AGREEMENT TO ORGANISE WORKSHOPS, CONFERENCES AND SUPPORT TO STATE CINEMATOGRAPHY FUND

On the day, month and year as specified below the Parties entered into this general agreement to organise workshops, conferences and support to State Cinematography Fund under provisions of Sec 1746-(2) of Act No. 89/2012 Sb., the Czech Civil Code (the “Agreement”)

  1. Státní fond kinematografie [State Cinematography Fund]

ID: 014 54 455

With registered office Veletržnípalác, Dukelskýchhrdinů 47, 17000 Prague 7

Registered in Commercial Register administered by Municipal Court in Prague, Section A, File 76076

Represented by Mgr. Helena Bezděk Fraňková, Director

(the “Fund” or “SFK”)

  1. Vereniging Atelier Cinema Europa/ACE Producers

With registered office Lindengracht 17 H, 1015KB Amsterdam, The Netherlands

ID: 67713904

VAT No: 857144947B01

Registered in Commercial Register administered by the Chamber of Commerce in Amsterdam (The Netherlands) Section xxx, File xxx

Represented by Jacobune van der Vloed

Bank:

E-mail:

(the “Contractor”)

(Fund and Contractor hereinafter jointly as the “Parties” and individually as the “Party”.)

Preamble

A)Fund is a state fund established by Act No. 496/2012 Coll., on audiovisual works and cinematography support and on amendment of certain acts (the “Audiovisual Act”) and as such it takes care of development of cinematography in the Czech Republic.

B)Fund and Vereniging Atelier Cinema Europa/ACE Producershave agreed that the Contractor shall upon Fund’s order organise workshops and conferences aimed at films and film industry as specified herein and that the Contractor shall promote the Fund so as to enhance the Fund’s reputation at significant cinematography events.

C)This Agreement defines the terms and conditions pertaining to organising workshops and conferences aimed at films and film industry as well as the terms and conditions of the Contractor’s presentation of the Fund.

I Subject of Agreement

The subject of this Agreement is:

  1. Organise workshops and conferences in the following scope:

b)Organise workshops and conferences with the theme that is focused on cinematography and producing. Specific contentsof individual workshops and conferences are to be selected by the Contractor in its discretion and professional experience. In the course of performance hereof there will be organised 3 workshops and conferences under subs. 1 of this Article I, one in each year of the term hereof (in order to avoid any doubt in each year hereof there will be one workshop or one conference organised) (character of the event - either a workshop where participants will take an active part, or an individual meeting in form of a conference where the Contractor will arrange lectures for the attendees - is to be decided by the Contractor; the same applies to each consecutive day of the event as per the following sentence). Workshops or conferences will take place on multiple days - minimum length to be organised by the Contractor is 5 consecutive days - and every day there will be one workshop or conference of minimum 60 minutes. Language of the workshops or conferences will be either Czech or English, as selected by the Contractor (depending on tutors leading the given workshop or conference). Organisation of workshops and conferences includes ensuring of the respective lecturers and persons leading the workshops and conferences. Date and time of the workshops and conferences will be decided by the Contractor and the Contractor shall inform the Fund of the date and time at least one month in advance; however, Fund may refuse the selected date for inconvenience and request some other date. In the case the new date is still inconvenient for the Fund, the workshop will take place on a date selected by the Contractor, but not on the date suggested originally;

c)Arrange spaces for individual workshops and conferences so that it is possible to carry out the workshops and conferences with all the attendees as per this Agreement;

d)Arrange audiovisual equipment serving for audiovisual presentations at workshops and conferences, particularly a data projector and accessories.

e)Presentation of the Fund as the guarantor of the workshops and conferences on visible spots, as per Annex No. 3 to this Agreement;

f)Photographic documentation of the workshops and conferences.

The Contractor agrees to organise workshops and conferences within the scope as specified above and the Fund agrees to pay the agreed price to the Contractor.

The number of persons who will be able to attend each individual workshop or conference shall be at least 15 for the workshop and at least 30 for the conference, while the system for selecting participants may be set up by the Contractor at the Contractor’s own discretion; the Fund shall always be entitled to nominate at least 7 participants for an individual workshop or individual conference. If the Fund does not provide the Contractor with the names of the participants nominated by the Fund at least one day before the individual workshop or conference takes place, the Contractor shall be entitled to fill all places in such individual workshop or conference as it deems fit..

