Výpis zo zmluvy FIS svetové preteky v lyžovaní Licenčná zmluva

Názov zmluvy	FIS svetové preteky v lyžovaní Licenčná zmluva
Zmluvný partner	Infront Sports & Media AG Xxxxxxxxxxx 0 0000 Xxx Švajčiarsko
Predmet zmluvy	Licencia na lyžiarske slalomy žien: 11.11.17 Levi (Fínsko) 26.11.17 Killington (USA), 20.12.17, Courchevel (Francúzsko) – paralelný 01.01.18 Oslo (Nórsko) – paralelný (city event /aj muži/) 04.01.18 Záhreb (Chorvátsko) 07.01.18 Maribor (Slovinsko) 30.01.18 Štokholm (Švédsko) – paralelný (city event /aj muži/) 10.03.18 Ofterschwang (Nemecko) 17.03.18 Are (Švédsko)
Rozsah práv	Exkluzívne na území Slovenska v slovenskom jazyku na oficiálnych kanáloch a webe RTVS – geoblokovane. S možnosťou využitia zostrihov aj šotov. Jazyk – slovenský Vysielanie na internete a mobiloch: lineárne aj nelineárne Nadobúdateľ práv nemá právo poskytovať sublicencie iným stranám.
Rozsah exkluzivity:	Nadobúdateľ berie na vedomie a súhlasí s tým, že každé z pretekov môžu byť na jeho území vysielané v akomkoľvek jazyku prostredníctvom televízneho vysielania, internetového aj mobilného vysielania kanálmi a platformami, ktoré vlastní Eurosport.
Cena za práva	45 000.-€ Splátky: 60% do konca nov. 2017 40% do 10.1.2018
Technické náklady	Sat. prenos bude Infront účtovať na základe svojho cenníka, teda platba za trasy nie je súčasťou ceny za práva.
Trvanie zmluvy	Od podpisu zmluvy do skončenia sezóny – 30. apríl 2018
IDEC	617231008090000 618231008090000

Vypracovala: X. Xxxxxxxxxxx 8.11.2017

FIS SKI WORLD CUP RACES BROADCAST LICENSE AGREEMENT

made as of December 12, 2017

by and between:

INFRONT SPORTS & MEDIA AG, with registered office at Xxxxxxxxxxx 0, X.X. Box, 6302 Zug, Switzerland, herein represented by its Executive Director Winter Sports, Xxxxx Xxxxx, and its Executive Director, Xxxxxxxx Xxxxxx (hereinafter: “Infront”)

and

RADIO AND TELEVISION OF SLOVAKIA, with registered office at Xxxxxxx Xxxxxx 00000 Xxxxxxxxxx, herein represented by its General Director Xxxxxx Xxxx (hereinafter: “Licensee”)

Preamble:

A. Infront is the owner and authorized licensor of the rights to transmit and broadcast the audiovisual programs of the races belonging to the top international circuits of skiing competitions held annually in various ski resorts throughout the world, known as FIS Ski World Cups.

B. Between Infront and Licensee is in force and effect an agreement through which Infront has licensed to Licensee the media and broadcast rights to the FIS Ski World Cup competitions controlled by Infront up to and including the 2017/2018 Season.

C. This agreement (“Agreement”), which does not replace or modify any provision of the contract mentioned in Preamble B above, is now being executed by and between Infront and Licensee (jointly the “Parties” and each a “Party”) in order to specify the terms and conditions of the broadcasting rights license concerning the FIS Ski World Cup competitions controlled by Infront from the 2017/2018 Season.

Hence, the Parties agree upon the following:

1. Definitions

1.1 In addition to any other term elsewhere defined under this Agreement, the following terms in capital letters shall have the following meanings, being agreed that words importing the singular include the plural and vice-versa:

(a) “Authorized Channels” and “Authorized Website”: are, respectively, (i) Licensee’s generalist television channels Jednotka and Dvojka, and (ii) the official website of the Authorized Channels accessible at the address “xxxx://xxx.xxx.xx/”.

(b) “FIS”: is the Fédération Internationale de Ski, the governing body for international skiing organizing the FIS Ski World Cups.

