ITT – WSL 21-24

INVITATION TO TENDER

Host TV production and domestic live BBC TV coverage of the: ▪ FA Women’s (FA WSL) ▪ Women’s FA Cup Semi-Finals and Final (WFAC) ▪ FA Women’s Community Shield (WCS)

August 2021 to July 2024 - comprising the three seasons 2021/22, 2022/23 and 2023/24

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ITT – WSL 21-24

Contents

SECTION A – INTRODUCTION ...... 3

SECTION B – REQUIREMENTS ...... 8

SECTION C – INSTRUCTION TO TENDERERS ...... 13

SECTION D – KEY CONTRACT TERMS ...... 20

SECTION E – NON DISCLOSURE AGREEMENT ...... 22

SECTION F – FORM OF TENDER ...... 27

SECTION G - REGIONAL CRITERIA………………………………..…………………………………………….29

ITT WSL 21-24 Section A – Introduction S e c t i o n A – Introduction

1 BACKGROUND 1.1 The BBC provides a diverse range of broadcast services under a Royal Charter. The greater portion of the BBC’s income comes from the licence fee. In spending this money, the BBC has an obligation to demonstrably secure best value for money for the licence fee payer in all aspects of its day-to-day activities. 1.2 The BBC is unique in British broadcasting. Its reputation is built on quality, public service, distinctiveness, objectivity and indigenous programme making. 1.3 Recent years have seen fundamental changes in the broadcasting industry, with more competition and a wider range of services. The BBC now offers numerous TV channels, an online presence, major radio networks and over 40 local radio stations, as well as a range of other services. 1.4 A key part of demonstrating value for money in delivering the BBC’s services is the continuing need to form effective and strategic supplier relationships. In that regard, the BBC must ensure that at least 25% of qualifying programmes broadcast across its television services are made by independent producers. 1.5 For further information on the BBC’s business activities, please see the BBC Commissioning website.

2 OBJECTIVES AND SCOPE 2.1 This document is an Invitation to Tender (ITT) for the host TV broadcast production and delivery of live BBC TV coverage of 22 live FA Women’s Super League (FA WSL) matches per season, the Women’s FA Cup Semi-Finals and Final (WFAC) and FA Women’s Community Shield (WCS) across the seasons 2021/22 to 2023/24 inclusive. 2.2 Please note that the production of TV highlights to WSL matches are commissioned directly by the Football Association, the UK TV rights to which have also been acquired by the BBC. 2.3 The detailed requirements for this production tender are set out in Section B. 2.4 The ITT is open to all qualifying Independent Producers who can demonstrate a recent past track record of delivering live football programming to a major TV broadcaster and can meet the BBC criteria to qualify as an ‘out of London’ production. 2.5 The successful Tenderer will be expected to produce the programme in High Definition and deliver to the BBC’s Technical Standards, which can be found here. 2.6 The successful Tenderer will be expected to comply with BBC guidelines and relevant BBC websites, and OFCOM guidelines for production. These guidelines include advertising on site and across any aspect of the event, including presenters and contributors. 2.7 The successful Tenderer will be required to liaise with key stakeholders on all aspects of the production. 2.8 The Evaluation Team will comprise the following individuals: Steve Rudge – Lead Executive for Football Phil Bigwood – Executive Producer, Football Louise Sutton – Editor, Radio Sport Debbie Dubois – Head of Production, Football Andy Underhill – Technical Executive

The Evaluation Team will seek opinions from subject matter experts within the BBC to help inform their decision.

2.9 The BBC is a signatory to, and will abide by the principles of, the APC Code. 2.10 Subject to Section A, paragraph 9.0, the BBC will keep confidential all commercially sensitive information included in responses to this ITT and will only use this information for the purposes of evaluating the ITT submissions, provided that the Tenderer has identified the confidential nature of any such information in their response documents. All members of the Evaluation Team will sign a Non-Disclosure Agreement.

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2.11 As outlined in Section C, paragraph 8.3, suppliers submit responses to this ITT and take part in this process at their own cost.

3 CONTRACT 3.1 The contract will be for a period of 3 years, covering the seasons 2021/22, 2022/23 and 2023/24. 3.2 The contract will reflect the existing arrangement that production of the programmes is offered on a work for hire basis: all rights in the programmes will be vested in the BBC. Please see full details at Section D, paragraph 3.1.

