the european broadcasting union

HBA agreement EYD 2017

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Czech TelevisionVAT No.: CZ00027383

and

The European Broadcasting UnionVAT No.: CHE-107.741.078

HOST BROADCASTER AGREEMENTNo. 1083852/542

Object of Agreement: terms and conditions of the Eurovision Young Dancers

Price or value: 325.000 EUR

Date of signature: Ç . ¿ # 0 / ^


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HOST BROADCASTER AGREEMENT

SCHEDULE FOR THE 2017 EUROVISION YOUNG DANCERS

Parties

EBU The European Broadcasting Union (EBU)an association duly established under Swiss law,

having its headquarters at L'Ancienne-Route 17A, Case postale 45, CH-1218 Grand-Saconnex - Switzerland

Host Broadcaster Ceska Televize (CT)an organisation duly established under Czech law,

having its headquarters at Kavci Hory, 140 70, PRAHA 4, Czech RepublicDetai s

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«HBA agreement EYD 2017

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TERMS AND CONDITIONS OF THE 2017 THE EUROVISION YOUNGDANCERS

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.

"EBUContribution": 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 theSchedule 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 tobe implemented for the EYD and to be organised for the EYD to take place (including, but

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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).

"InternationalSponsors": shall mean sponsors of the EYD which may be granted international rights should a

centralized marketing programme be implemented by the EBU.

"MarketingAgent": 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 theSchedule attached hereto and are attached to this contract

"Show": shall mean the television programme which shall be held and produced on the date andtime 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 1Organisation 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.

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(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.

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(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. The EBU shall discretionally decide whether it shall contract with partners on behalf of the Host Broadcaster. If the EBU enters into such contracts, the EBU shall deduct all the payments made by the EBU to the said partners from the contribution of the Participating Broadcasters to be paid to the Host Broadcaster

1.2 Tasks

1.2.1 Venue

(a) Identification and approval of the Venue

By an agreed date the Host Broadcaster shall identify a suitable venue, which allows for the Event and the Show to take place in accordance with the provisions of the present Agreement and shall be equipped as per Annexe 1. The venue shall be subject to approval by the EBU Executive Supervisor in consultation with the Steering Group. The venue where the Event shall take place is indicated in the Schedule.

(b) Booking of the venue by the Host Broadcaster

The Host Broadcaster shall be responsible for booking the venue for a duration to be agreed upon with the EBU Executive Supervisor.

1.2.2 Security

(a) Contestants. Delegations and staff

The Host Broadcaster shall ensure the safety and the security of all the contestants and all the members of their Delegations throughout the Event, within the Venue.

(b) Coverage of the Event, production of the Show

The Host Broadcaster shall use best efforts to ensure that the coverage of the Event, the staging, all individual performances and the production of the Show are free from any interruption and/or interference and shall use best efforts to prevent and/or stop such interruption and/or any interference as the case may be.

(c) Security Plan

To that end, the Host Broadcaster shall present, by the Security Plan Deadline, a detailed security plan in cooperation with the local authorities to be approved by the EBU Executive Supervisor. The plan must provide for, at all times throughout the EYD Week, security in and around the venue and at the selected hotels during the recordings and the social events and detail what measures shall be implemented therefore.

1.2.3 Liability insurance

The Host Broadcaster declares that it has concluded an insurance contract for liability insurance including:

Liability insurance for damages incurred otherwise than to health, by damage, destruction, loss or theft of itemsLiability insurance for damages to the used movable items

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Liability insurance for damages to insured items taken receipt of, which are the subject of an obligationRegressive compensationLiability insurance for non-property damageLiability insurance for damages caused to a child pursuant to Act No 435/2004 Coll., on employment.

1.2.4 Services for the Delegations

The Host Broadcaster shall ensure that the services listed in Annexe 2 are duly delivered for the benefit of the Delegations.

1.2.5 Tickets

(a) Availability of tickets

The Host Broadcaster shall, for each dress rehearsal and the Show guarantee

Each Participating Broadcaster's delegation shall also be given the possibility of ordering 10 additional tickets for each dress rehearsal and for the Show.

