TELEVISION BROADCASTING AGREEMENT

Contract No: [•]
Date: [•]

ARTICLE 1 – PARTIES

1.1. COMPANY:
Trade Name: [•]
MERSIS/Tax No: [•]
Address: [•]
E-mail: [•]
Tel: [•]
(Hereinafter referred to as "COMPANY".)

1.2. PUBLISHER:
Title: [•]
Issue No: [•]
Address: [•]
E-mail: [•]
Tel: [•]
(Hereinafter referred to as "PUBLISHER".)

The parties will be referred to collectively as “the Parties” and individually as “Party”.

ARTICLE 2 – DEFINITIONS

Unless expressly stated otherwise, the following terms shall have the following meanings within the scope of this Agreement:

2.1. Agreement: This is the "Television Broadcasting Agreement".

2.2. Works: [•] feature films/TV films/feature films for which the COMPANY holds TV broadcasting rights and whose name, year, duration and technical information are specified in Appendix-A

2.3. TV Channel: The television channel broadcasting via terrestrial/digital/cable/satellite/IPTV platforms, declared to belong to the BROADCASTER and publicly known as [•]. (If applicable, “timeshift” and “+1/+2” channels should be specifically marked.)

2.4. License Start Date / License End Date: The first and last publication dates for each work are specified separately in Appendix A.

2.5. Number of Airings: The maximum number of broadcasts that can be made on the TV Channel within the license period for each work is specified in Appendix A. (Repeats, trailers and promotional broadcasts are not included in the number of airings.)

2.6. Broadcasting: The transmission of images and/or sound to the public by any technical means and methods, live or recorded, in space or in physical transmission media.

2.7. Region/Territory: Borders of the Republic of Turkey. (If cross-border beam/satellite coverage is available, geographical restrictions and encryption obligations are also Article 6.)

2.8. Technical Materials: Master files (e.g., ProRes/DNxHR/MXF), audio channels, subtitles, dubbing files, EPG/metadata, visual materials, trailers, posters/poster slides/photos, cue sheets.

ARTICLE 3 – SUBJECT AND SCOPE OF THE AGREEMENT

3.1. The subject of this Agreement is the transfer of the broadcasting license of the Works listed in Appendix A by the COMPANY to the PUBLISHER , within the Region , for a period limited to the number of broadcasts, between the License Start and License End dates, provided that the PUBLISHER pays the fees on time and in full and complies with the terms of the Agreement

3.2. The nature of the license [exclusive/non-exclusive] otherwise Appendix A, is solely for linear TV broadcasting. OTT/VOD/SMT (catch-up), hotel TV, mobile, web simulcast, etc. rights are not. (If included, the Platform Scope will be regulated separately in Appendix B. )

3.3. The COMPANY grants a TV broadcasting license for public transmission via means of transmitting signs, sounds and/or images , in accordance with the Law on Intellectual and Artistic Works No. 5846 (" FSEK ") , within the scope of financial rights over the Works; moral rights are reserved.

ARTICLE 4 – DURATION

4.1. This Agreement shall enter into force on the date of signature and shall terminate automatically as of the License Expiration Dates in Appendix A , provided that the PUBLISHER has fulfilled all its payment obligations

4.2. Even if the PUBLISHER does not use the allocated number of screenings by the License Expiration Date, the license will automatically terminate and no discounts/refunds will be applied. If the PUBLISHER completes all screenings before the license expiration date, the license will terminate early for that work.

ARTICLE 5 – DELIVERY, TECHNICAL SPECIFICATIONS AND ACCEPTANCE

5.1. Delivery: The COMPANY Appendix Aand in accordance with the technical specifications provided by the PUBLISHER.

5.2. Technical Specifications: Minimum 1080i/25 (or 1080p/25), audio: 2.0/5.1 (discrete), LUFs: -23 ±1, clean master, version without logo/subtitles/strip. If Turkish dubbing/subtitles are included, separate multiple audio channels and .srt/.stl files will be delivered.

5.3. Acceptance and Defective Goods: If the PUBLISHER does not report any defects with a technical report within [5] business days from delivery, the material is accepted as acceptable. Upon notification of nonconformity, the COMPANY will replace the defective goods free of charge within [7] business days

5.4. Ownership and Risk: The risk is with the COMPANY until delivery, and with the PUBLISHER from delivery until return. In case of loss/damage to the physical material, the PUBLISHER shall pay a penalty of [•] USD + VAT for each master

5.5. Cue-Sheet & Metadata: The COMPANY provides the PUBLISHER with the cue-sheet regarding the use of generics/music, EPG/summary/keywords/age rating, and content warnings for each Work.

ARTICLE 6 – SCOPE OF THE LICENSE AND TERMS OF USE

6.1. Region and Encryption: Broadcasting is limited to Turkey. If the satellite beam extends beyond Turkey, the BROADCASTER will take reasonable measures to prevent geo-blocking/encryption and rights violations.

