obtaining any
refund, rebate or claim shall not be a breach of the terms of this Agreement by the Licensor and in no event shall the
Licensor be held liable by Licensee for any such refund, rebate or claim.
13. ASSIGNMENT: The Licensor shall have the right, exercisable at any time, to freely assign, transfer or
sublicense any of its rights, or delegate any of its obligations or duties, under this Agreement to any person,
company or entity. Notwithstanding the foregoing, the Licensor shall remain secondarily liable with respect to its
obligations and liabilities to Licensee hereunder unless such assignment or transfer is (a) to an entity with which the
Licensor merges or consolidates, or which acquires all or substantially all of the assets of the Licensor; or (b) to the
Licensor’s predecessor-in-interest with respect to the Licensed Program, in which case, such assignment or transfer
shall relieve the Licensor from its obligations and liabilities to Licensee under this Agreement and Licensee shall
look solely to such assignee or transferee with respect to the performance and satisfaction of all such obligations and
liabilities. Any assignment or transfer of the type described in (a) or (b) above shall be effective immediately upon
receipt of written notice from the Licensor.
14. NOTICE: Any and all notices, communications, and demands required or desired to be given hereunder
by either party hereto shall be in writing and shall be validly given or made if served personally, by facsimile, as a
pdf attachment to a transmittal e-mail, or by an overnight delivery service, or if deposited in the United States mail,
certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally or by
facsimile, or as a pdf attachment to a transmittal email, service shall be conclusively deemed made on the same day
(or if such day is not a business day, then the next business day); if by an overnight delivery service, on the next
business day; and if by certified or registered mail in the manner above provided, on the second subsequent business
day. To be effective, any service hereunder shall be to the addresses set forth below:
LICENSOR: Krisolta Film & TV (UK) Ltd.
107B Oakhill Road
Putney, London SW152QL
United Kingdom
Attn: Matthew Sheehan
Fax: +44 870 731 9001

6. ZM2002450
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LICENSEE: Radio and Television of Slovakia
Mlynská dolina, 845
45 BRATISLAVA,
Slovak Republic
Attn: Mrs. Katarina Slovakova
Fax:+421-2-60614425
Tel: +421-2-65424949
Email: katarina.slovakova@rtvs.sk
15. STANDARD TERMS: This Agreement shall be deemed to include and is subject to the Standard Terms
attached hereto provided, however, that in the event of any inconsistency between the provisions of this Agreement
and the Standard Terms attached hereto as Schedule “B”, the provisions of this Agreement shall prevail to the extent
of such inconsistency. Please indicate your acceptance of and agreement to the foregoing terms and conditions by
signing this Agreement in the spaces indicated below.
ACCEPTED AND AGREED TO:
Date:________________________
LICENSOR: LICENSEE:
KRISOLTA FILM & TV (UK) LTD RADIO AND TELEVISION OF SLOVAKIA
By:_____________________________
Its:______________________________
Date:____________________________
By: Mr.Václav Mika
Its:General Director
Date:____________________________

7. ZM2002450
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SCHEDULE “A”
Title License Period
Start Date
License Period End
Date
Licensed
Service
License Fee
(US$)
CHOCOLAT 01 August 2013 31 July 2015 JEDNOTKA x
CIDER HOUSE RULES 01 August 2013 31 July 2015 JEDNOTKA x
FRIDA 01 August 2013 31 July 2015 JEDNOTKA x
MALENA 01 August 2013 31 July 2015 JEDNOTKA x
THE TALENTED Mr.RIPLEY 01 August 2013 31 July 2015 JEDNOTKA x
COLD MOUNTAIN 01 August 2013 31 July 2015 JEDNOTKA x
EVERYBODY´S FINE 01 September 2014 30 August 2016 JEDNOTKA x
SHIPPING NEWS 01 August 2013 31 July 2015 JEDNOTKA x
NAQOYQATSI 01 August 2013 31 July 2015 DVOJKA x
THERE WILL BE BLOOD 01 August 2013 31 July 2015 DVOJKA x
THE BEST YEARS OF OUR LIVES 01 August 2013 31 July 2015 DVOJKA x
CHILDREN OF HEAVEN 01 August 2013 31 July 2015 DVOJKA x
CENTRAL STATION 01 August 2013 20 November 2013 DVOJKA x
82,900

8. ZM2002450
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SCHEDULE “B”
STANDARD TERMS
The Free Television License Agreement Standard Terms
(“Standard Terms”) set forth below are attached to and made a part
of that certain License Agreement dated as of May 15, 2015
(“License Agreement”) by and between Krisolta Film & TV (UK)
Ltd (“Licensor”) and Radio and Television of Slovakia
(“Licensee”). Any references to the “License Agreement”
contained herein-below shall be deemed to include these Standard
Terms. Any capitalized terms used in these Standard Terms and not
defined herein shall have the meanings ascribed in the License
Agreement.
1. LICENSE/DEFINITIONS: Subject to Licensor's
receipt of full consideration from Licensee due hereunder and the
performance by Licensee of each of its obligations hereunder,
Licensor grants and Licensee accepts a limited license under
copyright to telecast in the Territory and in the language(s) noted
in this License Agreement, but nowhere else in the world and in no
other languages, the motion picture(s) or program(s) licensed
hereunder (the “Licensed Program(s) ”) only by means of “Free
Television” (as defined below) during the License Period of the
Licensed Program as set forth in this License Agreement.