4 KEY POINTS IN TENDER PROCESS

To receipt of ITT response

4.1 The BBC will invite Tenderers to provide a written response to the ITT, which includes all the elements outlined in Section C, paragraph 2.0. 4.2 All Tenderers will be required to sign the Non-Disclosure Agreement (“NDA”) included at Section E. 4.3 Tenderers are offered the opportunity to discuss the ITT and requirements with the panel before the deadline for clarification questions. Tenderers who wish to take up this opportunity should contact Sue Rock, Tender Manager, to arrange the session. A summary of general points raised at these meetings deemed by the BBC to be relevant to all potential bidders will be circulated to those Tenderers who request meetings. 4.4 At any stage of the process, it may be necessary to seek clarifications from Tenderers. Answers to these clarifications will be factored into the evaluation process as appropriate. 4.5 As part of the evaluation, Tenderers will be scored and ranked and the highest scoring Tenderers may be shortlisted for interview (“Shortlisted Tenderer”).

Interviews 4.6 Following the assessment of written responses, the BBC will decide in its absolute discretion whether to invite Tenderer(s) (and if so which Tenderer(s)) to make a presentation. Further details of presentation requirements will be provided nearer the time.

Award 4.7 The Evaluation Team will evaluate the Shortlisted Tenderer’s submissions (against the Award Criteria outlined at Section C, paragraph 3.1) to take account of the interview meeting, if applicable. 4.8 Before a final decision is made, the BBC may decide to: • provide more information; • require further clarifications or documentation from Shortlisted Tenderers; • further shortlist (using the Award Criteria); and • conduct second interviews. 4.9 Before a final decision is made, the BBC will issue the Commissioning Specification and the Contract to the Tenderer which scored highest in the evaluation, against the Award Criteria (“Preferred Tenderer”). 4.10 Subject to Section C, paragraph 8.1, and once the Commissioning Specification and Contract referred to above have been signed, the award decision will be finalised (in accordance with Section C, paragraph 7.0) with the Preferred Tenderer (“Successful Tenderer”). 4.11 In the event that the Commissioning Specification and the Contract cannot be signed in a timely manner, the BBC reserves the right either to issue the Commissioning Specification and the Contract to the Tenderer with the next highest-ranking score against the Award Criteria after the Preferred Tenderer, or to re-open the tender process.

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Feedback 4.12 Feedback is available to any Tenderer submitting a request within two weeks of receiving notification of the results of the eligibility evaluation or of the results of the ITT evaluation. Request for feedback should be made to Sue Rock. Feedback will be provided within three weeks of receiving the request.

5 OVERVIEW OF TIMETABLE 5.1 The BBC intends to evaluate the ITT submissions and award the Contract within the following indicative timetable. All submissions must be made by 5pm on the relevant date:

Activity Completed by this Date*

Publication of ITT 7th April 2021

Tenderers may request & Tender Manager will arrange (individual) ITT w/c 12th April 2021 clarification meeting with BBC Sport representatives

Deadline for written clarifications 29th April 2021

Receipt of ITT response 10th May 2021

Evaluation/clarification of tenders 18th May 2021

Shortlist announced 19th May 2021

(Potential for) Panel meetings with bidders w/c 24th May 2021 or 31st May 2021

Contract Award w/c 7th June 2021

*All dates are subject to change and Tenderers will be notified of any changes 5.2 The BBC reserves the right to disqualify any Tenderer who does not comply with the deadlines outlined above.

6 PRODUCTION CONTRACT VALUE

6.1 The maximum contract value is available on request from Sue Rock, Tender Manager, the supply of which is conditional upon the return of the signed and dated Non-Disclosure Agreement in Section E. 6.2 The contract price is expected to cover all production personnel costs, all direct production costs such as lines, all post production and graphics costs plus overheads and production fee but not to include talent contracts. 6.3 The Tenderer’s Pricing Schedule must not exceed the maximum contract value and must cover the Tenderer’s entire production and delivery of their editorial proposition.

7 AWARD CRITERIA

7.1 All Tenderers must demonstrate that their company has experience in the last 3 years of delivering comparable live football programming to a major sports broadcaster; both as host broadcaster and presentation add-on to host.