6.2. Broadcasting Standards: The broadcaster complies with Law No. 6112 and RTÜK regulations, press legislation, advertising duration/frequency limitations, and age classification. Except for mandatory cuts/blurs required by RTÜK or court orders, no alterations that compromise the integrity of the work may be made.

6.3. Advertising/Promotion: The PUBLISHER may include its own promotions and advertising segments during the publication of the works; however, it shall refrain from practices that infringe upon the moral rights of the authors. Trailers and promotional materials related to the works may be used free of charge for the duration of the license.

6.4. Screening Count and Timing: The PUBLISHER shall release each Work Appendix A, by notifying the COMPANY of the release date/time via email a reasonable time in advance. Timeshift/re-broadcasts are included in the screening count; trailers/promotional clips are not included.

6.5. Moral Rights and Disclosure: The PUBLISHER shall make the names of the producer/author, artist, and other relevant parties (if applicable) visible in the credits.

6.6. Professional Associations: The publisher is responsible for royalties payable to professional associations such as MESAM/MSG due to the public transmission of music and compositions; the COMPANY declares that it has transferred its existing rights regarding synchronization rights in films.

6.7. Platform Restriction: This license is limited to linear TV broadcasting. Simulcast/OTT/catch-up/preview rights are excluded ; if included, the additional fees and technical protections described in Appendix B will apply

ARTICLE 7 – DECLARATIONS AND WARRANTIES; RESERVATION OF RIGHTS

7.1. THE COMPANY;

(a) That it has the authority to grant TV broadcast licenses for the works and will not infringe on the rights of third parties; (b) That the works are free from liens, seizures, and other encumbrances; (c) That it will not grant the same rights to third parties during the license period [if an exclusive license has been chosen] ; (d) That the promotional materials do not infringe on the rights of third parties.

The publisher accepts and undertakes this. Otherwise, the publisher shall indemnify the publisher for all direct and foreseeable damages.

7.2. The BROADCASTER agrees to:
(a) comply with the contract and its annexes;
(b) not broadcast outside the license period;
(c) not reproduce, distribute, or make individual VOD/OTT broadcasts of the works;
(d) comply with all necessary RTÜK/legal obligations.

He undertakes.

ARTICLE 8 – FINANCIAL PROVISIONS AND PAYMENT METHOD

8.1. The total license fee (excluding VAT) [•] TL. Taxes and funds are applied separately as required by legislation. VAT rate changes will be reflected in the prices.

8.2. Payment Plan: The PUBLISHER shall pay the following amounts in cash and in full on the following dates (Appendix C Payment Plan):

• [•] / [•] / [•] – [•] TL + VAT
• [•] / [•] / [•] – [•] TL + VAT
• Total: [•] TL + VAT

8.3. Default: In the event of non-payment of any installment on time, the entire balance becomes due and payable; the COMPANY may demand default interest the CBRT late payment rate + [•] points and has the right to suspend the license.

8.4. Currency Clause: If the prices are agreed upon in foreign currency, the effective selling rate of the Central Bank of Turkey (TCMB) shall be used.

8.5. Expenses: Stamp duty and other legal obligations relating to the performance of this contract shall be borne by the party legally obligated to do so; otherwise, it may be agreed upon.

ARTICLE 9 – REPORTING, AUDIT AND PUBLICATION RECORDS

9.1. The PUBLISHER shall report the broadcast date/time, duration, and broadcast logs for each work to the COMPANY on a monthly basis; compliance with RTÜK (Radio and Television Supreme Council) declarations shall be ensured upon request.

9.2. The COMPANY may, with reasonable notice, audit the PUBLISHER's broadcast records limited solely to this Agreement, up to a maximum of 1 time per year.

ARTICLE 10 – PRIVACY, PERSONAL DATA AND COMPLIANCE

10.1. The parties shall keep all information and documents obtained under this Agreement confidential and shall not share them with third parties (except for legal/administrative obligations).

10.2. The parties shall act in accordance with Law No. 6698 on the Protection of Personal Data and related legislation; if the transfer of personal data is necessary, the necessary information and legal grounds shall be provided

10.3. The parties declare that they will comply with the applicable anti-corruption and sanctions/embargo legislation and will abide by the prohibition of bribery and corruption.

ARTICLE 11 – VIOLATIONS OF RIGHTS AND COMPENSATION

11.1. Third-party claims: In the event of a third-party infringement claim arising from the publication of the works, the relevant Party shall immediately inform the other Party; the coordination of the defense shall be carried out by the Party responsible for the infringement, and the direct damages of the other Party shall be compensated.

11.2. RTÜK/Administrative Sanctions: If an RTÜK administrative sanction directly arising from the work becomes final due to reasons specific to the work's content, and the BROADCASTER has acted in accordance with the legislation, the sanction costs may be recouped from the COMPANY. Timing/classification/advertising violations are the responsibility of the BROADCASTER.

ARTICLE 12 – FORCE MAJEURE

12.1. Natural disasters, war, mobilization, fire, strike/lock-out, energy/infrastructure interruptions, cyber attacks, legal regulations, court/administrative decisions and similar events beyond the control of the parties shall be considered force majeure. If the force majeure event [30] days, the parties shall negotiate termination or suspension.