Reservation of tickets shall be made before the Ticket Reservation Deadline

(b) Price of tickets

1.2.6 Accreditation

The EBU and the Host Broadcaster acknowledge and agree, that entrance to the Venue is subject to a valid accreditation or a valid ticket for the Show.

Accreditation at the Event itself shall be administered by the Host Broadcaster, under the supervision of the EBU accreditation representative, in accordance with the guidelines set out in Annexe 3. A Head of Accreditation shall be appointed by the Host Broadcaster and shall be easily contactable before and during the EYD Week. The Host Broadcaster shall ensure that the accreditation rules are respected. Accreditation for the organisers with full access is subject to review by the EBU accreditation representative.

1.2.7 Press

(a) Relations with the press and the media

(i) The Host Broadcaster must take any precautions necessary to ensure that all accredited persons, and especially journalists, can work under the best possible conditions. This includes respect for freedom of the press, provision of assistance in setting formalities on entry into the country, etc.

(ii) A Head of Press shall be appointed by the Host Broadcaster and easily contactable before and during the EYD Week.

(iii) All draft press releases in relation to the EYD shall be first submitted to the EBU Executive Supervisor before being released to the national or international media.

(iv) The EBU and the Host Broadcaster shall establish a mailing list of journalists and shall jointly issue EYD news to them.

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(v) The Host Broadcaster shall provide an international press kit (in English) for the international media.

(b) Press conference

A press conference schedule shall be drawn up permitting a press conference to take place following the Show, for the winner. An experienced member of the press centre staff (who is fluent in English) shall act as a moderator at all press conferences.

1.2.8 Working conditions for the participating delegations, fans and the international press during a Eurovision live event.

(a) Freedom and access to information

All participants, delegations, fans and international press must be guaranteed the right of free expression, assembly and contact with the citizens of the host country, in accordance with European standards and Applicable Law.

(b) Visas and access to accreditation

The Host Broadcaster will provide assistance during settlement of formalities for entering the country to all participants (including organisers, partners and delegations), to be able to sufficiently in advance - acquire an entrance visa for the entire duration of the Event.

(c) Access to public facilities and freedom of movement

All participants, fans and accredited journalists shall have free access to all public facilities and shall be able to move around in the host city and country without any authorization or restriction.

(d) Freedom of speech and to interview

All participants, fans and accredited journalists shall have the right to talk with or interview, also with the purpose of publication, all citizens of the host city and country.

(f) European Convention on Human Rights

The Government of the host country shall guarantee freedom of expression, in accordance with Article 10 of the European Convention on Human Rights and in line with the case-law of the European Court of Human Rights, to all participants, fans, accredited journalists and the individual citizens of the country.

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Article 2 The Show

2.1 Rehearsals and staging

2.1.1 Rehearsals

(a) Schedule

The Host Broadcaster shall organise a number of dress rehearsals for the Show throughout the EYD Week as per a schedule to be agreed upon with the EBU Executive Supervisor.

(b) Requirements

(i) The Host Broadcaster shall ensure the presence of the on-screen presenters of the Show and other featured artistes as required during rehearsals.

(ii) The Host Broadcaster may restrict the number of persons allowed on stage during rehearsals to the artists themselves and only two representatives of their delegation (ideally the Heads of Delegation and the manager/choreographer of the artists).

2.1.2 Staging

(a) Requests of participants

The Host Broadcaster shall make every effort to meet the requests of participants in relation to the stage performance of their dance, where feasible and insofar as the request does not conflict with the creative concept of staging the Show.

(b) Compliance with the Rules

The Host Broadcaster is responsible for the performances being in accordance with the Rules (concerning the length of the dance, etc.). In this regard, the EBU Executive Supervisor shall be the final adjudicator in any disputes between participants and the Host Broadcaster.

2.2 Production of the Show

2.2.1 Requirements

(a) Duration and Dates

The Host Broadcaster shall ensure the complete production of one live uninterrupted television programme, i.e. the Show which shall last approximately one hour and thirty minutes, on the date and time mentioned in the preamble of the present Agreement.