A. “FREE TELEVISION” shall mean a conventional,
advertiser supported free, over-the-air television transmission
originating in the Territory the video and audio portions of which
can be intelligibly received solely within the Territory without
charge (other than any compulsory fees charged by a government
or governmental agency assessed on those who use television
sets/receivers), and for which the broadcaster thereof receives no
fees or payments (other than revenues from commercial
advertisements), by means of encrypted satellite, optical fiber,
telephone cable, coaxial cable, encrypted DTT, and/or encrypted
UHF. Such Free Television signal of a Licensed Program on the
Licensed Service may also be simultaneously retransmitted in a
linear manner in its entirety without modification, as part of the
Licensed Service telecast, by means of “Basic Television” and by
means of IPTV via the Internet subject to such telecasts being
encrypted and geo-filtered such that it may only be received by
authorized and authenticated subscribers of the applicable
Licensed Service in the Territory and which is received without
any additional charges or fees to the viewer (apart from any
compulsory governmental fees). None of the Licensed Programs
shall be broadcast, telecast, cablecasted, exhibited or transmitted
by Licensee or under authority of Licensee into any place where
any admission fee is charged, all of which rights are expressly
excluded from the license granted to Licensee hereunder and are
reserved to Licensor in addition to any other rights reserved by
Licensor pursuant to the Agreement. In no event shall “Free
Television” be deemed to include, without limitation, any form of
Pay Television, video-on-demand, subscription-video-on-demand,
pay-per view, or stand alone Basic Television.
B. “BASIC TELEVISION” shall mean an advertiser
supported and subscriber supported programming service
consisting of a linear transmission and retransmission of
synchronized video and audio signals from a distance (i.e., other
than from the premises where received) and intended for reception
by subscribers of the Licensed Service(s) in the Territory, by any
means now known or hereinafter devised, including satellite,
optical fiber, telephone cable, coaxial cable, encrypted DTT,
and/or encrypted UHF, or by means of IPTV via the Internet, Web
TV and/or wireless, subject to such telecast being encrypted and
geo-filtered such that it may only be received by authorized and
authenticated subscribers of the applicable Licensed Service in the
Territory, and only capable of receipt upon payment of a
periodically charged subscription and/or access fee by a subscriber
to the provider and are sold and marketed as part of a “basic” tier
of programming services.
C. “PAY TELEVISION” shall mean the exhibition by
means of a linear premium programming service not supported by
advertising and which is distributed by means of satellite, optical
fiber, telephone cable, and/or coaxial cable, or by means of IPTV
via the Internet, Web TV and/or wireless, subject to such telecast
being encrypted and geo-filtered such that it may only be received
by authorized and authenticated subscribers of the applicable
Licensed Service in the Territory, where there is an obligation to
pay a supplemental fee or premium charge for the right to receive
such programming service in addition to any basic service fee paid
by the viewer or subscriber, whether such supplemental fee or
premium charge is paid or assessed on a monthly, weekly or other
regular periodic basis. For the avoidance of confusion, Pay
Television shall not be deemed to include any form of video-on-
demand, subscription video-on-demand, or pay-per-view.
D. “IPTV” shall mean a closed distribution system where a digital
television multichannel programming service is delivered to
subscribing consumers using Internet protocol over such closed
distribution system, which closed distribution system is owned
and/or controlled by the distributor of such multichannel
programming service.
2. DELIVERY/EXAMINATION/RETURNOF VIDEOTAPES,
MASTERS AND/OR OTHER MATERIALS: (a) Licensor shall
deliver to Licensee as set forth in the Agreement. If a master of a
requested Licensed Program is not available, then upon the mutual
agreement of Licensor and Licensee, Licensor may deliver, in lieu
thereof, a videotape of an alternate available Licensed Program.
Licensor shall also deliver to Licensee, if available and if requested
by Licensee, trailers and/or other promotional material associated
with the Licensed Program. Delivery to Licensee or to its agent at
the address set forth in the License Agreement shall be deemed
delivery hereunder. Licensee shall furnish an affidavit with respect
to any lost, stolen or destroyed videotapes, trailers and/or other
promotional material and shall pay Licensor the actual laboratory
costs associated therewith. All videotapes, digital files, trailers
and/or other promotional material and any parts or replacements
thereof shall remain the sole property of Licensor at all times and
Licensee shall promptly furnish and/or execute any documents
requested by Licensor confirming or evidencing Licensor's
ownership of and rights in and to the videotapes, digital files,
trailers and/or other promotional material.
(b) Licensee shall promptly examine each videotape
upon receipt thereof and shall give Licensor written notice within
three (3) weeks of receipt if said videotape is not physically
suitable for telecast and provides the Licensor with a Quality
Control (QC) Report indicating the rejectable issues. If such
notification is not received by Licensor at the conclusion of said
three (3) week period, the videotape will be deemed accepted by
Licensee. If Licensee notifies Licensor within the three (3) week
period that a videotape is not physically suitable for telecast, then
at Licensor's option, Licensor may furnish another videotape of the
Licensed Program in question or a suitable videotape of another
Licensed Program or grant a proportionate credit with respect to
the portion of the license fee allocable to the Licensed Program, it
being acknowledged that Licensor shall have no other obligation or
liability to Licensee whatsoever. Licensor shall not be deemed to
be in breach of the License Agreement as a result of any defect in a
delivered videotape or any unavailability of a substitute videotape.
(c) Videotapes of each Licensed Program furnished to
Licensee hereunder, together with all trailers and/or any other
materials furnished by Licensor, shall be returned to Licensor
pre-paid within forty-five (45) days following Licensee’s receipt
thereof. Upon Licensor's request, in lieu of returning any
videotapes to Licensor, Licensee shall destroy such videotapes and

9. ZM2002450
2
furnish Licensor with a certificate of destruction in connection
therewith.
(d) If available in the Authorized Language, Licensor
will deliver the dubbed or sub-titled version of each Licensed
Program in the language permitted pursuant to the License
Agreement, at Licensee’s cost, provided, however, that Licensor
makes no representation that any dubbed or subtitled version of a
Licensed Program has been cleared for exhibition and all such
clearances, as well as any costs and expenses for such clearances,
shall be Licensee’s sole responsibility. In addition, Licensee will
be responsible for all costs associated with modifying any existing
dubbed or sub-titled version of a given Licensed Program for
Licensee's use pursuant to the terms and conditions of the License
Agreement. If a dubbed or sub-titled version of a Licensed
Program is not available, Licensee shall have the right, at
Licensee's sole cost and expense, to prepare or have prepared any
desired dubbed or sub-titled version of such Licensed Program.
