FOREWORD
1. France Médias Monde .is a state-owned broadcasting company with a capital of €
23,045,660, registered with the Nanterre Trade and Company Register under the number
501 524 029 and having its home office located at 21, rue Camille Desmoulins, 92130
Issy-les-Moulineaux, France, represented by its Chairman Executive Officer, Mrs. Marie-
Christine Saragosse, (hereinafter referred to as "FMM").
FMM offers audiovisual communication services (television channel France 24), communication and radio broadcasting services consisting of the programs of Radio
France Internationale (hereinafter referred to as "RFI") and Monte Carlo Doualiya
(hereinafter referred to as "MCD"), and on-line communication services for international news programs.
2. The non-exclusive partnership contract (hereinafter referred to as the "Partnership
Contract") consisting of these general terms (hereinafter referred to as the "General
Terms") as well as the specific terms in the resume sent by FMM upon final acceptance by the latter of the Partnership Contract with the Radio Partner (hereinafter referred to as the "Specific Terms"), governs the subscription of the Radio Partner (hereinafter referred to as the "Radio Partner") for the retransmission of the radio programs of RFI and/or MCD as detailed in the Specific Conditions, or any other program that FMM might use in place of them. The aforementioned radio programs are hereinafter referred to as the "Programs".
"FMM Radio" means either RFI, or MCD, or both, depending on whether the Programs involved in this Partnership Contract are programs of RFI, MCD, or both radio stations.
The Partnership Contract cancels and replaces any previous agreement between FMM and/or FMM Radio and the Radio Partner, written or verbal, pertaining to the same subject.
Radios partners transmitting in continental France must imperatively belong to category
A as defined by the Audiovisual Advisory Board (Conseil Supérieur de l’Audiovisuel), to the exclusion of any other category. The radio stations concerned are hereinafter referred to as "Category A Radio Stations".
It is understood that any retransmission of sports competitions of any nature whatsoever is excluded from the Programs. If such a retransmission were included in the programs transmitted under the provisions of Article 4 of these General Terms, the Radio Partner agrees not to broadcast the said retransmission and to provide a replacement program if the latter is not supplied by FMM.
It is understood that, for category A radio stations, any content other than RFI news is likewise excluded from the Programs. In particular, magazines, talk shows, etc. are therefore excluded. Programs broadcast by category A radio stations must imperatively be live. Consequently, category A radio stations can only benefit from the subscription of the type "live retransmission by satellite or by Internet streaming" as defined by
Article 1.1 below.
By "Territory" is meant the broadcast territory(ies) and/or space(s)/zone(s) whose list is found in the Specific Terms.
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ARTICLE 1: PURPOSE
1.1 Within the framework of this partnership, FMM proposes to the Radio Partner, for retransmission of the Programs, one of the following three forms of subscription:
- subscription for the live retransmission by satellite or by Internet streaming
(hereinafter referred to as "Live Retransmission"),
- subscription for the delayed retransmission by satellite via Ordispace (hereinafter referred to as "Ordispace Retransmission"),
- subscription for the delayed retransmission via the FMM Radio program bank by means of the Internet (hereinafter referred to as "Program Bank Retransmission").
1.2 The specific provisions relating to each one of the modes of retransmission are an integral part of these General Terms.
ARTICLE 2: OBLIGATIONS OF RADIO PARTNER
2.1 The Radio Partner agrees to observe the national legislation applicable throughout the Territory for carrying out its activity, particularly for the broadcasting of Programs, and guarantees that it has obtained all licenses and authorizations needed for this. In particular, category A radio stations must be regulated by the CSA (Conseil Supérieur de l’Audiovisuel) and duly authorized to broadcast the Programs.
The Radio Partner agrees to report to FMM, as early as possible, any modification of the aforementioned licenses and authorizations. Should the case arise, FMM will have the right, at its own discretion, to terminate the Partnership Contract immediately without this termination giving rise to the payment of damages to the Radio Partner.
2.2 As a broadcaster, the Radio Partner agrees to declare the broadcasting of the
Programs to the joint administration bodies concerned and to pay for any rights related to this activity. The Radio Partner guarantees FMM against any legal action in this respect.
2.3 The Radio Partner declares having read the French legislation relating to royalties and the consequences of violating it.
2.4 The terms of the Partnership Contract are established intuitu personae between FMM and the Radio Partner, and excludes any third parties, in particular the present and/or future subsidiaries of the latter. Any modification of the statutes of the Radio Partner, its shareholders or its management organization must be communicated to RFI. Should the case arise, FMM will have the right, at its own discretion, to terminate the Partnership
Contract immediately without this termination giving rise to the payment of damages to the Radio Partner.