  1. Organise workshops and conferences “on demand” in the following scope:

a)Organise workshops and conferences with the themesas they are specified in Annex No. 1 to this Agreement. The contents of individual workshops and conferences are to be determined by the Fund while respecting the thematic framework agreed in this Agreement, particularly in Annex No. 1 hereto. Specific themes of the workshops and conferences will be decided by the Contractor while respecting the subjects determined by the Fund. In the course of performance hereof there will be organised 3 workshops and conferences under subs. 2 of this Article I (in order to avoid any doubt there will be one workshop or one conference organised in each year hereof) (character of the event - either a workshop where participants will take an active part, or an individual meeting in form of conference where the Contractor will arrange lectures for the attendees - is to be decided by the Contractor; the same applies to each consecutive day of the event as per the following sentence). Workshops or conferences will take place on multiple days - minimum length to be organised by the Contractor is 3 consecutive days - and every day there will be one workshop or a conference of minimum 60 minutes. Language of the workshops or e conferences will be either Czech or English, as selected by the Contractor (depending on tutors leading the given workshop or conference). Organisation of workshops and conferences includes ensuring of the respective lecturers and tutors leading the workshops and conferences. The Fund shall decide on date and time of the workshops and conferences and it shall inform the Contractor about its decision at least one month in advance; however, the Contractor may refuse the selected date for inconvenience and request some other date. In the case the new date is still inconvenient for the Contractor, the workshop will be held in the first week of October;

b)Arrange spaces for individual workshops and conferences so that it is possible to carry out the workshops and conferences with all the attendees as per this Agreement;

c)Arrange audiovisual equipment serving for audiovisual presentations at workshops and conferences, particularly a data projector and accessories.

d)Presentation of the Fund as the guarantor of the workshops and conferences on visible spots, as per Annex No. 3 to this Agreement;

e)Photographic documentation of the workshops and conferences.

The Contractor agrees to organise workshops and conferences within the scope as specified above and the Fund agrees to pay the agreed price to the Contractor.

The number of persons who will be able to attend each individual workshop or conference shall be at least 15 for the workshop and at least 30 for the conference, while the system for selecting participants may be set up by the Fund at the Fund’s own discretion. If the Fund does not provide the Contractor with the names of the participants nominated by the Fund at least one day before the individual workshop or conference takes place, the Contractor shall be entitled to fill all places in such individual workshop or conference as it deems fit.

  1. Arrange presentation of the Fund in the following scope:

a)Contractor shall present the Fund on events specified in Annex No. 2, where presentation means:

-Placing a promotion banner in official space of the event specified in Annex 2 showing the Fund’s logo and a message that the Fund supports the Contractor’s activities (the banner itself may promote the Contractor primarily and Fund will get a space on the banner as per this subsection).

-Fund’s logo will be printed on promotion prints presenting the Contractor’s work, together with a message of the Fund’s cooperation with the Contractor;

b)Contractor shall arrange any and all printed matters required for presentation on their own cost; should the Contractor need the Fund's cooperation - e.g. the Fund’s logo or other documents - the Contractor has the right to require such cooperation from the Fund and the Fund will oblige.

c)Contractor shall make photos of all presentations organised for the Fund proving the presentations being carried out. The Contractor shall archive a specimen of each promotional item specified in Article I, subs. 3, par. a), second bullet and submit them to the Fund on request.

II Time and Place of Performance

  1. Contractor undertakes to perform this Agreement from April 1, 2017 to April 1, 2020 in accordance with the schedule determined under provisions of Article I hereof.
  1. Individual workshops and conferences will take place in the Czech Republic. The place of performance under Article I, subs. 3 will be the individual events specified in Annex No. 2 to this Agreement.
  2. Contractor shall notify the Fund in writing or by email of address of the premises engaged for organising the workshops and conferences under provisions of Article I no later than 15 days before the date of such workshop or conference.

III Price and Payment

  1. Price for performance hereof is determined as follows:
  1. Price for organising workshops and conferences under Article I subs. 1 is to be CZK 3.243.333 (in words three million, two hundered and forty-three thousand, three hundred and thirty-threeCzech Crowns) exclusive VAT and CZK xxx (in words xxx Czech Crowns) inclusive VAT under applicable legal regulations.
  2. Price for organising “on demand” workshops and conferences under Article I subs. 2 is to be CZK 1.459.500 (in words one million, four hundred and fifty-nine thousand, five hundred Czech Crowns) exclusive VAT and CZK xxx (in words xxx Czech Crowns) inclusive VAT under applicable legal regulations.
  3. Price for promotion of the Fund under Article I subs. 3 is to be CZK 162.167 (in words one hundred and sixty two thousand, one hundred sixty-sevenCzech Crowns) exclusive VAT and CZK xxx (in words xxx Czech Crowns) inclusive VAT under applicable legal regulations.
  1. The price is agreed under Act No. 526/1990 Sb., on pricing, as amended, as the highest acceptable price that is not to be exceeded.
  1. Fund will pay the price upon a tax document - invoice issued by the Contractor. The Contractor may request an advance payment from the Fund for performance to be provided upon an advance payment invoice issued for maximum one-sixth of the full price of each separate performance specified in Article III, subs. 1, par. I to III hereof; however, the Contractor will carry out the performance in the same calendar year in which the advance payment invoice is issued and issue a regular invoice for such performance.
  2. Invoices will charge the organisation of individual workshops and conferences. The Contractor may charge the price for organising individual workshops or conferences either separately, or in blocks after having organised at least one workshop or conference. Performance as per Article I subs. 3 may be invoiced by the Contractor only after the event takes place.
  3. Tax document - invoice will include all the statutory elements of a tax document in addition to the number of Agreement and due date that is to be 30 days from delivery of the invoice to the client. Should the invoice fail to contain all the required details, the Fund may send it back to the Contractor within its maturity period for completion, without being in default with payment thereof. The maturity period re-runs from delivery of completed or corrected tax document.
  4. Price will be paid by wire transfer to a bank account and is deemed paid when debited from the Fund’s bank account.
  5. Payment of penalties under Article VI hereof is regulated by the same payment terms and conditions as payment of invoices.