(b) Content

(i) The Show must be produced in accordance with top-level quality and editorial standards. The production must follow the attached "Production design instructions" (see Annexe 4 hereto). The final decision on all editorial elements shall be taken by the EBU Executive Supervisor.

(ii) The Host Broadcaster acknowledges that the EYD is a non-political entertainment programme. In no case shall the Show convey any direct or indirect political messages of any kind. Breach of this provision shall be sanctioned in accordance of Articles 5.2.2 and 5.3 of the present Agreement.

(iii) The running order and the script of the Show shall be subject to the Steering Group's prior approval.

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(c) Presenters

The Host Broadcaster shall appoint an international presenter who is able to host the Show in English. The international presenter to be appointed for the Show shall be neutral and shall not have been involved in any manner whatsoever in the creation of the dance choreography of any participant. The international presenter shall not make any gestures or speeches of a political, commercial or similar nature or use swearing or other unacceptable language, and/or make any sexist, racist or otherwise unduly discriminatory comments about the contestants or dances.

(d) Choreographer

The Host Broadcaster shall contract one choreographer of international renown for the duration of the Event, who shall be approved by the Steering Group. The fee to be paid to such choreographer as well as the travel and accommodation costs shall be borne by the Host Broadcaster.

(e) Jury

The Host Broadcaster shall contract a jury to vote in the Show as per the process described in the Rules. The jury to be appointed shall be composed of 3 persons and the Host Broadcaster shall obtain the Steering group's prior approval on the identity of the appointed members. For the avoidance of doubt, members of the Jury shall be proposed by the Steering Group and contracted by the Host Broadcaster.

The fee to be paid to the jury members as well as the travel and accommodation costs shall be borne by the Host Broadcaster.

2.2.2 Commercial breaks

The Host Broadcaster shall provide for at least one slot (e.g by inserting a recap of the performances) for one commercial break during the Show for those Participating Broadcasters wishing to use them. The exact number of such breaks and duration shall be decided by the EBU Executive Supervisor in cooperation with Host Broadcaster no later than 31 October 2017.

2.2.3 Trailer

The Host Broadcaster shall prepare and deliver a trailer for the EYD in international version, with no spoken or written text except for the official logo of EYD (a timecoded script may be provided to allow Participating Broadcasters to record voice-overs in their national language). This should be delivered in broadcast quality (respecting technical specifications delivered by the EBU Executive Supervisor to Host Broadcaster by 15 June 2017) to the Participating Broadcasters, electronically (via the EBU) by the Trailer Deadline.

2.2.3 Credits/On screen inclusion

(a) Prior approval of the EBU Executive Supervisor

The end-credit list (title roll for the international signal) for the Show shall be approved by the EBU Executive Supervisor.

(b) Content

The title roll for the Show (both the national and the international signal) shall refer to the Eurovision Young Dancers as an EBU co-production and shall include an identification in the following manner:

(i) © Acronym/name of the Host Broadcaster- /EBU followed by the year during which the Showis produced

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(ii) The names and/or logos of International Sponsors or other marketing partners (if any) may appear in the end-credits only insofar as agreed with the EBU, and to the extent allowed under the Applicable Law of the Host Broadcaster and the Participating Broadcasters.

(Hi) It is agreed that the National Sponsor appears in the national end-credits of the Show, exact form of inclusion to be approved by the EBU Executive Supervisor.

(iv) An on-screen reference to the EYD Website in the end credit of the Show.

2.3 Signal for the Show

2.3.1 Signal to be delivered

(a) Criteria

The Host Broadcaster shall ensure live delivery of a first-class international signal of the production of the Show to the Eurovision network.

The international signal to be delivered shall be a clean signal. The international signal for the Show shall be free of any national commercial branding and shall comply with the instructions of the EBU Executive Supervisor, including, inter alia, insertion of on-screen identification of the providers appointed by the EBU (if any), as well as the scoreboard computer graphic display for the results of the Jury.