The Licensee is obligated to create the dubbed and/or subtitled
version of the Licensed Program(s) in its entirety. The dubbed
and/or subtitled version may not be edited prior to the creation of
the dubbed and/or subtitle version. In the event that Licensee
prepares or has prepared any dubbed or sub-titled version of any of
the Licensed Programs licensed hereunder, Licensee will ensure
that such dubbed or sub-titled versions are of first class industry
standard quality and will not commit any act or enter into any
agreement which would serve to impair or derogate from
Licensor's right, title and interest in any Licensed Program and/or
the dubbed or sub-titled version thereof. Upon Licensor's request,
each such dubbed or sub-titled version of a Licensed Program
prepared hereunder shall be submitted to Licensor for Licensor's
approval prior to the telecast of such Licensed Program. In
addition, upon Licensor's request, Licensee shall provide Licensor
with the translated name of each Licensed Program for Licensor's
approval prior to the use of such translated name. In connection
with the preparation of any dubbed or sub-titled version of any
Licensed Program licensed hereunder and upon Licensor's request
therefor, Licensee shall promptly execute and/or furnish to
Licensor documentation evidencing Licensor's ownership of the
copyright and all other rights and interests in and to such dubbed or
sub-titled materials. Licensee shall (on Licensor's behalf) obtain
from all third parties involved in the preparation of any dubbed or
sub-titled version of any Licensed Program licensed hereunder, all
rights in and to the materials relating to the preparation of such
dubbed or sub-titled version (including, but not limited to, any
translations provided), including all copyrights and other rights in
and to such materials. Licensor shall have full and complete
access to any and all dubbed and/or sub-titled materials (including
masters) created by Licensee during the License Period for each
Licensed Program and Licensor shall be allowed, at Licensor's
expense, to make copies of all such dubbed and/or sub-titled
materials provided that Licensor shall reimburse Licensee for fifty
percent (50%) of Licensee’s actual, direct, third-party, out-of-
pocket costs incurred in the creation of such dubbed and/or
subtitled materials in exchange for access to such materials as
requested by Licensor.
(e) Licensee shall, together with the return of
videotapes to Licensor in accordance with the provisions of
subparagraph (a) hereinabove (or upon termination of the license
period for each Licensed Program) deliver to Licensor all dubbed
sound tracks, sub-titled or sub-titling material, and all optical
and/or magnetic sound tracks and/or videotapes of Licensed
Programs containing optical and/or magnetic sound tracks which
were manufactured by, or at the instance of Licensee, whether or
not any of said sound tracks, materials or videotapes were actually
utilized by Licensee in connection with the exercise of the rights
granted to Licensee pursuant to the License Agreement. It is
expressly acknowledged and agreed by Licensee that ownership in
and title to any material provided to Licensee hereunder shall
remain with Licensor and that ownership in and title to any
material created by, for or at the instance of Licensee and all rights
including, but not limited to, copyrights, rights of use and other
rights of exploitation and all neighboring and connecting rights
shall vest and remain in and are hereby assigned to Licensor upon
and from the creation thereof for all methods, means, and media
and all territories and jurisdictions now known or which hereafter
come to be known, subject only to possession and control thereof
by Licensee during the License Period for each Licensed Program
and solely for the purpose of Licensee's exercise of the rights
granted pursuant to the License Agreement. Licensee will execute,
acknowledge and deliver to Licensor any instruments of transfer,
conveyance or assignment in or to any such material necessary or
desirable to evidence or effectuate Licensor's ownership thereof.
3. ALTERATION OF LICENSED PROGRAM(S): (a) Except
as otherwise set forth herein, Licensee shall not change, alter,
modify, copy, duplicate, or add to any Licensed Program(s),
trailers, or other materials provided by Licensor without Licensor’s
prior written consent. Licensee shall follow such policies,
procedures, and directions as Licensor may give Licensee from
time to time with respect to the creation of any dubbed tracks,
subtitles, or other foreign language materials relating to any
Licensed Program(s) as may be authorized by Licensor. Without
prejudice to the generality of the foregoing, Licensor shall be
entitled to approve all creative and production elements and to
attend key meetings, recording and other sessions relating to any
such materials and creation thereof.
(b) Licensee may make minor cuts or alterations in a
Licensed Program and/or other relevant materials, as applicable, in
order to conform to the orders of any duly authorized, legally
constituted censorship authority in the Territory provided that prior
to making same Licensee shall immediately notify Licensor in
writing of the need for such cuts or alterations, and, at Licensee’s
own expense, replace any such cuts and alterations so that any
applicable Licensed Program and/or other materials are returned to
Licensor in the same condition in which they were originally
received by Licensee, normal wear and tear excepted. The
following cuts shall not be deemed minor hereunder: any cut that
impairs the basic storyline of the Licensed Program; any cut that
impairs or adversely affects the artistic and/or pictorial quality of
the Licensed Program or interferes with its continuity; or any cuts
that are longer in the aggregate than five percent (5%) of the total
running time of the Licensed Program.
(c) In no event shall any notice of copyright,
trademark, or service mark, any trademark or service mark, any of
Licensor’s presentation and/or advertising credits or the credits of
any person, firm, or corporation appearing on any of the Licensed
Program(s), trailers, and/or other materials be changed, altered, or
removed. Any breach or violation of the terms hereof shall
constitute a material breach of this License Agreement.
(d) In no event shall Licensee be entitled to insert
any advertising or promotional materials in or during the
continuity of the Licensed Programs (i.e. Licensee may only insert
advertising and promotional material before or after the Licensed
Program and during designated commercial breaks, and subject to
all the terms and conditions of this Agreement).
(e) Upon request by Licensor, Licensee shall change
the title of any Licensed Program(s) licensed hereunder and shall
not thereafter transmit any such Licensed Program(s) except under
such changed title.
4. ADVERTISING AND PROMOTION: Licensor will furnish
Licensee with such promotional and advertising material Licensor
may have available which may be appropriate for use hereunder.