IV Performance of Obligation

  1. Any obligation hereunder is performed by carrying out workshops and conferences as per this Agreement and annexes hereto and promotion of the Fund as per Article I subs. 3 hereof.

V Contractor’s Liability for Defects and Quality

  1. A defect of performance is considered:

a)Failure to organise any workshop or conference specified in annexes to this Agreement;

b)Insufficient premises (low capacity, missing data projector or any other audiovisual equipment);

c)Failure to make and failure to handover photo documentation to the Fund;

d)Insufficient organisational arrangement (failure to make and failure to hand over attendance records to the Fund, etc.)

e)Full or partial failure of promotion under Article I subs. 3;

f)Failure to make photo documentation or failure topreservation of documentsaccording to Article I subs. 3-c).

  1. If the subject hereof is performed late, then it is not performed properly.
  1. Violation of any other obligation specified in Article II Time and Place of Performance is also considered as a defect of performance.
  2. In the case of defective performance of the subject hereof the Parties will proceed under Article VI Breach of Contractual Obligations hereof.
  3. In case of any damage caused by defective performance by the Contractor the Contractor shall pay the damages as per applicable legal regulations.

VI. Breach of Contractual Obligations

  1. The Parties agree on the following penalties for any breach of contractual obligations:

a)In the case of defective performance under subs. 1, 2 and 3 of Article V hereof the Fund will reduce the invoiced price accordingly.

b)Repeated or multiple defects of performance subs. 1, 2 and 3 of Article V hereof is a justified reason to unilaterally terminate this Agreement.

  1. For each day of delay beyond the agreed due date of any financial obligation the Parties undertake to pay a default interest of 0.05% of the invoiced amount until full payment thereof.
  1. Payment of any contractual penalty by either Party reducing the price of performance under the previous provisions shall not prejudice the right for damages caused by breach of obligations regardless such breach is penalised with a contractual penalty or price reduction and regardless the amount of damages exceeds the amount of contractual penalty or price reduction. Damages include the actual damage and lost profit.

VII Contractor’s Rights and Obligations

  1. Contractor may hire another person to carry out a part of the performance hereunder. The amount of sub-deliveries has been set as a maximum of 25% of the total price of performance hereof.
  1. Contractor is liable for any partial performance carried out by subcontractors as if carried out by the Contractor.
  2. In performance hereof the Contractor undertakes to cooperate with persons appointed by the Fund.
  3. Contractor will regularly consult with the Fund any inconsistencies or potential changes in implementation of the subject hereof.

VIII Final Provisions

  1. This Agreement may be amended or modified only by written and numbered amendments approved by the Parties. Unless specified otherwise herein, the legal relationships resulting from this Agreement are governed by respective applicable provisions of Act No. 89/2012 Sb., the Czech Civil Code.
  1. This Agreement is made in 2 originals of which each Party receives one.
  2. This Agreement is valid and effective and binding for the Parties from its signature by both Parties.
  3. Both Contractor and Fund declare that they have read this Agreement before signature, they have discussed it and sign it in their respective true and free will, certainly, seriously and comprehensively, not under duress or obviously unfavourable conditions. The Parties confirm genuineness of the Agreement with their respective signatures.

Annexes:Annex No. 1 - List of Workshops and Conferences

Annex No. 2 - List of Fund Presentation Events

Annex No. 3 - Scope and Appearance of Fund Presentation

FundContractor

__Cannes______, this _____19.5.2017______Amsterdam______, this ____10.5.2017____

______

Státní fond kinematografieVereniging Atelier Cinema Europa /

ACE Producers

Helena Bezděk FraňkováJacobine van der Vloed

DirectorGeneral Director