General Terms and Conditions of Film- und Medienstiftung NRW GmbH

1. Scope of Application
   1. These General Terms and Conditions apply to all contracts concluded with the Film and Media Foundation.
   2. Any general terms and conditions of the contracting party are hereby expressly rejected. They shall apply only if this has been expressly agreed in writing.
2. Payment
   1. Remuneration shall be paid only upon proper invoicing.
   2. The contracting party is solely responsible for the payment of taxes and social security contributions. The contracting party certifies that it is entitled to claim input tax credits.
   3. If the contracting party is not subject to German income tax, they must notify the Film and Media Foundation of this fact. In this case, the Film and Media Foundation is entitled to make the statutory deduction from the contracting party’s fee, unless taxation can be waived under a double taxation treaty. To this end, it is the contracting party’s responsibility to submit a tax exemption certificate from the competent tax authority.
   4. The contracting party is not entitled to assign or pledge its claims against the Film and Media Foundation, in whole or in part, to third parties.
   5. To the extent that the contracting party fails to fulfill its contractual obligations, it shall have no claim to remuneration, even if it is not responsible for the cause of the breach of contract. This shall not apply if the Film and Media Foundation is solely or primarily responsible for the breach of contract or is in default of acceptance.
3. Transfer of Rights
   1. To the extent that copyrights, neighboring rights, and/or other rights, the Contracting Party grants the Film and Media Foundation the exclusive and transferable rights of use and exploitation, including all related rights, without any restrictions as to content, time, or location, for worldwide exploitation in all media.
   2. The Contracting Party warrants that the contractual use of its contribution will not infringe upon the rights of third parties. To this extent, the contracting party indemnifies the Film and Media Foundation and third parties deriving rights from the Film and Media Foundation against any and all claims by third parties and is liable for all damages in this connection, including reasonable legal fees.
   3. The Film and Media Foundation is not obligated to exercise the rights granted or transferred to it.
4. Subcontracting
   1. Subcontracting the entire contract or parts thereof to subcontractors is permitted only with the prior consent of the Film and Media Foundation. The subcontractor’s general terms and conditions are hereby expressly rejected. They shall apply only if agreed to in writing. Upon request by the Film and Media Foundation, the contracting party must submit the contractual agreements with its subcontractor in full and is obligated to provide information.
5. Confidentiality
   1. All information disclosed by the Film and Media Foundation to the contracting party must be treated as confidential and may not be disclosed to third parties, unless such disclosure is necessary for the performance of this contract or is approved in writing by the Film and Media Foundation.
   2. Affiliated companies of the Film and Media Foundation or the Contracting Party, as well as subsidiaries and portfolio companies, shall not be considered third parties provided they are bound by this agreement. The parties agree to impose corresponding confidentiality obligations on their respective advisors. The same applies to contracted data processors or third parties who are authorized to receive data.
   3. Furthermore, the contracting party undertakes to maintain strict confidentiality regarding all project details and other business matters of the Film and Media Foundation and its affiliated companies that come to its attention during the course of its activities, as well as regarding the content and nature of the work (including the amount of compensation) before, during, and after the termination of the contractual relationship.
   4. The contracting party further undertakes to properly store all business and operational documents made available to it and, in particular, to ensure that third parties cannot access them. The documents provided must be returned to the Film and Media Foundation at any time upon request during the term of the contractual relationship and, upon termination of the contractual relationship, immediately and without being asked, including any copies made.
   5. Notwithstanding any further claims, the contracting party shall pay the Film and Media Foundation a contractual penalty for each instance in which the contracting party intentionally or negligently violates Sections 5.1 through 5.4. The contractual penalty shall be determined by the Film and Media Foundation at its reasonable discretion for each instance of culpable breach and, in the event of a dispute, shall be reviewed by the competent court. It shall amount to at least the amount of the revenue that the contracting party was able to generate as a result of the breach.
6. Liability
   1. Claims for damages may be asserted against the Film and Media Foundation only in cases of willful misconduct or gross negligence. The exclusion of liability does not apply in cases of injury to life, limb, or health, or in the event of a breach of material contractual obligations. Except in cases of willful misconduct, gross negligence, and damages resulting from injury to life, limb, or health, the Film and Media Foundation’s liability is limited in amount to the damages typically foreseeable at the time the contract was concluded.
7. Storage of Personal Data
   1. The contracting party consents to the Film and Media Foundation storing, for operational purposes during the term of the contract, any personal data that the contracting party provides to the Film and Media Foundation in connection with its contractual activities or that becomes known to the Film and Media Foundation within the scope of the contractual relationship. The contracting party further agrees that its personal data may remain stored with the Film and Media Foundation even after the end of the contract term so that the Film and Media Foundation may contact it in writing, by telephone, or by email as needed for future projects and, if applicable, enter into a contract with it.
   2. The contracting party has the right to access their stored personal data, as well as the right to have incorrect data corrected, blocked, or deleted, provided that such deletion is not precluded by statutory retention periods. The contracting party may object to the use of the data at any time by notifying the Film and Media Foundation.
8. Final Provisions
   1. If the contracting party is a merchant, a legal entity under public law, or a special fund under public law, Cologne shall be the exclusive place of jurisdiction for both parties. The same place of jurisdiction shall apply if the contracting party does not have a general place of jurisdiction in the Federal Republic of Germany at the time legal proceedings are initiated.
   2. All contractual relationships between the Film and Media Foundation and the contracting party shall be governed exclusively by the laws of the Federal Republic of Germany, unless the parties have expressly agreed to a different law at the time the order is placed.
   3. Any amendments to these General Terms and Conditions must be made in writing. This also applies to any amendment to this written form clause.

Effective as of: July 30, 2026