Delivery of any such promotional and advertising material shall be
at Licensee’s sole cost and expense. In connection with the use of
such promotional and advertising material, Licensee warrants and
agrees that: (i) Licensee will abide by and comply with any
advertising and billing instructions or restrictions which Licensor
may furnish to Licensee; (ii) any use of such promotional and
advertising material by Licensee will not be made in such a

10. ZM2002450
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manner as to constitute an express or implied endorsement of any
product, service or sponsor; (iii) Licensee shall abide by and
comply with the advertising instructions and on-screen credits, and
all advertising shall give cast and other credits in the manner,
position and relative size and prominence consistent with such
advertising instructions and on-screen credits; (iv) Licensee will
not create, develop, extract, or excerpt from the Licensed
Program(s) to advertise and promote the Licensed Program(s),
except that, subject at all times to the provisions of this License
Agreement (and without in any limiting the generality of the other
subsections of this paragraph 4), Licensee may create and use
excerpts and extracts totaling no more than three (3) minutes in
duration of continuous footage and/or not more than three (3)
minutes in duration of non-continuous footage, subject to any
contractual restrictions of which Licensor has notified Licensee,
and in each case in connection with the advertising and publicizing
of the exhibition of the Licensed Program(s) on Licensee’s
Licensed Service; and (v) Licensee will comply with all guild
and/or other collective bargaining agreements and/or contractual
obligations of Licensor concerning advertising and promotion
requirements (including, without in any way limiting the generality
of the foregoing, those governing excerpts and extracts) with
respect to any Licensed Program(s).
5. WARRANTIES AND INDEMNITIES: Licensor represents
and warrants that, except with respect to any material added by
Licensee and except as with respect to music which is specifically
provided for herein, Licensor has the right to license the rights with
respect to the Licensed Programs licensed hereunder and that the
exercise by Licensee of the rights licensed hereunder in accordance
with and pursuant to the terms of this License Agreement and these
Standard Terms shall not violate or infringe the rights of any third
party, including, without limitation, any copyright, trademark,
service mark, or contractual rights, or to the best of its knowledge,
information and belief, the rights of privacy or publicity. Subject to
the performance by Licensee of each of its material obligations
hereunder, Licensor will indemnify and hold harmless Licensee
from and against any third party claims, suits, or damages
(including, but not limited to, reasonable costs and expenses and
reasonable outside attorneys’ fees), other than for loss of profits or
consequential damages sustained by Licensee, as a result of a
breach of any warranty by Licensor herein or by reason of claim
that the exercise by Licensee of the rights herein licensed violates
the rights of others, provided, however, that prompt, detailed,
written notice of claim of such breach of warranty or violation is
given by Licensee to Licensor, and provided further that no
settlement by Licensee will be binding on Licensor unless
consented to in writing by Licensor. Licensor shall have full
control over the defense and/or settlement of any such claim or
litigation, including the right to engage its own counsel, and
Licensee, if so advised by Licensor, shall not continue the
exhibition of such Licensed Program(s) thereafter without the
written consent of Licensor. Licensee shall cooperate fully with
Licensor in the defense or settlement of any such claim or
litigation. Licensee will indemnify and hold harmless Licensor,
and Licensor's officers, directors, shareholders, and employees,
from and against all claims or liabilities, including reasonable costs
and expenses and reasonable attorneys' fees, arising from or as a
result of: (a) the breach of any provision of this License
Agreement by Licensee; (b) the telecasting of any material in
connection with or relating to the Licensed Programs other than
material contained in the Licensed Programs as delivered by
Licensor; or (c) the use by Licensee of any patent, copyright,
trademark and/or other intellectual property rights of any third
party other than material contained in the Licensed Programs as
delivered by Licensor.
6. MUSIC PERFORMING RIGHTS: Licensor warrants that, to
the best of its knowledge, information and belief, the performance
rights in the music contained in the Licensed Program(s) are either:
(a) controlled by ASCAP or BMI, or SESAC or by a non-U.S.
performing rights organization affiliated with ASCAP, BMI, or
SESAC; (b) in the public domain; or, (c) are controlled by
Licensor and not available for licensing through the music
performance societies. Licensor agrees to indemnify Licensee
from and against any liability, loss, damages, costs or expenses
arising from or as a result of the performance of the music in the
Licensed Program(s) described in (c) above. If music in (a) above
is included in a Licensed Program(s), Licensee, at its sole cost and
expense, shall be responsible for obtaining a license to perform
such music and Licensee agrees to indemnify Licensor from and
against any losses, claims, liability, costs and expenses (including
reasonable attorneys' fees) arising from or as a result of the
performance of such music by Licensee.
7. LICENSE FEE/PAYMENT: (a) The parties agree that timely
payment of all license fees by Licensee is of the essence of the
License Agreement and any failure by Licensee to make such
timely payment shall constitute a material default hereunder. Any
payment not made within thirty (30) days of its due date shall bear
legal interest at the rate of one and one-half percent (1 1/2%) per
month or the maximum percentage per annum permitted by law,
whichever is less, from the due date until paid. Acceptance of any
payment after its due date shall not constitute a waiver by Licensor
of any of the other rights or remedies Licensor may have in
connection with Licensee's default.
(b) Licensee shall obtain all governmental permits
necessary to make all payments required under the License
Agreement. Any royalties or fees which may be paid to or received
by Licensee by virtue of any statute, governmental regulation, by
operation of law or in any other manner on account of private
recording or amplification, retransmission, or relaying of each
Licensed Program(s) on any station, translator, repeater, satellite,
cable television system, relay telecasts, network simultaneous
transmission or otherwise shall belong to Licensor, and if received
by Licensee, shall be held by Licensee as agent and/or trustee for
Licensor and shall be promptly paid over to Licensor.
(c) If laws or currency regulations in the Territory now
or at any time during the term of the License Agreement prohibit
or restrict Licensee from paying any sums due to Licensor,
Licensee shall advise Licensor promptly in writing. In any such
case, upon Licensor’s request, Licensee shall deposit to Licensor’s
credit in a bank or banks approved in writing by Licensor or
promptly pay to such person or persons as Licensor may designate
in writing, all sums due Licensor. Licensee shall reimburse
Licensor for any costs incurred by Licensor in remitting such funds
to the United States and/or converting such funds into United
States dollars. If Licensee is prohibited or restricted from making
payment of any sums due to Licensor, in addition to Licensor’s
other rights and remedies, Licensor shall have the right to
terminate the License Agreement upon written notice to Licensee.