(b) Delivery

To guarantee optimum reception by the Participating Broadcasters even under the worst weather conditions, the Host Broadcaster shall ensure that the international signal of the Show is of first-class quality and is delivered live from the venue to the Eurovision Network by satellite and fibre (at the Host Broadcaster's cost) to the Eurovision gateway as to be agreed upon with, and indicated by, Eurovision Operations. This should enable the Eurovision network to be accessed by the Participating Broadcasters with full back-up.

2.3.2 Back up

The Host Broadcaster shall tape the Dress Rehearsal of the Show. The recording will be used as a local back-up by those broadcasters transmitting the Show live. The recording should be started and played in such a way that the best feasible synchronicity is maintained during the broadcast. In the event of loss of the live signal, due to a rain fade, interference or some other technical problem, the local recording should be put on the air for the duration of the problem. The production van at the venue will also be running the tape with the recording, so that in case of local problems in the Host City it can and will switch away from the live feed and play out the tape. In order to ensure a smooth transition the tape must be resynchronized from time to time.

2.4 Broadcast of the Show

The Host Broadcaster shall broadcast the Show in accordance with the Rules for the EYD.

2.5 EYD Website

The Host Broadcaster shall cooperate closely with the EBU to make additional feeds incorporating back-stage scenes and other images of the event (including rehearsals, etc.) available for the EYD Website. The EBU shall be responsible for the content and operation of the EYD Website.

The Host Broadcaster and the EBU Website Team shall cooperate in updating information on the EYD Website.

The Host Broadcaster shall not create any website which might compete with the EYD Website.

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The Host Broadcaster is authorised to create and administer a website for the national competition round.

2.6 Reporting, delivery of data and material

The Host Broadcaster shall deliver to the EBU Executive Supervisor, within four weeks after the Show, the following materials:

• 1 HD Cam of the Show• 1 broadcast quality file of the Show• 1 DVD of the Show

The Host Broadcaster shall also present a post event report, a full documentation of the total result of the production of the Show (budget, audience, ticket sales, accreditation facts, editorial content, etc.) at the Steering Group debriefing meeting following the EYD.

(b) Visibility on screen, on stage and in the audience area

(i) Product placement and on-screen inserts, over or any other form of advertising outside the commercial breaks are prohibited during the [live] transmission.

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(ii) No commercial branding may be made visible on stage, on seats in the audience area or on the walls of the arena, with the exception of seat stickers and the exposure of International and National sponsors logos in the halls on giant screens before and after the Show, as long as those stickers and logos are not visible during the broadcast.

(iii) It shall be permissible for the EBU, is desired, to identify on-screen a maximum of three providers, appointed by the EBU all insofar as allowed under the Applicable Law of the Participating Broadcasters or European regulations. If needed, the logos of the providers shall be included in the international signal and shall be transmitted by the Participating Broadcasters to the extent allowed under their Applicable Law. The gaps between the performances of the dances may not be used as an opportunity to advertise. These gaps must not exceed 35 seconds.

(c) National media campaign

If the Host Broadcaster implements a national media campaign in the Host City or Host Country, the International Sponsors which may be granted rights shall be integrated in the respective media announcements on television, radio or in newspapers without financial compensation from the EBU.

3.1.3 Venue

(a) Cover-up

Any advertising or logos of companies other than the Sponsors, Partners or Suppliers must be covered up by the Host Broadcaster. The extent of such cover up shall be decided upon by the EBU Executive Supervisor and the Marketing Agent and the costs directly related thereto (if any) shall be borne by the EBU, provided that such costs have been previously agreed upon thereby.

(b) Stands

(i) The EBU Executive Supervisor and the Marketing Agent shall approve the placing of concession stands inside the Venue. No supplier may sell or give away any kind of product which is in competition with the products of any Sponsors or Suppliers.

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(ii) The Host Broadcaster shall provide for sufficient space at the venue for the sale of merchandise. Arrangements related thereto shall be made in cooperation with the centrally- assigned merchandising partner and the Executive Supervisor.