7.2 The BBC will award the contract to the Successful Tenderer on the basis of the criteria shown below:

• Editorial proposals & journalistic judgement. • Robustness of match & presentation operational plans.

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• Value for money & cost effectiveness of the proposal. • Alignment with the BBC’s strategic priorities.

7.3 Further information on the award criteria is provided in Section C, paragraph 3.

8 OUT OF LONDON QUALIFYING CRITERIA

8.1 The BBC is using the definition outlined in Section I in order to determine whether this production qualifies as an ‘out of London’ production (i.e. outside of the M25). Based on this definition, in order for this commission to qualify as an ‘out of London’ production (i.e. outside of the M25) it must meet criterion (a) below, plus as a minimum either (b) or (c). If both (b) and (c) are from the same region outside of substantive base then the production will be re-allocated to that region.

The BBC requests that Tenderers demonstrate their qualifying status by filling in the Regional Criteria information in Section G. In addition Tenderers are asked to demonstrate how they will fulfil the spirit of an out of London production, ideally by working towards b) and/or c) below coming from their substantive base and by clarification of 8.2 below.

a) The production company must have a substantive business and production based outside of the M25. A base will be taken to be substantive if it is the usual place of employment of executives managing the regional business, of senior personnel involved in the production in question, and of senior personnel involved in seeking programme commissions.

b) At least 70% of the production budget (excluding the cost of on-screen talent, archive material and copyright costs) must be spent outside of the M25.

c) At least 50% of the production talent (i.e. not on-screen talent) by cost must have their usual place of employment outside the M25. Freelancers without a usual place of employment outside the M25 will nonetheless count for this purpose if they live outside the M25.

8.2 The BBC is seeking to encourage and support the longer term sustainability of production across the UK. In their response to the ITT, Tenderers should explain how they expect to maintain and grow their production base, looking beyond this particular contract.

8.3 Tenderers will be required to ensure that they comply with criterion (a) “substantive base” within three months of the date of contract award, which is expected to be July 2021.

8.4 Tenderers will be required to explain whether they currently meet criterion (a) on “substantive base” or will do so within three months of the contract award date. Where Tenderers currently do not meet the substantive base criterion, they must explain in detail their plans for ensuring that they do within three months of the date of contract award.

8.5 Tenderers will be required to identify in the Pricing Schedule, the percentage of spend outside of the M25.

8.6 For the avoidance of doubt it is important to note that independent production companies which do not currently fulfil the qualifying criteria are still eligible to bid provided they can demonstrate to the BBC’s satisfaction that they will fulfil the “substantive base” criterion within three months of the contract award, and will meet either criteria (b) or (c) for the purposes of this production.

8.7 The BBC will consider bids from Tenderers working in partnership, provided that the entity with which the BBC would be contracting fulfils the qualifying criteria.

8.8 Tenderers should note that any breach of the qualifying criteria would constitute a material breach of the contract and if not remedied within 30 days may lead to contract termination. Page 6 ITT WSL 21-24 Section A – Introduction

9 FREEDOM OF INFORMATION ACT

9.1 As a public authority, the BBC is required to comply with the Freedom of Information Act 2000 (“FOIA”), which came into force on 1st January 2005. FOIA is intended to deliver greater accountability for decisions and spending across the whole of the public sector. It requires public authorities to strike the balance between achieving transparency and protecting genuinely confidential or commercially sensitive information. 9.2 Tenderers should be aware that, under an FOIA request, the BBC may be required to disclose information contained within the ITT response or future contractual information. Following a request, the BBC may take the views of tenderers into account when making a decision on what information will be disclosed. If you would like further information on the Freedom of Information Act see here.

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S e c t i o n B – Requirements

1 SUMMARY 1.1 The BBC’s commitment to women’s sport is without equal in the sports broadcast industry. Women’s Football continues to grow, and the BBC’s coverage of the sport is growing with it. 1.2 In 2019, the BBC used #changethegame to promote and elevate its coverage of women’s sport across the summer. 45 million people engaged with the BBC’s coverage, 28 million of which watched the FIFA Women’s World Cup on BBC TV. 1.3 Our landmark deal to cover the FA Women’s Super League will continue this momentum with 22 games live across the BBC TV alongside our continued high-profile coverage of the Women’s FA Cup. 1.4 Tenderers will be expected to build on the BBC’s long-standing successful coverage of football and demonstrate a focus on the highest production values alongside the brand. The Successful Tenderer will share the BBC’s commitment to supporting the growth and development of women’s sport across the UK.

