HBA agreement EYD 2017 Final Copy Czech Television VAT No.: CZ00027383 and The European Broadcasting Union VAT No.: CHE-107.741.078 HOST BROADCASTER AGREEMENT No. 1083852/542 Object of Agreement: terms and conditions of the Eurovision Young Dancers Price or value: 325.000 EUR Date of signature: Ç . ¿ # 0 / ^ HBA agreement EYD 2017 Final Copy HOST BROADCASTER AGREEMENT SCHEDULE FOR THE 2017 EUROVISION YOUNG DANCERS Parties The European Broadcasting Union (EBU) EBU an association duly established under Swiss law, having its headquarters at L'Ancienne-Route 17A, Case postale 45, CH-1218 Grand-Saconnex - Switzerland Ceska Televize (CT) Host Broadcaster an organisation duly established under Czech law, having its headquarters at Kavci Hory, 140 70, PRAHA 4, Czech Republic Detai s 2 « HBA agreement EYD 2017 Final Copy 3 » HBA agreement EYD 2017 Final Copy TERMS AND CONDITIONS OF THE 2017 THE EUROVISION YOUNG DANCERS HOST BROADCASTER AGREEMENT Preamble The present Agreement defines, in addition to (or as appropriate, in implementation of) the Rules, the organisational and technical infrastructure necessary for a broadcasting organisation to assume the role of host broadcaster of the EYD. The present Agreement shall consist of the Schedule as well as of the present Terms and Conditions (included this Preamble which shall be contractually binding) and shall be read in conjunction with the Rules, which shall be binding and form an integral part thereof. The Agreement and the Rules shall be construed in accordance with the overall format of the EYD, as interpreted by the EBU Executive Supervisor. The EBU Executive Supervisor shall have final word in case of inconsistencies between any of the above-mentioned documents. The Host Broadcaster of the EYD shall be an EBU Member and shall be entitled to delegate and/or to assign to third parties parts of the organisation and the production of the EYD only with the prior approval of the EBU. The Host Broadcaster shall organize the Event and produce an audiovisual entertainment programme, which shall take place on the date and place indicated in the Schedule hereafter referred to as the "Show". The Show may be referred to only as the "Eurovision Young Dancers followed by the year during which the EYD takes place" and/or the national approved translated equivalent thereof. The official logos shall always be used, guidelines for the use of such logos shall be provided by the EBU. No other logos or title may be used at any time. Definitions When capitalised hereafter, the following expressions shall have the following meaning: Applicable Law": shall mean (i) all applicable mandatory laws, regulations and decrees in the Host Country and (ii) all operating terms and policies imposed on the Host Broadcaster by its national broadcasting authority. "EBU Executive Supervisor": shall mean the person appointed by the EBU to supervise the organisation of the EYD and the production of the Show. "EBU Contribution": shall mean the sum consisting of the Participation Fees to be paid by the Participating Broadcasters minus the sums listed under Article 4.2.2, such sum shall be collected by the EBU and the amount to be paid by the EBU to the Host Broadcaster for services provided by the Host Broadcaster during organisation of the competition and for the licence to use the Show assigned by the EBU on the basis of this Agreement, is indicated in the Schedule. "EYD": shall mean the Eurovision Young Dancers due to take place in the year indicated in the Schedule attached hereto. "EYD Website": shall mean the official website of the Eurovision Young Dancers located at www.younqdancers.tv "Event": shall mean all the staging of the EYD and all associated and ancillary activities needed to be implemented for the EYD and to be organised for the EYD to take place (including, but 4 HBA agreement EYD 2017 Final Copy not limited to, the Show, the television production of the Show, the press conferences, the press centre, the press releases, the dress rehearsals and the social programme). "International Sponsors": shall mean sponsors of the EYD which may be granted international rights should a centralized marketing programme be implemented by the EBU. "Marketing Agent": shall mean the exclusive marketing agent which may be appointed by the EBU should the centralized exploitation of the EYD be implemented by the EBU. "National Sponsors": shall mean sponsors which are granted rights only for the host territory. "Participating Broadcasters": shall mean the EBU Active Members participating in the EYD (i.e. those broadcasters entering a contestant in the EYD) "Participating Fees": shall mean the fees to be paid by the Participating Broadcasters in consideration of the rights granted to them under the Rules "Press Conference Material": shall mean any master documentation and recording of press conferences as well as interviews filmed and recorded by the Host Broadcaster or any production company