Article 4Production budget and finance

4.1.3 Deadlines and criteria

The final total production budget for the Event shall be proposed by the Host Broadcaster, in consultation with the EBU Executive Supervisor, and approved by the Steering Group by the Budget Deadline.

4.2 Finance

4.2.1 EBU Contribution

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4.2.2 Host Broadcaster Contribution

The Host Broadcaster accepts the amount of the EBU Contribution as specified in the Schedule to this agreement, and undertakes to deliver fully the requirements of the present contract (whether or not the costs of doing so are equivalent to the amounts stated in Annex 5 “Budget”), covering at its own expense any costs (in cash or in kind) over and above the amount of the stated EBU Contribution.

4.3 Invoicing

The Host Broadcaster shall send the EBU Invoices for an amount the value of which is determined in the schedule.

The invoice in question shall be paid by the EBU within 28 days of its receipt on the bank account notified in the invoice.

Article 5Legal Provisions

5.1.1. Acguisition of rights by the Host Broadcaster

(a) Clearance with all contributors

The Host Broadcaster shall ensure that any and all rights relating to the Event, and all rights of all creative parties contributing to the realization of the Show, save for the exceptions stated in this Agreement (including, but not limited to, the Host Broadcaster's Contestant, the on-screen presenter(s), the director, and any celebrities, guest stars performing in any of the opening/interval acts, as well as any production personnel) and/or in any underlying works included in the Show (including the Dress Rehearsal) and/or the Press Conference Material are acquired so as to enable all the exploitations foreseen hereafter.

Any and all rights relating to performances of Contestants registered by Participating Broadcasters (including, but not limited to, rights relating to Contestants, Choreographers performances delivered in the contest, costume designers, producers of audio recordings, performing artists whose performances are recorded on audio recordings, music composers, etc.) to the extent laid down in Article 2.3 of the EYD Rules shall be secured from Participating Broadcasters by the EBU at its own expense.

(b) Exploitations foreseen

(i) The Rights with all the contributors to the Show (including contributors andcelebrities/guest stars in any opening/interval acts of the Show) and to the Event shall be cleared and acquired

so as to enable:

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(aa)

(ii)

5.1.2 Exploitation

(a) Participating Broadcasters and EBU distribution

(b) Host Broadcaster

5.1.3 Centralization

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(a) Commercialization/distribution

(b) Assignment

5.1.4 Public performance rights

5.1.5 Protection of exclusivity

5.1.6 Host Broadcaster’s rights

5.2 Term, Modifications and Termination

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5.2.1 Term

The term of this Agreement shall commence on the date of signature by both parties and shall unless terminated earlier under the provisions of Article 5.2.3 below, automatically expire once all obligations in relation to the Event have been duly fulfilled by the Host Broadcaster to the satisfaction of the EBU.

5.2.2 Modifications

(a) Grounds for postponement, transfer or cancellation of the Show

Subject to Article 5.2.2 (b) and (c) the EBU may postpone and/or transfer the Event to another city or country and/or cancel the Event, if:

(i) in its reasonable opinion reasons of force majeure (for example, but not limited to, natural disasters or catastrophes, acts of war, terrorist activity, fire, flood, explosion, failure of public utilities or civil commotion or disorder, decision of any regulatory or other competent authority, epidemics, public health, or the genuine and immediate threat of any of the foregoing, including serious threats to the safety of participants, marketing partners or spectators), are likely to affect the signal transmission or signal reception of the Show and/or the smooth operation of the Event and/or staging of the Show and/or the security of the contestants and their delegations and the Host Broadcaster is not in a position to demonstrate that such reasons of force majeure do/will not affect the organisation of the Event and the production of the Show in accordance with the provisions of the present Agreement; and/or

(ii) in its reasonable opinion objective major circumstances other than reasons of force majeure are likely to affect the signal transmission or signal reception of the Show and/or the smooth operation of the Event, and/or staging of the Show and/or the security of the contestants and their delegations, spectators or marketing partners and/or make the organisation of the Event and/or the production of the Show unduly difficult at the selected venue or in the Host Broadcaster's country generally and the Host Broadcaster is not in a position to demonstrate that such circumstances do/will not affect the organisation of the Event and the production of the Show in accordance with the provisions of the present Agreement.