8. WITHDRAWAL OR SUSPENSION OF LICENSED
PROGRAMS: (a) Licensor may, in its absolute discretion,
withdraw permanently or temporarily any Licensed Program if
Licensor determines that the telecasting thereof would or might: (i)
infringe upon the rights of others; (ii) violate any law, court order,
government regulation or other ruling of any governmental agency;
or (iii) subject Licensor and/or The Walt Disney Company and/or
any subsidiary or affiliate thereof to any liability or litigation.
Further, Licensor shall have the right to withdraw any Licensed
Program if, in the opinion of Licensor, said Licensed Program is
unavailable for exhibition under the terms of this License
Agreement; or, if the literary, dramatic or musical material upon
which said Licensed Program is based has expired or may expire
during the License Period for the Licensed Program in question.
(b) Licensor shall have the right to suspend the license
period of any Licensed Program licensed hereunder in the event
that Licensor elects to release a theatrical sequel and/or remake to
such Licensed Program and/or to re-release the Licensed Program
theatrically, provided that the following shall apply to any such
suspension: (i) Licensor shall give Licensee no less than sixty (60)
days prior written notice of the effective date of such suspension;

11. ZM2002450
4
(ii) each such suspension shall not exceed a period of six (6)
consecutive months; and (iii) there shall be no limit on the number
of suspensions for each Licensed Program
(c) Upon six (6) months advance written notice to
Licensee, Licensor shall have the right at any time during the
license period to suspend the license granted hereunder on a
Licensed Program by Licensed Program basis for a period of time
not to exceed eighteen (18) months (a "Licensor Window") with
respect to each Licensed Program (such suspended Licensed
Programs are hereinafter referred to as "Licensor Windowed
Licensed Programs"). Licensor's notice shall set forth the Licensed
Program or Licensed Programs which shall be suspended and the
term of the Licensor Window with respect to each Licensed
Program. Licensor's right to suspend the license period hereunder
shall be exercisable one (1) time only for each Licensed Program
(i.e., on a Licensed Program by Licensed Program basis). During
any Licensor Window, Licensor shall be entitled to license such
Licensor Windowed Licensed Program(s) for exhibition by any
Licensor-branded channel and/or any channel in which Licensor
owns equity and/or any Licensor-branded programming offerings
that are made available on, by, or through other services (e.g., a
third-party website or other distribution platform) (all of the
foregoing collectively referred to as a “Licensor Branded
Channel”). Further, notwithstanding anything to the contrary
contained herein or in the License Agreement, the exhibition rights
licensed to Licensee hereunder shall be non-exclusive as against
any Licensor-Branded Channel, and Licensor shall be entitled to
exhibit any of the Licensed Programs licensed hereunder on any
Licensor-Branded Channel during the term set forth in the License
Agreement.
(d) If the Licensed Programs licensed hereunder include
one or more episodic television series (“Series”), Licensor shall
have the right withdraw on a permanent basis prior to its initial
telecast any Series for which fewer than thirteen (13) episodes
have been produced prior to the start date of the license period for
such Series. In the event that any Series is so withdrawn by
Licensor pursuant to this subparagraph (c), Licensor shall elect to
either furnish a substitute Licensed Program in place of the
Licensed Program so withdrawn (which substitute Licensed
Program shall be mutually agreed upon between Licensee and
Licensor) or to reduce the total license fees payable pursuant to the
License Agreement by an amount allocable for the Series so
withdrawn.
(e) In the event a Licensed Program is withdrawn or
suspended on a temporary basis, Licensee shall be entitled, at
Licensor's election, to: (i) an extension of the license period with
respect to the withdrawn Licensed Program equal to the period of
such withdrawal or suspension; or (ii) be provided by Licensor
with a substitute Licensed Program of comparable quality to the
withdrawn Licensed Program.
(f) In the event Licensor elects to withdraw any
Licensed Program licensed hereunder on a permanent basis prior to
its initial telecast, Licensor shall elect to either furnish a substitute
Licensed Program in place of the Licensed Program so withdrawn
(which substitute Licensed Program shall be mutually agreed upon
between Licensee and Licensor) or to reduce the total license fees
payable pursuant to the License Agreement by an amount allocable
for the Licensed Program so withdrawn.
(g) In the event Licensor elects to withdraw any
Licensed Program licensed hereunder on a permanent basis at any
time after its initial telecast, Licensor may grant Licensee
additional telecasts of any other Licensed Program licensed
hereunder which Licensee and Licensor have agreed is of
comparable quality to the withdrawn Licensed Program, or
Licensor shall reduce the total license fees payable by Licensee
pursuant to the License Agreement by a proportionate amount of
the applicable license fee for the Licensed Program so withdrawn.
In the event Licensor elects to withdraw any Licensed Program(s)
licensed hereunder on a permanent basis, the rights granted herein
in and to such Licensed Program(s) shall terminate and no further
exhibitions shall be made of such Licensed Program(s).
Notwithstanding the termination of Licensee’s rights in the event
of a permanent withdrawal of any Licensed Program(s) as
described herein, Licensee shall account to Licensor in accordance
with the terms of this License Agreement for all exhibitions, if any,
of such Licensed Program(s) made prior to such permanent
withdrawal. Licensee shall have no claim against Licensor based
upon Licensor’s withdrawal on a permanent basis of any Licensed
Program(s) as described herein.
(h) Any reduction in the total license fees payable
pursuant to the License Agreement under the terms of this
paragraph shall be by credit to Licensee's account unless the entire
license fees payable pursuant to the License Agreement have
otherwise been paid in full by Licensee, in which event, Licensor
shall refund directly to Licensee any sum due to Licensee under
the terms of this paragraph. In the event that the license fee for an
individual Licensed Program is not specified in the License
Agreement or an amendment hereto, the amount refunded to
Licensee under the terms of this paragraph as a result of the
withdrawal of such Licensed Program shall be the average licensee
fee if the Licensed Program has not been telecast or a
proportionate part of the average license fee if the Licensed
Program has been telecast.