2 OVERVIEW OF REQUIREMENTS

2.1 This tender is for the live match production (host) and presentation production of:

• 22 x live FA WSL matches per season. • 1 x WFAC Final per season. • 2 x WFAC Semi-Finals per season. • 1 x FA Women’s Community Shield per season. (Note this is the ambition from the FA, in the event this does not happen, the contract price will be adjusted accordingly.)

2.2 In the event that the BBC secures rights or opts to cover additional matches the BBC reserves the right to award production of these matches to the Successful Tenderer without a further competitive process.

2.3 We would welcome an anticipated cost of any additional match production as a host broadcaster and/or additional presentation, although this would not be binding.

3 BBC TRANSMISSION REQUIREMENTS

3.1 The table below outlines the anticipated schedule for the 2021/22 Women’s Super League season which should be used for the purposes of planning and indication of match selection. Please note this schedule is subject to change.

3.2 A minimum of 18 of the 22 live matches will be broadcast on BBC One, BBC Two and BBC iPlayer. The remaining 4 would be via BBC iPlayer and the Red Button.

Calendar Proposed Date Proposed Time

Opening Weekend / September 04/09/2021 Sat 13:30

11/09/2021 Sun 12:30

25/09/2021 Sun 12:30

02/10/2021 Sun 12:30

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October 09/10/2021 Sat 13:30

06/11/2021 Sun 12:30

November 13/11/2021 Sun 14:30

20/11/2021 Sun 12:30

11/12/2021 Sun 12:30

18/12/2021 Sun 12:30

08/01/2022 Sun 14:30

15/01/2022 Sun 12:30

22/01/2022 Sun 12:30

Mid-Season Break 1 05/02/2022 Sun 12:30

Mid-Season Break 2 12/02/2022 Sun 12:30

05/03/2022 Sun 14:30

12/03/2022 Sun 12:30

March 26/03/2022 Sat 13:30

02/04/2022 Sun 14:30

23/04/2022 Sun 12:30

30/04/2022 Sun 14:30

Closing Weekend 07/05/2022 Sun 12:30

3.3 The Women’s FA Cup Semi-Finals are due to take place in April each year with venues dependent on the draw. The Women’s FA Cup Final is due to take place in May each year with Wembley the expected venue.

3.4 The Women’s FA Community Shield is due to take place each pre-season with the likelihood being it will take place on the weekend of the Men’s FA Community Shield. However, it is possible that it may take place at a later date albeit still ahead of the start of the WSL season.

4 KEY ELEMENTS OF THE BBC’s CONTRACT WITH THE FA 4.1 The FA has awarded the BBC the UK media rights to 22 FA WSL matches (Inc. 11 first picks) per season, 1 x Women’s Cup Final per season, both Women’s FA Cup Semi-finals per season and the Women’s FA Community Shield comprising the three seasons 2021/22, 2022/23 and 2023/24. 4.2 The BBC has exclusive UK rights to attend the venues where the matches are held in order to record for television broadcast.

4.3 The BBC has undertaken to commission an independent producer of television coverage.

4.4 The BBC has confirmed that:

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• The Successful Tenderer will provide the host broadcasters feed and may need to survey the venue and notify FA of the camera or commentary positions required. • It shall ensure as far as possible that the presence of its personnel and technical equipment (or that of the Successful Tenderer) shall not interfere with the smooth of the matches.

4.5 The FA has confirmed that:

• It shall obtain at no further cost to the Successful Tenderer all rights and consents required (other than in respect of the right to broadcast music). • It shall provide at no cost to the Successful Tenderer any additional power and lighting necessary for the purpose of televising the matches (note this applies to the main arena only, and not to any separate studio or outside broadcast facilities).

4.6 The BBC has also been awarded the right to transmit on BBC TV the FA WSL highlights programme (per round of matches). The programmes will be commissioned directly by the FA and the Successful Tenderer will be expected to co-operate with, and work alongside, the highlights producer, maximising operational and financial efficiencies.