(c) “Free Broadcast”: is the transmission of programs by any television service or channel which may be viewed by recipients within the Territory without any payment (other than statutory fees or taxes imposed for the ownership of a television set or for the general reception of, or access to, such service or channel).

(d) “Language”: is the Slovak language.

(e) “Pay Broadcast”: is the transmission of programs by any television service or channel (or package of services or channels) which may be viewed by recipients within the Territory upon payment of a fee or other charges (other than statutory fees or taxes imposed for the ownership of a television set or for the general reception of, or access to, such service or channel).

(f) “Permitted Means of Broadcast”: are the means of transmission specified in Clause 3.2 of this Agreement.

(g) “Races”: are the FIS Ski World Cup competitions to be made available by Infront to Licensee as listed under Exhibit A.

(h) “Races Programs” or “Programs”: are the international audiovisual feeds of the Races incorporating the television feeds and related background sound, slow motions, replays, timing data, on-screen identification and graphics.

(i) “Season”: is the 2017/2018 season of the FIS Ski World Cups, as will be sanctioned by FIS during the Term.

(j) “Term”: means the period of time starting from the date of the first Ski World Cup Race, and ending on April 30, 2018.

(k) “Territory”: is the country of Slovakia.

(l) “Venues”: are the places and sites controlled by FIS and/or by the local organizing committees at the ski resorts selected for hosting the Races during the Term.

2. Grant of Media Rights

2.1 Infront hereby grants to Licensee, and Licensee accepts, the rights to broadcast and transmit the Races Programs within the Territory, during the Term, through the Authorized Channels and/or the Authorized Website, by the Permitted Means of Broadcast, in the Language, and in accordance with all terms and conditions set forth in this Agreement (“Media Rights”). The Media Rights licensed to Licensee are exclusive to the extent provided in Section 3 below. All rights to the Races Programs not specifically granted to Licensee are excluded from this Agreement and retained by Infront.

2.2 The Permitted Means of Broadcast for the Authorized Channels to broadcast the Races Programs shall be:

(a) Free Broadcast by any current and future television technical means and systems, in any technical standard and format, irrespective of the receiving devices employed by users to access the television signals; and

(b) linear and non-linear transmissions by the Internet and mobile communication systems.

In exploiting the Media Rights, limited to the Authorized Channels and/or the Authorized Website, the Permitted Means of Broadcast, the Language and the Territory, and subject to the following provisions, Licensee shall be entitled to broadcast and distribute the Races Programs in any form, live or delayed, also through highlights and excerpts.

2.3 The Media Rights licensed to Licensee under this Agreement do not include the right to broadcast the Races Programs by means of Pay Broadcast, provided however that: (a) Infront agrees that the Races Programs may be broadcast by the Authorized Channels as part of the basic packages distributed by cable or satellite services of the Territory, and (b) Infront represents and warrants to

Licensee that it shall not grant Pay Broadcast rights to the Races Programs to broadcasting operators of the Territory.

2.4 Licensee acknowledges and agrees that it is of the essence of this Agreement that:

(a) the Authorized Channels are and shall remain, during the Term, free to air generalist television channels (i.e. television channels having a variety of different themes such as news, fiction, sport, entertainment etc.) broadcast by analogue and/or digital terrestrial means;

(b) all Licensee’s broadcasts of the Races Programs shall be at all times restricted to the Territory and be technically protected and securely geo-blocked in order not to be accessible outside the Territory;

(c) Licensee’s broadcasts of the Races Programs by mobile communication systems or by the Internet (if any) must at all times employ digital rights management or other protection techniques or software to ensure that the video contents of the Races Programs are neither downloaded nor embedded for the purpose of being shared by the users or by third parties’ websites.

Should Licensee fail to meet the requirements provided for in paragraphs (a), (b) and/or (c) above, Infront shall be entitled to request to Licensee the payment of additional fees and/or (as applicable) consequential damages for breach of the rights licensed to other broadcasters caused by Licensee’s transmissions.

2.5 The Media Rights licensed to Licensee under this Agreement may not be granted, sublicensed and/or assigned, in whole or in part, by Licensee to any third party. Should Licensee receive any request footage related to the Races, it shall promptly inform Infront, which shall be the sole entity entitle to negotiate and enter into an agreement with third party.