ARTICLE 13 – TERMINATION AND SUSPENSION

13.1. Termination for Just Cause: One of the parties may terminate the contract by giving written notice of the other party's serious breach and [10] working days.

13.2. Payment Breach: If the PUBLISHER fails to make the payment on time, the COMPANY may immediately suspend the license; [7] days, it will terminate it for just cause. No refund will be given for the broadcasting rights used.

13.3. Effect of Termination: Upon termination, broadcasting rights immediately cease; the PUBLISHER shall cease broadcasting, return the Technical Equipment, and delete/destroy digital copies, preparing a destruction report.

ARTICLE 14 – PENALTY CLAUSE

14.1. Without prejudice to any amounts agreed otherwise, the PUBLISHER agrees to pay a penalty of [•] USD + VAT for each breach of the Contractual obligations , and the COMPANY may also claim its direct damages. (The judge's right to reduce the amount is reserved pursuant to Article 182 of the Turkish Code of Obligations.)

14.2. Broadcasting outside the license period, exceeding the number of impressions, broadcasting outside the scope of the platform, and transferring/sublicensing to a third party are all considered separate violations.

ARTICLE 15 – TRANSFER, SUBLICENSING AND REPRESENTATIVES

15.1. The PUBLISHER may not transfer or sublicense its rights and obligations arising from this Agreement without the written consent of the COMPANY. The COMPANY may manage the rights of the work through its representatives.

ARTICLE 16 – NOTIFICATIONS AND COMMUNICATIONS

16.1. Registered mail, notarized mail, or KEP (Registered Electronic Mail) messages sent to the addresses initially specified by the parties shall be considered valid. Unless an address change is notified in writing, the current addresses shall be deemed valid. The parties may provide prior notification via e-mail if necessary.

ARTICLE 17 – APPLICABLE LAW AND JURISDICTION

17.1. This Agreement is governed by Turkish Law (including the Turkish Code of Obligations, the Turkish Commercial Code, the Law on Intellectual and Artistic Works, and Law No. 6112). The Istanbul (Central) Courts and Enforcement Offices shall have jurisdiction in case of disputes. (The parties the ISTAC Arbitration option Annex D .)

ARTICLE 18 – INTEGRITY OF THE AGREEMENT AND AMENDMENTS

18.1. This Agreement and its annexes constitute the entire agreement between the Parties; amendments are not valid unless they are in writing and signed.

ARTICLE 19 – ENTRY INTO FORCE AND SIGNATURE

19.1. This Agreement consists of [•] articles and was signed in two copies on [•] and entered into force

PUBLISHER COMPANY Name/Signature: [•] Name/Signature: [•]

APPENDIX A: LIST OF WORKS AND PUBLICATION PARAMETERS

#	Movie Title	Year of Production	Duration (min)	Delivery Method	License Commencement	License Expiration	Number of Views	Age Group/Warning
1	[•]	[•]	[•]	ProRes 422HQ / 1080i/25 / 2.0+5.1	[•]	[•]	[•]	[•]
2	[•]	[•]	[•]	ProRes 422HQ / 1080i/25 / 2.0+5.1	[•]	[•]	[•]	[•]

Note: The trailer/poster/cue-sheet and metadata submission list is also attached.

ANNEX‑B (Optional): PLATFORM SCOPE

• Simulcast Web/Mobile: [Included/Excluded]; DRM and geo-blocking requirement: [•]
• Catch-Up/Replay: [Included/Excluded]; Duration: [24/48/72] hours; Additional charge: [•]
• OTT/VOD: [Included/Excluded]; SVOD/TVOD/AVOD distinction; additional charge: [•]

APPENDIX C: PAYMENT PLAN

Installment	Maturity	Amount (TL)	Explanation
1	[•]	[•]	Down payment
2	[•]	[•]
Total		[•]	Excluding VAT

APPENDIX-D (Optional): ARBITRATION RECORD (ISTAC)

The parties agree that any disputes arising from this Agreement shall be resolved by a single arbitrator in Istanbul, in the Turkish language, in accordance with the Arbitration Rules of the Istanbul Arbitration Centre (“ISTAC”). Arbitral awards are final; costs and attorneys’ fees are governed by the ISTAC Rules.

APPENDIX E: TECHNICAL SPECIFICATIONS (EXAMPLE)

• Video: 1920×1080, 25 fps, interlaced (Upper Field First) or progressive 25p.
• Sound:
  • Tracks 1–2: Turkish 2.0 (Lt/Rt)
  • Track 3–8: 5.1 (L/R/C/LFE/LS/RS) – if available
  • Loudness: ‑23 LUFS ±1, True Peak ≤ ‑1 dBTP
• Time code: 10:00:00:00 start, slate + bars/tone [optional].
• Subtitles: .srt/.stl, character set UTF-8, safe space 90%.
• Logos: Clean Master; channel bug will be added by the STREAMER.
• Content warnings and age classifications will also be provided as metadata.