Contractual issues, particularly referring to the terminology and definitions (e.g. titles and responsibilities)

Transcription

1 Contractual issues, particularly referring to the terminology and definitions (e.g. titles and responsibilities) Luisa Creaţă, Expert Seminar on collective management targeting the professionals of Turkish CMOs Istanbul (Turkey), September 12 th 2018

2 TYPES OF CONTRACTS 1. Assignment 2. License

3 1. Contracting parties GENERAL CLAUSES 2. Subject of the contract 3. Duration of the contract 4. Value of the contract 5. Obligations of the parties 6. Liabilities of the parties

4 ASSIGNMENT 1. Parties identification of the parties; always a right holder and a CMO 2. Subject assign the right to collect and distribute in the name and on behalf ofthe right holder; identification ofthe rights 3. Duration based on the parties agreement or on the provision of the law 4. Value according to the Law or based on the parties agreement 5. Liabilities ofthe parties 6. Identification of the repertoire always in addendum and in a specific format which shall give enough information in order to identify each work

5 Assignment Agreement Example/1 No. / / / 2013 Assignment The undersigned......, Romanian legal person, registered with the Trade Register under No......, having Unique Identification Number......, Bank account......, opened at..., with headquarters in the... Street......, no..., block..., floor app,... sector, phone fax..., , legally represented by Mr. (Mrs.) as......, having as main / secondary business activity......, as a producer of works cinematographic and other audio-visual works, based on the Law no.8 / 1996 on related rights, and under the conditions provided by the [CMO] status, I hereby exclusively assign to [CMO], as a collective management organisation in the audio-visual field to collect, administer and distribute the following rights: the economical right to compensatory remuneration for the private copy; the economical right of cable retransmission. the economical right for communication to the public ambient usage

6 We also assign [CMO] to represent us in the various legal proceedings (court, arbitration, judicial expertise, etc.) that may occur during the term of office related to the present assignment. In the execution of the present assignment, we will do the following: Strengthening the Turkish Copyright System with a Focus on Fostering Creative and Copyright Based Industries Assignment Agreement Example/2 provide the list of audio-visual works produced or represented by us up to this date, as set out in the annex to this assignment; declare the list of audio-visual works within 10 days from the date of making them available to the public; In our professional relations, we will inform our partners about our obligations to the [CMO], if such information is requested or is needed; notify in writing any modification of company identification data, including its legal representative, within 10 days of any change in this respect. We declare that: We took note of the provisions of the [CMO] statute as a collective management organisation for the related rights of audio-visual producers; we are not a member of any other collective management organisation We are a member of another collective management organisation, namely:..... (please choose one of the above) CMO Date: Member Date:

7 Addendum - Repertoire Strengthening the Turkish Copyright System with a Focus on Fostering Creative and Copyright Based Industries Assignment Agreement Example/3 Nr. crt. Titlul videogramei Denumire episod Genul videogramei Tara de producție 1 PRIN OBIECTIV 09/01/2017 DIVERTISMENT ROMANIA 2 PRIN OBIECTIV 10/01/2017 DIVERTISMENT ROMANIA Codul de Titular de drepturi Producator/C oproducator identificare Antena TV Group SA Antena TV Group SA Artist interpret/ executant/ formatie grup Drept uri gestio nate Cota drept uri detin ute (%) Durata videogra mei Data declararii videogramei la OGC Anul de la care se calculeaza termenul de protectie ANTENA 1 BRASOV 7, 8, 9 100% 00:25: ANTENA 1 BRASOV 7, 8, 9 100% 00:19: Contrac te de reciproc itate Observati i toate teritoriile toate teritoriile 3 PRIN OBIECTIV 11/01/2017 DIVERTISMENT ROMANIA 4 INSUPORTABIL 12/01/2017 DIVERTISMENT ROMANIA Antena TV Group SA Antena TV Group SA ANTENA 1 BRASOV 7, 8, 9 100% 00:25: ANTENA 1 BRASOV 7, 8, 9 100% 00:27: toate teritoriile toate teritoriile

8 License Agreement 1. Parties identification of the parties; always a user and a CMO 2. Subject the right to use the repertoire according to a methodology or to the parties agreement 3. Duration according to the methodology or to the parties agreement 4. Value - according to the methodology or to the parties agreement 5. Parties obligations providing information related to the use 6. Parties liabilities

9 Cable Agreement Example/1 The [CMO], Romanian non-profit organisation, registered with the Association and Fundation Registry under the number., having Fiscal Number, Bank account, opened at, with headquarters in the... Street......, no..., block..., floor app,... sector, phone fax..., , legally represented by Mr. (Mrs.) as......, and The undersigned......, Romanian legal person, registered with the Trade Register under No......, having Unique Identification Number......, Bank account......, opened at..., with headquarters in the... Street......, no..., block..., floor app,... sector, phone fax..., , legally represented by Mr. (Mrs.) as......, having as main / secondary business activity......, have concluded the following agreement: I. Object The [CMO] authorize the [company] to use through cable retransmission [insert the definition of the cable retransmission according to your Law] for the territory of Romania. II. Duration The contract shall be valid from the moment of its conclusion till.

10 Cable Agreement Example/2 III. Value For the use by the [company] through cable retransmission of the CMO s repertoire, the [company] shall pay a percentage of % from the calculation base. The calculation base is represented by the total income of the [company] from the activity of cable retransmission. The payment shall be due on the 20 th of the next month for the month it is paid for. The payment shall be made within the following bank account:.. For the late payment, the [company] shall pay a penalty of % per day, till the payment shall be done. IV. Providing the information The [company] shall provide [CMO] until the 15 th of the next month a report which shall contain the following information for the previous month: a. A complete lists of the TV programs b. Number of the subscribers c. Value of the subscription d. Calculation base

11 Cable Agreement Example/3 V. Limitations The license is non-exclusive. The license is personal and cannot be transferred to another person. The present license is limited to the use described within the art. I Object of the contract. VI. Liabilities Each Party will indemnify and defend the other party from the negligent or wrongful observance of the present agreement. In all cases the damages and indemnifications shall be established and proven before the competent Courts of justice. VII. Litigation Any and all disputes or litigation between the parties arising out of or in connection with this Agreement (whatever the cause of action) shall be conducted exclusively in the courts of the jurisdiction VIII. Miscellaneous No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties.

12 Teșekkürler! Luisa Creaţă, Expert Seminar on collective management targeting the professionals of Turkish CMOs Istanbul (Turkey), September 12 th 2018