In no case can the authorizations and, should the case arise, the Equipment as provided by FMM within the framework of the Partnership Contract, be transferred to any third party by the Radio Partner, even partially and/or free of charge. Likewise, the Radio
Partner cannot undertake the broadcasting or rebroadcasting of the Programs, or any other program, of FMM not expressly authorized by FMM, whether it be partial or whole.
2.5 The Radio Partner agrees not to modify the Programs nor interrupt or break up their transmission. The Radio Partner agrees in particular not to associate advertising, partnership or sponsoring with the Programs. For retransmission by Ordispace and retransmission via the Program Bank, the Radio Partner agrees not to broadcast the
Programs more than 7 (seven) days after being made available by FMM.
Except for making intermediate copies needed strictly for broadcasting the Programs, the
Radio Partner agrees neither to store nor copy the Programs, in any way, shape, or form.
In any case, the intermediate copies are to be destroyed after broadcasting of the
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Program concerned and at the latest, 7 (seven) days after the said Program is made available by FMM.
2.6 The Radio Partner agrees to cite the FMM Radio stations as well as, if need be, any third-party partners whenever it is informed of this, as the producer(s) of the Programs, at the beginning and at the end of each Program broadcast, as well as throughout the
Radio Partner's written and audio material mentioning and/or reproducing the Programs.
The message is a special announcement and is to consist of the following statement:
"This program was produced by Radio France Internationale / Monte Carlo Doualiya and
name of the third-party partner ", if there is such a partner.
2.7 If it has a website, the Radio Partner agrees to show the FMM Radio station logo and mention this partnership. When the Internet user clicks the said logo(s), the Radio
Partner should direct him or her to an HTLM page bearing a short presentation of the
FMM Radio stations. This presentation will be given to the Radio Partner by FMM. This presentation page should itself have a link to the FMM Radio websites.
2.8 The Radio Partner authorizes FMM to mention its name and/or show its logo on its website or that of the FMM Radio stations as well as, if this be the case, on the Ordispace site, and to which the Radio Partner consents with no reservations. However, FMM is in no way obligated to do this.
2.9 The Partnership Contract gives no rights to the Radio Partner other than those expressly stipulated in the present contract. In particular, the Programs remain the full property (tangible and intangible) of FMM and, for this reason, the Radio Partner can assume no rights (intellectual property rights or others).
The Radio Partner cannot use all or part of the Programs for its own promotion.
2.10 The Radio Partner agrees to answer immediately any questionnaire that might be sent to him by FMM concerning execution of the Partnership Contract. Likewise, the Radio
Partner agrees to send FMM every year a press review of the articles mentioning the
Radio Partner or the present Partnership Contract, a complete report on the uses made of the FMM Radio stations' trade names and logos within the framework of the
Partnership Contract, as well as the Radio Partner's listenership figures allowing FMM to evaluate the Program audiences, in particular with respect to the audiences for the other programs of the Radio Partner.
2.11 The Radio Partner assumes the payment to the authorities concerned of all taxes, duties or miscellaneous costs due on the Territory as a result of execution of the
Partnership Contract. The Radio Partner guarantees FMM against any legal action in this respect.
ARTICLE 3: FMM'S OBLIGATIONS
3.1 FMM, for each type of subscription indicated in 1.1 above, agrees to make the
Programs available to the Radio Partner under the conditions laid down in the present
Partnership Contract.
3.2 FMM assumes the editorial responsibility for the Programs and covers the Radio
Partner in this respect, subject to the use of the said Programs in conformity with the
Partnership Contract.
3.3 So that the Radio Partner can fulfill its obligation stipulated in Article 2.2 above, FMM will provide for each program a PDF file for making the declarations indicated in the said article. This file will be attached to the Programs as regards Retransmission via Ordispace and Retransmission via the Program Bank, and will also appear on the extranet platform dedicated to FMM's Radio Partners.
3.4 FMM authorizes the Radio Partner to use its trade names "Radio France
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Internationale", "RFI", "Monte Carlo Doualiya and MCD as well as its logos, for identification of the Programs and promotion of the Partnership with respect to the public.
3.5 Following any modifications in the FMM Radio stations' program schedules (and in particular the modification and/or deletion of all or part of the Programs) or following any changes in technical transmission data, the new version of the program schedule and/or the data will be shown on the FMM Radio stations' website or the extranet platform dedicated to FMM's Radio Partners. In no case can the aforementioned modifications and changes place FMM in a position of responsibility. Likewise, FMM cannot be placed in a position of responsibility in the event of a temporary interruption of the Program or an interruption in its availability, regardless of the cause of this.
ARTICLE 4: SYSTEMS FOR TRANSMITTING PROGRAMS TO RADIO PARTNER
4.1 Provisions Specific to Retransmission via Ordispace and Live Retransmission
FMM will make available to the Radio Partner the Programs transmitted by satellite or by
Internet streaming accessible at the URL address supplied by FMM.