9. SPILLOVER: Licensor acknowledges and accepts that
Licensee shall have the right to telecast the Licensed Programs by
means of encrypted satellite transmission that may be received
outside of the Territory licensed to Licensee pursuant to the
License Agreement (such reception shall be referred to herein as
"Spillover") and that the occurrence of such Spillover shall not be
considered a breach of the License Agreement by Licensee,
provided that: (i) such spillover is incidental and unavoidable;(ii)
Licensee does not attempt to collect any fees, royalties or other
payments in connection with such Spillover; (iii) Licensee does not
market its telecasts outside of the Territory licensed to Licensee
hereunder; and (iv)) reception of Licensee's telecasts outside of the
Territory licensed hereunder shall be negligible as measured by
industry standards. Licensee acknowledges and accepts that
Licensor shall have the right to telecast, and authorize the telecast, of
the Licensed Program(s) by means that may be received inside of the
Territory via the means of distribution exclusive to Licensee pursuant
to the License Agreement (such reception shall be referred to herein
as "Licensor Spillover") and that the occurrence of such Licensor
Spillover shall not be considered a breach of the License Agreement
by Licensor, provided that Licensor does not market its telecasts
inside of the Territory via the means exclusive to Licensee hereunder
and that reception of Licensor's telecasts inside of the Territory and
via the means exclusive to Licensee licensed hereunder shall be
incidental.
10. EARLY EXPIRATION OF LICENSE TERM: With regard
to the rights licensed to Licensee by Licensor hereunder, if
Licensee completes all permitted exhibitions of any Licensed
Program prior to the expiration of the number of years stipulated in
the License Agreement with respect to that Licensed Program, the
license for such Licensed Program shall be deemed terminated for
all purposes as of the date of the last permitted exhibition.
Licensee shall give Licensor written notice of the completion of
each exhibition of each Licensed Program and the dates of such
exhibitions.
11. FORCE MAJEURE: If Licensee shall be prevented from
exhibiting or Licensor from delivering any Licensed Program by
reason of an event of force majeure, the affected party shall
attempt to eliminate the force majeure contingency and such
performance shall be excused to the extent that it is prevented by
reason of such an event of force majeure, except that Licensee
shall continue to make the payments to Licensor provided for
hereunder with respect to all Licensed Programs whether or not
affected by any such condition. For purposes of this License

12. ZM2002450
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Agreement, an "event of force majeure" in respect of a party shall
mean, to the extent beyond control of such party, any
governmental action, nationalization, expropriation, confiscation,
seizure, allocation, embargo, prohibition of import or export of
goods or products, regulation, order or restriction (whether foreign,
federal or state), war (whether or not declared), civil commotion,
disobedience or unrest, insurrection, public strike, riot or
revolution, lack of or shortage of, or inability to obtain, any labor,
machinery, materials, fuel, supplies or equipment from normal
sources of supply, strike, work stoppage or slow down, lock out, or
other labor dispute, fire, flood, drought, other natural calamity,
damage or destruction to plant and/or equipment, or any other
accident, condition, cause, contingency or circumstance (including,
without limitation, acts of God) beyond the control of such party.
An event of force majeure does not, however, include any party's
financial inability to make any of the payments required to be
made under this License Agreement, nor shall any event of force
majeure relieve Licensee from the obligation to make any
payments under this License Agreement, provided the Licensed
Programs are delivered to Licensee.
12. TAXES: Licensee shall pay, without limitation, any taxes,
levies and/or other charges howsoever denominated, imposed or
levied (excluding only any applicable net income or franchise
taxes imposed or levied against Licensor) by any statute, law, rule
or regulation now in effect or hereinafter enacted including,
without limitation, sales, use, property, excise and/or other similar
taxes, including state, county, city, regional and/or other taxes
howsoever denominated, relating to or imposed on license fees,
rentals, videotapes or other material or the right or privilege to use
the same in connection with any Licensed Program(s), whether or
not invoiced or demanded by Licensor. In the event that, pursuant
to the legal requirements imposed upon Licensee by a duly-
organized governmental taxing authority, Licensee is required to
withhold from the license fees payable to Licensor hereunder any
sales, remittance, value added, turnover and/or any other tax, levy
and/or charge (collectively, "Required Taxes"), the following shall
apply: (a) Licensee shall only withhold from payment to Licensor
the minimum amount of such Required Taxes which must be paid
to the taxing authority; (b) Licensee shall only withhold from
payment to Licensor the actual amount of such minimum Required
Taxes which have been paid by Licensee to the taxing authority;
(c) Licensee shall provide Licensor, concurrently with the payment
to Licensor of the applicable installment of the license fees payable
hereunder, (or as soon as available from the taxing authority) an
official receipt issued by the taxing authority certifying the amount
and basis of such Required Taxes and the date upon which
payment of such Required Taxes was received by the taxing
authority; (d) Licensee shall promptly refund to Licensor any
amount of the Required Taxes which was deducted or withheld
from or offset against any installment of the license fees payable
hereunder which amount was subsequently refunded or credited to
Licensee; and, (e) Licensee shall promptly refund to Licensor any
amount of the Required Taxes which was deducted or withheld
from or offset against any installment of the license fees payable
hereunder if, in connection with such amount, Licensee has
received or will receive any benefit (either directly or indirectly)
by or from such taxing authority.
13. Intentionally Deleted.
14. RESERVATION OF RIGHTS: The license herein granted
to Licensee is and shall be limited to the right to telecast each
Licensed Program(s) only in its entirety for the purpose, in the
manner and at the times herein expressly provided. Any and all
rights in the Licensed Program(s) (including but not limited to the
right to broadcast film clips and segments thereof) and the literary
and/or musical materials contained in or upon which said Licensed
Program(s) may be based which shall not have been expressly
licensed to Licensee by this License Agreement are reserved to
Licensor and may be exercised, marketed, exploited and disposed
of by Licensor concurrently with, and throughout the term of this
License Agreement, freely and without limitation or restriction,
and regardless of the extent to which those rights are competitive
with Licensee or the license granted hereunder. Additionally,
Licensor reserves the right to change the title of any Licensed
Program(s) and/or the Licensed Program(s) licensed hereunder,
and at Licensor's request, Licensee will not thereafter telecast any
such Licensed Program(s) or the Licensed Program(s) itself except
under the new title. Nothing hereunder shall preclude Licensor
from advertising and promoting each Licensed Program(s) or parts
thereof in any manner, in any and all media, without any obligation
whatsoever to Licensee.