appointed to that end. "Steering Group": shall mean the executive expert committee to represent the interests of the Participating Broadcasters and take decisions on their behalf in the frame of the organization and the production of the EYD. "Rules": shall mean the rules for the EYD which are applicable for the year indicated in the Schedule attached hereto and are attached to this contract "Show": shall mean the television programme which shall be held and produced on the date and time indicated in the Schedule attached hereto. "Subcontractor": shall mean any third-party company appointed by the Host Broadcaster with the prior written approval of the EBU for services related to the organization of the Event and/or production of the Show. Article 1 Organisation of the Event 1.1 Principles of cooperation 1.1.1 EBU Executive Supervisor (a) Cooperation (i) The Host Broadcaster shall cooperate closely with the EBU Executive Supervisor on planning all creative, organizational and economic aspects of the Event. (ii) In particular, it shall make full information on the planning, preparation and financing of the event available to the EBU Executive Supervisor, and the EBU Executive Supervisor's involvement may not be hindered at any time. 5 HBA agreement EYD 2017 Final Copy (iii) The EBU Executive Supervisor may delegate some or all of the duties herein assigned to him to another representative of the EBU, subject to the approval of the Steering Group. (b) Responsibility The Host Broadcaster is responsible for all rights and duties whatsoever connected with organizing the Event, producing and transmitting the Show, under the guidance of the EBU Executive Supervisor. The latter has the final word in any disputes between the Participating Broadcasters and the Host Broadcaster always taking into account that such decision does not conflict with the Applicable Law. (c) Follow-up Together with the EBU Executive Supervisor, the Host Broadcaster shall establish, and maintain on a continuing basis, a checklist indicating exactly when and how the requisite arrangements stipulated under the present Agreement and/or the Rules are being carried out. It shall include a full budget breakdown, and monthly updates of the budget shall be provided to the EBU Executive Supervisor upon explicit request from EBU Executive Supervisor. All communications to the Participating Broadcasters and to the Steering Group shall be coordinated by the EBU Executive Supervisor. 1.1.2 Host Broadcaster's Executive Producer (the "Executive Producer") (a) Main point of contact The Host Broadcaster shall designate an Executive Producer and coordinator to be the main points of contact between the EBU and the Host Broadcaster regarding all matters in connection with the EYD. The Executive Producer must be de facto the executive producer for the EYD and shall have a mandate to decide on budgets, operations and content; The Executive Producer must be a permanent employee of the Host Broadcaster and is subject to the prior approval of the EBU Executive Supervisor. (b) Member of the Steering Group In addition the Executive Producer shall take part in the meetings of the Steering Group. 1.1.3 Core Production Team The Host Broadcaster shall, in cooperation with the EBU Executive Supervisor, appoint a core production team and indicate the names of the persons occupying all major positions. 1.1.4 Contracts for the EYD/Subcontractinq (a) Prior approval Where the Host Broadcaster needs to subcontract a material task regarding a part of the Event, the third party to be entrusted with such task shall be subject to the prior approval of the EBU Executive Supervisor. The Host Broadcaster shall, in all cases, retain full responsibility and shall ensure that all its obligations are met by the third party. Subcontracting of the Show in its entirety shall in no case be allowed. For the avoidance of doubt, the Host Broadcaster shall not need to inform the EBU about minor contracts which are not linked to the production of the Show or a major part of the organization thereof. (b) Contracting party/assignability (i) All contracts which need to be concluded in relation to the EYD shall be signed by the Host Broadcaster in accordance with the deadlines agreed with the EBU Executive Supervisor. 6 HBA agreement EYD 2017 Final Copy (Ü) All such contracts shall provide that all rights and obligations deriving therefrom can be fully assigned to the EBU if so requested by the EBU should the Event be transferred to another country as per Article 5.2.2 below and provide a clause according to which the Subcontractors shall discharge their obligations thereunder in accordance with the EBU's instructions should they be transferred to the EBU. A copy of such contracts shall be provided to the EBU. (iii) Exceptionally, the EBU may contract with some partners at the request of the Host Broadcaster, which shall be bound by the obligations of the EBU towards such partners.