3. Range of the Exclusivity

3.1 The Media Rights herein are granted to Licensee on an exclusive basis for the Territory, subject however to the following provisions.

3.2 Licensee acknowledges and agrees that each and all Races may be broadcast in the Territory at any time and in any language:

(a) by any television channel, Internet website or mobile platform owned or controlled by “Eurosport”, also co-branded locally;

(b) by overspill of the television transmissions (including e.g. digital terrestrial, cable, cable re-transmission, satellite, DVB-H and/or DMB) of other broadcasters from outside the Territory being receivable in the Territory and by simulcasts of broadcasters located outside the Territory possibly received within the Territory; and

(c) by Internet transmissions in websites of FIS and/or of the national ski associations or local organizers, limited to excerpts lasting a maximum of 5 (five) minutes per Race to be broadcast after the end of the pertinent Race.

3.3 In addition to the rights specified in the preceding Clause 3.2, Infront reserves the following rights, to be exploited and/or assigned to third parties within the Territory:

(a) the right to distribute highlights of the Races, either directly or through news agencies appointed by Infront to grant access to short excerpts of the Races lasting no more than 3 (three) minutes per Race to be broadcast for news access, magazines and other programming purposes;

(b) the right to broadcast highlights of the Races lasting a maximum of 5 (five) minutes per Race on a delayed basis through any media by any ski-business-related entities such as national ski associations, local organizers and sponsors, suppliers and service providers;

(c) the right to use clips/highlights of the Races lasting a maximum of 3 (three) minutes per Race within the context of official Ski World Cup digital applications, social networks, communities of registered users, messaging services, and any other online interactive network, application or service;

(d) the right to live-stream the Races in betting and gambling websites and to distribute the Races via closed circuit to be exhibited in betting shops;

(e) the rights to broadcast the Races on trains and airplanes flying and ships sailing the flag of any and all countries of the world; and

(f) any and all rights to the Races not falling within the Media Rights licensed to Licensee, therein including any theatrical or public exhibition rights, home-video and commercial video rights, library and database rights, rights to use still images and data and timing information relating to the Races independently from television broadcasts, and the like.

The rights specified above shall be exclusively reserved to Infront and are therefore excluded from the Media Rights granted to Licensee under this Agreement.

Third-parties news access rights concerning the Races shall be ensured by Infront in compliance with the criteria set forth in Article 15 of Directive 2010/13/EU. Should Licensee receive any third-party request of news access related to the Races, it shall promptly inform Infront of such request, and infront shall grant the applicants access to edited highlights pf the Programs for news report. Licensee shall be entitled to provide itself these short reports to a third broadcaster only in the event that Infront fails to provide them in accordance with the relevant legislation.

4. Transmission of the Races Programs

4.1 Licensee ensures that its transmission of all the Races will be of high international standards to be expected for world class sporting tournaments, and it shall guarantee that all Races are broadcast on a Free Broadcast basis by the Authorized Channels on a live or slightly delayed (same day) basis. Licensee acknowledges and agrees that the Free Broadcast television coverage guarantee provided in this clause is of the essence of this Agreement. Should Licensee be unable to broadcast the Races on any of the Authorized Channels due to the occurrence of an event of force majeure, Licensee shall, as an alternative, broadcast the Races on the Authorized Website.

4.2 In exploiting the Media Rights to the Races Programs, Licensee shall:

(a) broadcast the Races Programs without modifying their competitive contents and graphic set up, and without editing, altering, deleting or changing any content of the Races Programs other than: (i) to add voice overlays in the Language (i.e. commentary), (ii) to edit excerpts or highlights for news or magazine usage, (iii) to superimpose the Authorized Channels’ own customary standard logo, provided that such imposition is

made in a way that it does not obscure or impair the FIS official graphics and the identification of FIS and/or the Races’ title sponsor and official data/timing processing partners; and (iv) to make minor cuts or alterations in order to comply with the provisions of any duly authorized regulatory or governmental authority;