The Radio Partner can in no case communicate to a third party the URL stream supplied by FMM and is to make sure that this obligation is strictly observed by its employees, staff, etc. Any failure in this respect can lead to the immediate termination of the
Partnership Contract by FMM, with the Radio Partner alone bearing the blame.
It is pointed out that, concomitantly with the Programs sent by FMM, data files (text and/or audio) coming from third parties can be sent to the radio partners. It is understood that the use of these files is the sole responsibility of the Radio Partner within the framework of the agreements signed with the said third parties, should this be the case. In no case can FMM be placed in a position of responsibility in relation to this.
4.2 Provisions Specific to Retransmission via Program Bank
FMM will provide the Radio Partner with an access code allowing it to access the pages dedicated to the Program Bank at the website www.rfi.fr
.
The Radio Partner can in no case communicate this access code to a third party, and is to make sure that this obligation is strictly observed by its employees, staff, etc. Any failure in this respect can lead to the immediate termination of the Partnership Contract by FMM, with the Radio Partner alone bearing the blame.
ARTICLE 5: EQUIPMENT
5.1 This article contains provisions specific to Retransmission via Ordispace and Live
Retransmission.
5.2 FMM, as an exception and at its own discretion, can place at the disposal of the Radio
Partner equipment designed for the reception of Programs (hereinafter referred to as the
"Equipment"). The list of Equipment, if need be, will appear in the Special Terms.
5.3 The Equipment will remain the exclusive property of FMM and cannot be transferred or exchanged by the Radio Partner. All of the Equipment is to be returned immediately to
FMM at the end of the Partnership Contract.
5.4 The Radio Partner recognizes and accepts expressly that the Equipment guarantee is limited to that of the manufacturer. The Equipment will be supplied with the manufacturer's written documentation needed to install, operate and maintain it.
5.5 The Equipment is intended exclusively for the reception and broadcasting of
Programs by the Radio Partner under the conditions laid down in the Partnership
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Contract, and cannot be used for other purposes.
5.6 Unless otherwise indicated, the Radio Partner covers the costs related to shipment and delivery of the Equipment, as well as any customs taxes and/or other taxes.
5.7 It is understood that maintenance of the Equipment is carried out by the Radio
Partner, who is to cover the corresponding costs. The Radio Partner is to immediately inform FMM of any malfunctions in the Equipment as well as the assumed causes.
5.8 The Radio Partner is in charge of receiving, installing and guarding the Equipment.
The Radio Partner assumes the responsibility of any physical injury and/or property damage, direct or indirect, caused by the latter to a third party, one of its employees or one of its service providers. The Radio Partner can in no case suggest the responsibility of FMM in this respect, and covers FMM against any legal action that might be brought by anyone as regards this.
ARTICLE 6: NON-EXECUTION OF OBLIGATIONS
6.1 In the event of circumstances, de facto or de jure, that prevent the parties from accomplishing their respective obligations as defined in the Partnership Contract, the parties agree to inform each other of this and to make an effort to correct this situation.
6.2 In the case where the terms of the Partnership Contract are not observed by the
Radio Partner, FMM reserves the right to modify, suspend or cancel the Partnership
Contract unilaterally, immediately and with the Radio Partner alone bearing the blame, without prejudice to damages.
ARTICLE 7 : FORCE MAJEURE
7.1 By force majeure is meant any event that is unpredictable, irresistible and outside the parties that makes execution of the Partnership Contract impossible for either of the parties, including any spatial or atmospheric event such as, in particular but not exclusively: meteorites, heavy ions, electrical discharges, particular solar activity, meteorological and astronomical disruptions, electromagnetic interference, end of
Satellite life cycle, or any other cause similar or not to the events listed above.
7.2 The occurrence of a force majeure event results in the immediate suspension of the execution of the Partnership Contract and obliges the party claiming it to immediately inform the other party of this. The Partnership Contract can be cancelled by either of the parties if the force majeure event does not disappear within 45 days following its occurrence.
ARTICLE 8: VALIDITY – DURATION
8.1 The Partnership Contract goes into effect as of the time that the Specific Terms are sent to the Radio Partner by FMM. It is established for an initial period extending to the
31st of December of the current year.
8.2 One month before the termination date for the initial period mentioned above, either one of the parties can terminate the Contract in writing, effective at the end of the initial period. Failing this, the Contract will be tacitly renewed for a period of 1 (one) year, except in the case of termination in writing 1 (one) month before the end of each annual period.
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ARTICLE 9: DISPUTES
Any differences relating to the interpretation or execution of the present Partnership
Contract will be governed by French law, and the competent courts are those of Paris.
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