15. DEFAULT OF LICENSEE: (a) Any of the following events
shall be considered events of "default" on the part of Licensee
pursuant to the License Agreement: (i) if Licensee fails to make
payment of any amounts payable in accordance with the terms of
the License Agreement or any other agreement with Licensor and
such failure to make payment shall continue for a period of ten
(10) days after written notice thereof is given to Licensee; (ii) if
Licensee fails to duly perform or observe any material term,
covenant or condition of the License Agreement or any other
agreement with Licensor which Licensee is required to keep and
perform and such failure shall continue for a period of ten (10)
days after written notice thereof is given to Licensee; (iii) if
Licensee shall be adjudicated a bankrupt or shall file a petition in
bankruptcy or shall make an assignment for the benefit of creditors
or shall take advantage of the provisions of any bankruptcy or
debtor's relief act; (iv) if an involuntary petition in bankruptcy is
filed against Licensee and is not vacated or discharged within
thirty (30) days; (v) if a receiver is appointed for a substantial
portion of Licensee's property and is not discharged within thirty
(30) days; (vi) if Licensee voluntarily or by operation of law loses
control of its company or the Licensed Service or its interest
therein (other than as a result of a sale by Licensee of all or
substantially all of its assets to which Licensor has consented); or
(vii) Licensee makes or attempts to make any assignment, transfer,
or sublicense of this License Agreement without Licensor’s written
consent.
(b) In the event of or upon the occurrence of any one
(1) or more of such events of default, and without prejudice to any
other right or remedy which may be available to Licensor at law or
in equity, and without in any way releasing or discharging
Licensee of or from any of its obligations under the License
Agreement, Licensor shall have the right to: (i) terminate any or all
of the rights granted to Licensee pursuant to the License
Agreement and/or any and all other agreements between Licensor
and Licensee; and/or, (ii) suspend, without extending, the License
Period for any of the Licensed Program(s) licensed pursuant to the
License Agreement or any other agreement, and/or (iii) suspend
the further delivery of videotapes under the License Agreement
and/or any other agreements between Licensor and Licensee until
such event of default has ceased and been remedied.]
16. Intentionally Deleted.
17. SECURITY/ANTI-PIRACY/GEO-FILTERING: Licensee
agrees that, except as specifically permitted pursuant to the terms
and conditions of the License Agreement, Licensee will not copy,
duplicate or sublicense any of the Licensed Programs licensed to it
hereunder nor will Licensee cause, authorize or permit the
copying, duplication, recording or transcription of the Licensed
Programs and/or the sound track or any other part thereof.
Licensee shall, at Licensee’s sole cost and expense, develop,
maintain, upgrade and implement state-of-the-art security
measures (“Security Measures”) to prevent the unauthorized or
otherwise unlawful transmission, exhibition, theft, pirating,
copying, storing, taping or other reproduction of the Licensed
Programs or any parts thereof (including geo-filtering and DRM),
all of which security measures shall be no less than the most
stringent security measures maintained with respect to any first-run
motion pictures licensed from any other Major U.S. Studio (i.e.,
Disney, Fox, Paramount, Sony, MGM, Universal, Warner Bros.,
DreamWorks, and any of their affiliates).

13. ZM2002450
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18. RETRANSMISSION ROYALTIES: Any fees payable by
reason of any government-permitted or government-mandated
retransmissions of Licensed Program(s) are the sole property of
Licensor. Licensee shall cooperate with Licensor to the extent
necessary to permit Licensor to collect the maximum amount of
any such fees.
19. VIDEO LEVY: Licensee acknowledges that if any fee, video
levy, or similar charge shall be collected in the Territory on the
sale of video recorders, blank video cassettes (or discs), or similar
items and such levy or any part thereof shall or may become
payable to the copyright owner or distributor or exhibitor of any
Licensed Program(s) in the Territory, then such amount shall
belong entirely to Licensor.
20. WAIVER: No waiver of any breach or default under this
License Agreement shall operate as a waiver of any preceding or
subsequent breach or default. No failure or delay by either party in
exercising any right, power or privilege under this License
Agreement shall operate as a waiver thereof . In the interpretation
and construction of this License Agreement, no term shall be
construed against any party on the basis that the party was the
drafter, and the parties waive any common law or statutory
provision that would construe an ambiguous term against the other
party as the drafter of this License Agreement.
21. EFFECT OF INVALIDITY OF PROVISION: If any term
or provision of this License Agreement or the application thereof
to any part or set of circumstances shall, in accordance with the
adjudication provisions of this License Agreement, be held invalid
or unenforceable, such term or provision shall be ineffective, only
to the extent of such invalidity or unenforceability, without
invalidating or rendering unenforceable any other terms or
provisions of this License Agreement, and, in such circumstances
the parties shall negotiate in good faith a substitute provision
which is valid and enforceable and which comes as close as
possible to the invalidated or unenforceable term or provision, and
which puts each party in a position as nearly comparable as
possible to the position in which it would have been but for the
finding of invalidity or unenforceability, but in no event shall any
substitute provision affect the License Fees payable to Licensor
hereunder.
22. CHOICE OF LAW & VENUE/LEGAL ACTIONS: The
official language of this License Agreement is English and in any
controversies or disputes between the parties the English text shall
control. This License Agreement shall be governed by and
construed in accordance with the laws of the State of California
applicable to contracts made and to be fully performed therein by
residents of the State of California, except to the extent that the
parties’ respective rights and obligations are subject to mandatory
local, state and federal laws or regulations. The parties hereto
agree that all actions based upon or resulting from this License
Agreement shall be brought by either party hereunder exclusively
in the federal and state courts located in Los Angeles County,
California, and each party hereto submits to the exclusive
jurisdiction in such courts and agrees that venue is appropriate in
such courts for all actions arising under or related to this License
Agreement. The parties hereby waive any claims or defenses that
such courts constitute an inconvenient forum. Licensee's sole
remedy for breach of any provision of this License Agreement
shall be an action at law for damages, and in no event shall
Licensee be entitled to injunctive or other equitable relief. Licensor
shall be entitled to seek injunctive relief with respect to the
enforcement of its rights set forth herein without the requirement
of having to post a bond. Licensee acknowledges that money
damages would not be an adequate remedy in the event it
continues to telecast or otherwise distribute a Licensed
Program during the time period such Licensed Program has been
withdrawn by Licensor under Section 8 above.