(b) insert commercial airtime slots during appropriate Races’ intervals or pauses, in accordance with customary industry standard practices and in compliance with and subject to the applicable FIS guidelines and regulations, provided however that: (i) the Races Programs may not be sponsored by companies which products or services are in competition with the title sponsors communicated by FIS before the beginning of each Season, and (ii) Licensee may not permit any advertising in the Races Programs in such a manner as to suggest that the advertised product or service is endorsed by FIS, by the FIS Ski World Cup or by any competing athlete or national team; and

(c) ensure that its exploitation of the Media Rights fully complies with all laws and regulations in force in the Territory, including, if applicable, by obtaining all necessary consents, permits and licenses from any competent authority and by paying any applicable fee due to local collecting societies or other entities in connection with the broadcast of the Races Programs.

4.3 As soon as available, Licensee shall send to Infront (a) prior to the beginning of the applicable FIS Ski World Cup, broadcast schedules of the Races Programs, and (b) subsequent to the end of the applicable FIS Ski World Cup, complete and detailed audience ratings pertinent to each and all the Races Programs telecast by the Authorized Channels. Specifically, on a monthly basis during each Season, Licensee shall provide Infront with the following data/information: (a) the name of the Authorized Channel broadcasting the programs, the exact territorial coverage of the transmission, date, local times, duration of coverage, type of programme (live, delayed, highlights, news, replay), and (b) data for each sequence of transmission including TV ratings, as available to Licensee, in % and converted into “total individuals”.

4.4 All rights, title and interests, including copyright and other intellectual property rights, in all Races Programs as well as in any footage, data and timing information concerning the Races Programs, are and shall remain vested in Infront or FIS, as applicable, for the full term of such intellectual property rights. Licensee is being licensed to use the said copyright material solely to the extent required to exploit the Media Rights.

5. Programs Delivery – On-site Facilities

5.1 Infront shall ensure that the audiovisual feed of the Races Programs is made available to Licensee either on-site or through satellite delivery, at Infront’s option, as follows:

5.2 The Races Programs shall be:

(a) produced in compliance with the relevant FIS TV Guidelines as amended from time to time and comparable to World Feed Standards (i.e. provided with international sound and without commercial breaks and foreign commentators/journalist in vision unless inadvertently in a long shot);

(b) free of graphic or advertising material, except for: (i) FIS official graphics and logos, including the name and logo of the FIS Ski World Cup’s sponsors and the FIS data/timing official partners; (ii) on-site advertisements placed at the Venues in accordance with the FIS regulations; and (iii) possible virtual advertising that FIS and Infront shall have the right to insert in the feed to substitute the on-site advertisements. Licensee acknowledges

and agree that the Races Programs will contain the above-mentioned official graphics, logos and on-site advertisements, and it undertakes to broadcast the Races Programs without editing or deleting the same.

5.3 Licensee shall use the feed of all the Races Programs to the sole extent necessary to exploit the Media Rights licensed under this Agreement, and it shall not in any circumstance distribute or otherwise grant access to the said feed to any third party.

5.4 If so requested by Licensee, Infront shall provide Licensee at the Venues with commentary positions, equipment and other services or facilities and shall charge to Licensee the related costs in accordance with Clause 6.2 below. Should Licensee be willing to integrate or personalize the Races Programs on site (e.g. through interviews, on-site studios, etc.), Licensee shall comply with the technical limitations and logistic co-ordination requirements that Infront will indicate, and it shall utilize the technical means and facilities offered by Infront for such integrations. If it is objectively impossible to proceed with logistic co-ordination, Licensee shall use the technical means and facilities for the integration of the Program that will be offered by Infront at market prices.

5.5 Should Licensee (and/or delegated HB) be present at the Venues during any of the Races, it shall purchase (and provide Infront with details thereof) adequate insurance to cover all risks, including third party risks, arising from all equipment, facilities and operations resulting from its activities.