(iii) The Host Broadcaster is in material breach and default of its obligations in relation to the organisation and/or production of the EYD pursuant to the present Agreement and to the Rules and does not remedy such failure within such reasonable period as is specified in writing by the EBU. In particular, the Host Broadcaster shall be deemed to be in material breach if it does not respect the deadlines agreed upon with the EBU Executive Supervisor and/or if it does not comply with any instructions which are reasonably issued by the EBU Executive Supervisor; or

(iv) There is a serious and substantial threat of material breach and/or default of the Host Broadcaster's obligations under the present Agreement and/or the Rules; or

(v) The Host Broadcaster becomes bankrupt or if after consultation with the Host Broadcaster, it appears in the EBU's reasonable opinion there is a serious risk that the Host Broadcaster will be declared bankrupt or its operation otherwise being impeded in a manner likely to affect the efficient discharge of its Host Broadcaster's obligations.

(b) Postponement or transfer to another location in the host country

Upon postponement or transfer of the Event to another location in the host country, the rights and obligations of the Host Broadcaster for the Event shall be the same as if the Event had taken place on the originally scheduled date and/or location and the commitment to participate in the Event shall remain valid in all its provisions. In particular, the Host Broadcaster shall remain liable to finance the production budget of the Event as agreed upon with the EBU Executive Supervisor.

The Host Broadcaster undertakes to comply with any reasonable instruction of the EBU and agrees, if so decided by the EBU, to organise and produce the Show on postponed dates and/or in a location to be decided upon by the EBU as per the provisions of the present Agreement.

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(c) Transfer to another country

The Host Broadcaster hereby accepts that in case of a transfer of the Event to another country,

• the EBU shall have the right to entrust another entity with the organisation of the EYD and the production of the Show and to allocate the EBU Contribution to that other EBU Member; and

• the Host Broadcaster shall cease to have any involvement in relation to any production and/or organisational matters regarding the EYD; and

• the Host Broadcaster shall not be entitled to claim for any payment (including, but not only, the EBU Contribution), shall not seek or obtain any indemnity or compensation whatsoever.

(d) Modifications to this Agreement

The terms described in the present Agreement or in the Rules of the 2017 Eurovision Young Dancers may be modified with the unanimous approval of the Steering Group (where both EBU and the Host Broadcaster are represented). In such case the EBU shall communicate without delay the details of such changes to all Participating Broadcasters and, if applicable, other impacted parties.

5.2.3 Termination

The EBU may (without prejudice to its other rights including any claims or causes of action which accrued prior to such termination, including provisions of Article 5.3 hereunder) terminate this Agreement with immediate effect by written notice to the Host Broadcaster if:

(a) Cancellation or transfer of the Event in another country

The EBU decides to cancel and/or transfer the Event to another country for any of the reasons mentioned under Article 5.2.2 (a). The Host Broadcaster acknowledges that the EBU shall have no liability or obligation vis-à-vis the Host Broadcaster and that if the EBU terminates the present Agreement pursuant the present Article, the Host Broadcaster shall not be entitled to claim for any payment, shall not seek or obtain any indemnity or compensation whatsoever.

5.2.4 Survival

All provisions of this Agreement, the survival of which is necessary for the interpretation or enforcement of a Party's rights or obligations, shall survive termination of this Agreement and shall continue in full force and effect (including but not limited to the Host Broadcaster's financial obligations under Article 5.2.2).

5.3 Sanctions

5.4 Financial debts

Should the Host Broadcaster have any remaining financial debts vis-à-vis the EBU, the Host Broadcaster shall agree upon a reimbursement plan with the EBU Finance Department at the latest by the end of December of the year preceding the EYD, so as to ensure the reimbursement of such debt before the beginning of January of the year of the Event. If the Host Broadcaster is not able to reimburse the debt by the agreed date(s), the Host Broadcaster acknowledges that the EBU shall be entitled to retain to the extent needed any commercial revenue arising from the centralized exploitation

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of the previous, the current and the upcoming EYD which may by payable to the Host Broadcaster or from any other income that may be due by the EBU to the Host Broadcaster from the application of other contracts and in the possession of the EBU. In addition, the EBU shall be entitled to retain the payment of the EBU Production Contribution until all possible debts owed by the Host Broadcaster to the EBU have been duly and fully paid.