23. AGREEMENT COMPLETE: This License Agreement may
not be amended, modified or supplemented (whether by
amendment, side letter, schedule, exhibit, addendum or otherwise)
except by the written agreement of both parties. This License
Agreement is complete and embraces the entire understanding
between the parties, all prior understandings, either oral or written,
having been merged herein.
24. NOTICES: All notices or other documents (collectively,
"Notices") which either party may be required to or may desire to
give to the other party hereunder shall be in writing, unless
otherwise specified, and shall be addressed or directed to the party
intended to receive the Notice at its address set forth in the License
Agreement. All such Notices shall be given in one (1) of the
following ways: (a) by personal delivery; (b) by mail or airmail (if
available) or the mail or airmail (if available) service of Licensee's
country (as applicable), postage pre-paid; (c) by express mail or
courier service; (d) by delivery, toll prepaid to a telegraph or cable
company; or, (e) by transmittal via any electronic means now
known or hereafter devised (including telex, e-mail, telecopier or
laser transmissions), provided that the party to whom Notice is
directed is capable of receiving the Notice by such electronic
means.
25. RELATIONSHIP OF THE PARTIES: At no time in the
past, present, or future shall the relationship between Licensor and
Licensee be deemed or intended to constitute an agency,
partnership, joint venture, or a collaboration for the purpose of
sharing any profits or ownership in common. Neither party shall
have the right, power, or authority at any time to act on behalf of or
to represent the other party, but each party hereto shall be
separately and entirely liable for its own debts in all aspects.
26. SUBLICENSING: In the event that, pursuant to the terms
and conditions of the License Agreement, Licensee has expressly
been granted the right to sublicense the rights granted hereunder,
any sublicensing agreement entered into by Licensee must
incorporate the same terms, conditions, restrictions and/or
limitations on the use of the Licensed Programs and/or any
portions or segments thereof (including any promotional and/or
advertising materials) as are set forth in the License Agreement, it
being specifically acknowledged and agreed that Licensee shall not
enter into any agreement with any sublicensee which would
expand upon the rights granted by Licensor to Licensee hereunder
or which is in any way in conflict with the terms and conditions of
the License Agreement, and that the term "Licensee" hereunder
shall be deemed to refer to, apply to and include any and all of
Licensee's sublicensees. Licensee shall indemnify and hold
harmless Licensor, its parent, subsidiaries and affiliates and its and
their respective officers, directors and employees from and against
any losses, liability, damages, costs and expenses (including
reasonable attorneys' fees) arising from or out of Licensee's
sublicensing of the rights granted by Licensor pursuant to the
License Agreement and/or the breach by any of Licensee's
sublicensees of any of the terms and conditions of the License
Agreement.
27. CONFIDENTIALITY: Neither Licensor nor Licensee shall
issue any press release or statement with regard to the terms and
provisions of this License Agreement without the consent of the
other. Neither party shall disclose to any third party any
information with respect to the financial terms and/or provisions of
this License Agreement or any confidential information of the
other party (except for such party’s attorneys, accountants,
financial advisors, shareholders, members, directors, and also by
Licensor to its licensor and the administrative agent on behalf of
such licensor’s lenders, DBRS, Fitch, S&P and/or Moody’s, and/or
Disney for purposes of reviewing the License Agreement, provided
that in the case of any disclosure to Disney under this section,
Licensor shall (or shall cause its licensor to) redact all financial
information from any documents provided to Disney and Disney
shall be bound to a confidentiality agreement at least as protective
as this Section), except: (a) to the extent necessary to comply with
the law or a valid court order of a court with competent

14. ZM2002450
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jurisdiction, in which event the party making such disclosure shall
so notify the other party as promptly as is practicable (if possible,
prior to making such disclosure) and shall seek confidential
treatment of such information; (b) to the extent necessary to
comply with the disclosure requirements of the S.E.C. or similar
entities; (c) to its parent, subsidiary or other affiliated companies,
their banks, auditors and attorneys and similar professionals and in
the case of Licensor, its licensor and its affiliated companies, their
banks, auditors, and attorneys and similar professionals
(collectively, its “Permitted Recipients”), provided that the
disclosing party shall be liable to the other party in the event that
any of its Permitted Recipients disclose any information that the
disclosing party would be prohibited from disclosing pursuant to
this paragraph; (d) in order to enforce its rights or perform its
obligations pursuant to this License Agreement; and (e) to a bona
fide prospective or an actual buyer, lender or financier as well as
the Permitted Recipients thereof, provided that any such buyer,
lender or financier first executes a written confidentiality
agreement pursuant to which they/it agree(s) to be bound by the
provisions of this paragraph or a similar undertaking of
confidentiality. Notwithstanding the foregoing Licensor
acknowledges that according to the provisions of the Act No.
40/1964Zb Civil Code, Licensee is obliged to publish this License
Agreement via the Central Register of the Contracts of the
Government Office of Slovak Republic in its full wording and such
publication shall not be deemed to be a breach of this section 27
provided that Licensee shall redact from the published License
Agreement as many of the commercial terms (including but not
limited to License Fees applicable to individual Licensed Programs
and Licensor’s bank account details) as may be permitted by the
Civil Code.
28. INCONTESTABILITY: No action or proceeding at law or in
equity shall be brought by Licensee under this License Agreement
or otherwise unless commenced within twelve (12) months from
the date the claim or cause of action giving rise to said action or
proceeding is alleged to have arisen or discovered.
29. PARAGRAPH HEADINGS: The headings of the paragraphs
of this License Agreement are for convenience only and shall not
in any way affect the interpretation of any provision of this License
Agreement or of the License Agreement itself.