6. Fees

6.1 In consideration of the Media Rights to the Races Programs licensed by Infront to Licensee for the Expected Seasons Races, Licensee shall pay to Infront the flat net amounts (‘‘Fee”) of € 45.000,00 (forty-five thousand/00 Euros):

6.2 The Fees do not include any consideration for services or technical facilities. All technical costs related to satellite transmissions and on-site technical facilities shall be separately charged and invoiced by Infront on the basis of Infront’s rate-card reflecting the market prices. Specifically:

(a) the technical costs related to the multi-feed transmissions of the Races Program shall be charged and invoiced by Infront on the basis of Infront’s rate-card, which may provide for different costs in case of satellite or fibre delivery;

(b) any commentary positions, equipment and other facilities and/or services requested by Licensee shall be agreed upon with and charged by Infront in accordance with Infront’s rate-card specifications;

(c) all costs and expenses connected to dubbing and shipping of any Program recordings, if requested to Infront, shall be charged by Infront in accordance with Infront’s rate-card specifications;

7. Payments

7.1 The Fees set forth in Clause 6.1 above shall be paid by Licensee in Euro currency by electronic transfer to Infront’s bank account indicated in the relevant invoices, in accordance with the following schedule:

(a) 60% (sixty percent) on or before November 30th 2017and

(b) 40% (forty percent) on or before January10th 2018.

7.2 The technical costs set forth in Clause 6.2 above shall be paid to Infront before the beginning of each Race, upon receipt of Infront’s relevant invoice(s), by Licensee or by the entity responsible for such costs incurred by the Authorized Channels, as will be indicated by Licensee to Infront.

7.3 Infront shall provide Licensee with invoices in triplicate, 15 (fifteen) days before the due payment dates. All payments shall be made by electronic transfer in Euro currency to Infront’s bank account specified on the relevant invoices, net of taxes and other charges and without any offset, deduction or other credit which Licensee may claim to have against Infront.

7.4 Timely payment of any amounts provided hereof is of the essence of this Agreement and a condition for Licensee’s license to broadcast the Races Programs. In the event that any payment is not timely made, Infront shall, in addition to any other rights and remedies available to it under this Agreement or at law, be entitled to charge daily interest on all untimely payments at the monthly rate of 1% (one percent) applied pro rata on a daily basis.

7.5 All considerations under this Agreement do not include potential VAT due in whatever country. Infront is obliged to issue a correct invoice adhering to all requirement for VAT purposes in order to enable Licensee partial or full refund and/or deduction as input VAT to the maximum amount possible according to applicable law. Licensee is obliged to instruct Infront about all such requirements in countries other than Switzerland, which might be needed in order to benefit from partial or full refund and/or deduction as input VAT in whatever country.

7.6 All considerations under this Agreement are net of any further fiscal charges and shall be paid free and clear without deduction based on any currency control restrictions, import duties or any sales, use or other taxes (especially all kind of withholding taxes, independent from whom is deemed to be the debtor of the tax according to applicable law). Should Infront be deemed to have limited tax liability in Licensee’s country of residence in accordance with applicable tax laws in such Licensee’s country of residence, and should such tax liability be assured by a withholding tax to be paid by Licensee, the Fees shall be considered as amount after such withholding tax deduction. Furthermore, Licensee is obliged to submit proof of the payment of the respective withholding tax to Infront. In any case, Infront is obliged to take all reasonable best endeavours in order to enable Licensee to, in 1st priority, partially or fully reduce potential withholding taxes directly at source to the maximum amount possible and/or, in 2nd priority, to enable Licensee to partially or fully refund such withholding tax based on the potential double tax treaties. Such endeavours do in particular contain Infront’s obligation to provide a residency certificate and/or to file or support Licensee with the filing of a request for withholding tax reduction at source and/or withholding tax refund, if such documentation should be necessary or helpful. Licensee is obliged to timely instruct Infront about all requirements in other countries than Switzerland, which might be needed in order to benefit from double tax treaty benefits. In any event, Licensee shall promptly provide Infront with any relevant original tax receipts.

7.7 Should Licensee fail to pay any taxes or charges due and such failure results in additional tax and/or penalties imposed upon Infront, Licensee shall pay Infront the additional taxes or penalties assessed. To the extent any such taxes or charges are paid by Infront, Licensee shall reimburse Infront on demand, and upon Licensee’s failure to reimburse Infront, Infront shall be entitled to all remedies provided for herein with respect to the collection of any unpaid fee or other payment required hereunder, as well as all other remedies provided by law.