5.5 Confidentiality

The Parties agree that the content of this Agreement, as well as any information that may have come to either Party's attention during the process of negotiation preceding the execution of this Agreement and/or its fulfillment, is considered to be confidential and neither contracting Party shall be authorized to disclose to any third party such information without the prior written consent of the other Party. This prohibition remains in effect after the performance of the Agreement is completed or terminated, with the exception of information: (i) that came to the other Party's attention independently of the other contracting Party; (ii) that Host Broadcaster provides to third parties in relation to the preparation, production, distribution and/or promotion of its program content to which this Agreement relates and/or in relation to its own promotion (with the exception of information marked by Lecturer as its trade secret); (iii) that a contracting Party provides or makes public based on a legal regulation or enforceable decision of a court and/or authorized administrative body; and (iv) that a contracting Party provides to its specialist advisors and/or other associates equally bound by the legal or contractual duty of confidentiality. As this Agreement is subject to an obligation to make the contents of this Agreement public based on the Act on Registration of Agreements (Act No. 340/2015 of the Czech Collection of Laws - hereinafter as the “Act on Registration of Agreements”), information about the contracting Parties in this Agreement highlighted in yellow shall be redacted (blackened out) pursuant to the Act on Registration of Agreements upon mutual Agreement. Such redacting shall be implemented especially in cases of, but not limited to, trade secrets that are subject to the appropriate measures of the Parties to keep such information confidential. Information not highlighted in yellow shall not be subject to the duty of confidentiality pursuant to this provision. Only Host Broadcaster shall be entitled to make this Agreement public pursuant to the Act on Registration of Agreements within the time period of 30 days commencing upon its execution. Provided that CT does not make the Agreement public within this time period, either Party shall be authorized to make the Agreement public pursuant to the Act on Registration of Agreements.

The Parties declare that the definition of the subject matter of this Agreement and the price or value of the subject matter of the Agreement on the cover page of this Agreement has no normative significance and is cites only for the purposes of making possible the publication thereof in the Register of Agreements.

5.6 Law and jurisdiction

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

The Parties to this Agreement shall make every effort to resolve any dispute amicably.

Any disputes arising out of or in relation to this Agreement that cannot be resolved amicably shall be referred to the exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland.

Annexes:

Annexe 1: Venue Specification ((in accordance with Sec. 3 (2) of the Act on Registration ofAgreements, this Schedule will not be published (not even in blacked out form), and shall be regarded as highlighted in yellow pursuant to Clause 5.5.)

Annexe 2: Services to the delegations ((in accordance with Sec. 3 (2) of the Act on Registrationof Agreements, this Schedule will not be published (not even in blacked out form), and shall be regarded as highlighted in yellow pursuant to Clause 5.5.)

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Annexe 3: Accreditation Specification ((in accordance with Sec. 3 (2) of the Act on Registration ofAgreements, this Schedule will not be published (not even in blacked out form), and shall be regarded as highlighted in yellow pursuant to Clause 5.5.)

Annexe 4: Production design instructions ((in accordance with Sec. 3 (2) of the Act onRegistration of Agreements, this Schedule will not be published (not even in blacked out form), and shall be regarded as highlighted in yellow pursuant to Clause 5.5.)

Annexe 5: Production Budget ((in accordance with Sec. 3 (2) of the Act on Registration ofAgreements, this Schedule will not be published (not even in blacked out form), and shall be regarded as highlighted in yellow pursuant to Clause 5.5.)

Annexe 6 : Rules for EYD 2017 ((in accordance with Sec. 3 (2) of the Act on Registration ofAgreements, this Schedule will not be published (not even in blacked out form), and shall be regarded as highlighted in yellow pursuant to Clause 5.5.)

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