8. Changes in the Races Calendars

8.1 The Parties acknowledge and agree that the schedule of the Races is subject to be confirmed by the competent sport authorities, and that any of the Races may be withdrawn by FIS from its official calendars, postponed or cancelled at any time. Moreover, the Races might not be available to Licensee due to technical defects in the live broadcast, carrier unavailability, or any other event not attributable to the negligence or intentional default of Infront.

8.2 With reference to the above possibilities, the Parties agree and undertake that:

(a) if any Race is anticipated or postponed with respect to the dates set by the official Ski World Cup calendars issued by FIS, all terms and conditions of this Agreement shall remain in full force and effect and shall apply to the rescheduled Race(s);

(b) if any Race is moved to a location different from the one originally scheduled by the official Ski World Cup calendars issued by FIS, and Infront owns the relevant rights to the Race(s) to be held in the new location, all terms and conditions of this Agreement shall remain in full force and effect and shall apply to the newly-located Race(s).

8.3 In the event that:

(a) any Race is moved to a different location from the one originally scheduled the official Ski World Cup calendars issued by FIS, and Infront does not own the relevant rights to the Race(s) to be held in the new location; and/or

(b) the Program of any Race is not produced and/or made available to Licensee due to any reason whatsoever; and/or

Then Infront shall provide Licensee with substitute FIS Alpine – Ski World Cup races(s) during the Season the related Fee set forth under Section 6 above shall not be reduced and Infront shall not be held liable in any way or form any resulting losses, damages or costs of any kind incurred by Licensee. In the event that Infront is unable to provide Licensee with any substitute race(s), then a pro rata reimbursement of the Fee shall apply, if so requested by Licensee.

8.4 In all cases provided for in Clauses 8.3 above, if the Races that have been cancelled during their execution are considered valid by FIS, they shall also be considered valid under the terms of this Agreement and not accounted as missing Races.

8.5 If any of the Races Programs becomes unavailable to Licensee for any reason whatsoever, Infront shall not be held liable in any way or form for any losses, costs or damages, whether direct, incidental or consequential, incurred by Licensee. Except as provided in the preceding provisions of this Agreement, no further reduction or reimbursement of any sort may, under any circumstances, be given by Infront to Licensee, and in no case Licensee shall be entitled to apply or claim charges of any sort towards Infront, including for losses, costs, liabilities, indemnities or damages, whether direct, incidental or consequential.

8.6 If any of the Races Programs made available by Infront is not broadcast by Licensee due to any decision, action or event attributable to Licensee or any public authority of the Territory, such occurrence shall not lead to any reduction of any consideration payable to Infront under this Agreement.

9. Term

9.1 This Agreement shall expire at the end of the Term. Notwithstanding the foregoing, the obligations to be performed after the Term, if any, shall survive for as long as they are fully performed by the Parties.

9.2 On expiration or early termination of this Agreement, for any reason whatsoever, all licenses and rights granted to Licensee hereunder shall terminate and automatically revert to Infront.

10. Termination

10.1 Infront may, at its discretion at any time, suspend or terminate this Agreement by written notice to Licensee if: (a) payment of the Fees (or any part thereof) or any other consideration due in accordance with the payment schedule set forth in this Agreement is late and has not been paid by Licensee within 7 (seven) business days of being called upon to do so by way of written notice; or (b) Licensee fails to observe or perform any other of its duties and/or obligations hereunder and, where such breach is capable of remedy, it does not remedy such failure within 15 (fifteen) business days of being called upon to do so by way of written notice; or (c) Licensee becomes bankrupt or insolvent or enters into liquidation (other than a voluntary liquidation for the purposes of reconstruction, amalgamation or similar reorganization) or enters into any arrangement or composition with its creditors or any of them, or has a receiver or administrator appointed over all or a part of its property or assets. Suspension or termination of this Agreement by reason of Licensee’s default shall be without prejudice to Infront’s accrued rights and remedies under this Agreement, including Infront’s right to claim the Fees in full.

10.2 Licensee may terminate this Agreement forthwith by way of written notice if: (a) Infront commits a material breach of this Agreement and, where such breach is capable of remedy, it does not remedy such breach within 15 (fifteen) business days of being called upon to do so by way of written notice; or (b) Infront becomes bankrupt or insolvent or enters into liquidation (other than a voluntary liquidation for the purposes of reconstruction, amalgamation or similar reorganization) or enters into any arrangement or composition with its creditors or any of them, or has a receiver or administrator appointed over all or a part of its property or assets.

11. Representations, Warranties and Indemnities

11.1 Infront represents, warrants and agrees that:

(a) it has full power and authority to grant the Media Rights to the Races Programs in accordance with the terms and conditions of this Agreement;

(b) the person(s) executing this Agreement on behalf of Infront has(have) been fully authorized by Infront to execute this Agreement on its behalf and no other approval by Infront or any third party is required to enable Infront to fully carry out its obligations under this Agreement; and

11.2 Licensee represents, warrants and agrees that:

(a) it has the right to enter into and fully perform this Agreement;

(b) the person(s) executing this Agreement on behalf of Licensee has(have) been fully authorized by Licensee to execute this Agreement on its behalf and no other approval by Licensee or any third party is required to enable Licensee to fully carry out its obligations under this Agreement; and

(c) in exploiting its Media Rights under this Agreement, it shall respect any and all terms and conditions and fully comply with all duties and obligations set forth in this Agreement.

11.3 Each Party warrants to the other that it will at all times during the term of this Agreement comply with all applicable laws (including, but not limited to, anti-bribery and anti-corruption laws, such as the Foreign Corrupt Practices Act and the UK Bribery Act, or laws pertaining to trade and financial sanctions, including those adopted by the United Nations, the European Union and the United States, or any other applicable sanctions laws) and that it will not use the funds to be provided under this Agreement for any activity which is prohibited under the United Nations, the European Union, the United States or any other applicable sanctions laws or make available any funds received under this Agreement to any person, entity or body which is designated by the United Nations, the European Union, the United States or in any other applicable sanctions laws as the target of an asset freeze.

11.4 The Parties agree to indemnify and hold each other and its parent, subsidiary and affiliated companies and their respective officers harmless from any and all claims, damages, liabilities and expenses arising out of a breach of warranty, representation, or other material term or provision of this Agreement, provided that prompt notice in writing is given of any claim or litigation to which this indemnification applies.

11.5 Licensee acknowledges that a protection from unauthorized uses by third parties of the audiovisual material related to the Races Programs cannot be guaranteed by Infront. Should either Party become aware of the unauthorized use of footage of the Races Programs in the Territory, it shall inform the other Party and both Parties shall agree on the appropriate reasonable steps to be undertaken in order to cease any such third party unauthorized exploitation. Licensee shall directly enforce its rights against any third party making any use of the footage of the Races Programs without the permission of Infront, in which case Licensee shall notify Infront of its intent, keep Infront apprised of any relevant submissions and developments and comply with any instructions that Infront may provide in order to protect the interests of Infront and/or of the Races organizers.

12. Miscellaneous Provisions

12.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter of this Agreement, superseding all prior negotiations, preliminary agreements, letters of intent, deal memos, correspondence or understandings, whether written or oral, and may not be changed, altered or modified in any manner whatsoever, except by a written amendment or addendum signed by the duly authorized representatives of the Parties. No waiver, amendment, renewal, extension or modification of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver, amendment, renewal, extension or modification is sought to be enforced.

12.2 Contract Assignment. Neither Party shall have the right to transfer or assign to third parties this Agreement, in whole or in part, without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Infront may freely

assign this Agreement to any affiliated or subsidiary corporate body of its group, or to any successor by way of amalgamation.

12.3 Confidentiality. Neither Licensee nor Infront shall disclose to any third party (other than its respective employees, in their capacity) any information with respect to the terms and conditions (financial or otherwise) of this Agreement, except: (a) to the extent necessary to comply with any law or valid order issued by a court of competent jurisdiction, and in that case the Party making the disclosure shall also notify the other and shall seek confidential processing of the information disclosed; (b) as part of its normal reporting or procedures of review to its parent company, its auditors and its attorneys, provided, however, that the parent company, auditors and attorneys agree to be bound by the provisions of this clause; and (c) in order to enforce or exercise its rights pursuant to this Agreement.

12.4 Force Majeure. None of the Parties shall be deemed to be in breach of this Agreement if it fails to perform any of the obligations hereunder because of any act of God, inevitable accident, weather conditions, fire, flood, lockout, strike or labour dispute, failure of technical or transmission equipments, riot or civil commotion, or any other act or fact beyond its control, provided always that the performance of such obligations shall be resumed by the Party to this Agreement affected by the impediment as soon as practicable after the force majeure event has ceased producing its effects.

12.5 Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing in the English language and shall be sent by certified or registered mail, or by express courier, or by e-mail with a copy also sent by one of the foregoing methods, to the respective Parties at the addresses set forth below (or at such other addresses as may, from time to time, be given to the other Party in writing):

- For Infront: Infront Sports & Media AG, Xxxxxxxxxxx 0, X.X. Box, 6302 Zug, Switzerland – Telephone: +(41) (00) 0000000 – To the attention of Xxxxx Xxxxx – E-mail: xxxxx.xxxxx@xxxxxxxxxxxxx.xxx

- For Licensee: Radio and Television of Slovakia, Mlynska Dolina 84545 Bratislava, Slovakia– Telephone: (x000 0000 0000 – To the attention of Xxxxxx Xxxxxxxxxxx – E-mail: Xxxxxx.Xxxxxxxxxxx@xxxx.xx

12.6 Severability. Should one or more of the provisions of this Agreement be or prove to be invalid or illegal or unenforceable in any respect, the Parties hereto shall agree on a legally effective substitute provision that comes as close as possible to the economic purpose of the respective invalid or conflicting provision. The invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions.

12.7 Waiver. The failure by any Party to insist upon strict performance of any covenant or condition of this Agreement, in any one or more instances, shall not be construed as a waiver or relinquishment of any such covenant or condition in the future, but the same shall be and remain in full force and effect.

12.8 Independent Contractors. This Agreement does not appoint either Party the agent of the other, or create a partnership, joint venture or similar relationship between the Parties, and neither Party shall have the power to obligate or bind the other or to create a liability against the other in any manner or for any purpose whatsoever other than as expressly provided for herein. The Parties hereto shall act in all respects as independent contractors.

12.9 Languages. The English text of this Agreement is the only authentic text. Any translation into other languages may not be construed as an instrument to interpret this Agreement.

12.10 Counterparts. This Agreement may be executed in 2 (two) counterparts (which may be transmitted by fax or by electronic transmission in Portable Document Format (“PDF”) or the equivalent), each of which shall be deemed an original and which, when taken together, shall constitute one and the same instrument.

13. Governing Law - Jurisdiction

13.1 This Agreement shall be exclusively governed by, and construed in accordance with the laws of Switzerland.

13.2 The Parties agree to try to solve any possible controversy deriving from or connected with this Agreement by mutual satisfactory understanding for a period of at least 15 (fifteen) days. If a settlement among the Parties is not possible, any dispute arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the civil courts of Zug, Switzerland.

13.3 Notwithstanding the foregoing, Infront may bring an action against Licensee before any court of competent jurisdiction in the Licensee’s country of domicile, the applicable law being in such case that of the Licensee’s country of domicile. Should any such action be brought by Infront before a court of domicile of Licensee pursuant to this clause, then neither Party may refer any matter that is the subject of such action to the Swiss court provided in the preceding clause, either during the proceedings or after the judgment.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives as of the date first above written.

INFRONT SPORTS & MEDIA AG ROZHLAS A TELEVÍZIA SLOVENSKA

__ _ _ Name: Xxxxx Xxxxx

Title: Executive Director Winter Sports

__ _ _ Name: PhDr. Xxxxxxxx Xxxxxx

Title: General Director

__ _ _ Name: Xxxxxxxx Xxxxxx

Title: Executive Director

__ _ _ Name: [NAME]

Title: [TITLE]

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Výpis zo zmluvy FIS svetové preteky v lyžovaní Licenčná zmluva

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