5 EDITORIAL BRIEF

Match Coverage 5.1 Tenderers should submit a clear synopsis for the proposed programme coverage including:

• An editorial and creative treatment for the programme with sample running orders for a Network FA WSL match (20min build up) and the FA Cup Final (30min build up). • Ideas around preview content/features and other VT packages that you would produce. • Proposals for on-screen talent and how they would be deployed. • The technical specifications for the production. • Details of key production personal – including but not limited to the Editor, Exec and Match Director. 5.2 BBC Sport expects an on-air team comprising of 1 x Presenter; 2 x Experts (minimum); 1 x Commentator; 1 x Co- Commenter; 1 x Reporter.

5.3 While some on-air talent would be drawn from BBC Sport’s established roster of presenters and experts, we would welcome further suggestions in this area.

5.4 The BBC expects to contract the majority of the on-air talent, but ad hoc or additional guests could be contracted by the successful Tenderer with an additional payments triggered following agreement from BBC Sport.

5.5 For the purposes of pricing, this tender does not include talent fees but we welcome a suggestion of how much your talent proposals would cost.

5.6 BBC Sport intends to appoint an Editorial Lead for Women’s football (hereafter the ‘Editorial Lead’) who will be the Successful Tenderers primary point of contact for all editorial matters.

5.7 The successful Tenderer will be required to liaise with other areas of the BBC as well as the FA, sponsors, event organisers and venues on all aspects of the production.

Collaboration across BBC Sport and the wider BBC 5.8 Our ambition is to take women’s football to the widest possible audience. That means ensuring there are multiple touchpoints with audiences beyond the live network TV offer. The Editorial Lead will also be your key point of contact for all cross-platform collaborations and interactions.

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5.9 Our requirements in this regard are that:

• You will have early conversations (i.e. in advance of commissioning) with the Editorial Lead to (i) identify ways of maximising the impact of feature-led content (minimum one per WSL/FAC live game) across BBC Sport’s magazine output, digital and radio outlets (e.g. the BBC Sport website, social media outlets, 5 live / Sports Extra programming and relevant BBC podcasts); and (ii) discuss the tone, topic, treatment and timely scheduling/delivery of those features. Tenderers are asked to outline some thoughts on what audience opportunities they perceive in these areas – particularly for sports fans under the age of 34. • You will have discussions with the Editorial Lead to facilitate the development and sharing of on-air talent across platforms. Tenderers are asked to outline what opportunities they believe BBC Sport should explore. • You will ensure that all on-air talent used in the network TV coverage are made available for other BBC platforms (including, but not limited to, sports news outlets) where timely requests are submitted. • The Editorial Lead will manage the relationship between BBC Sport/the successful Tenderer and other (non- sporting) departments of the BBC. Tenderers are asked to propose potential editorial collaborations for taking women’s football to other audiences across the BBC. Participation

5.10 The BBC and the FA are working on an initiative to encourage grassroots participation in football, building on the success of the FA People’s Cup. The Successful tenderer will ensure, where directed by the Editorial Lead, that promotion is woven into the editorial fabric of the live TV programme (e.g. through use of feature content/opportunities, editorially relevant on-air references, use of BBC Sport trails etc.). Tenderers are asked to outline how they would do this – using the FA People’s Cup as a proxy for the future (as yet unconfirmed) initiative. Sustainability

5.11 As outlined in Section B, Paragraph 9, the BBC is committed to playing its part in tackling climate change, reducing its environmental impact and in doing so mitigating the multiple risks associated with high emissions. BBC Sport and its production partners have a vital role to play in educating audiences on the reality of climate change and the role they can play. Tenderers are asked to outline how (women’s football) audiences can be inspired through an editorially- relevant articulation of the issues, challenges and/or emerging solutions within their TV programming and wider content offer.

6 MATCH PRODUCTION OBLIGATIONS 6.1 The FA requires that matches are covered by a minimum specification of cameras depending on the match and venue, outlined as follows. We would welcome thoughts and considerations regarding innovation and production in this area.

FA Women’s Super League 6.2 Matches to be broadcast on BBC One - a minimum of twelve cameras. We expect a minimum of 12 matches across the term of the contract to be broadcast on BBC One, working to 4 per season. These matches are likely to be held on “Marquee” weekends and could be held in a FA WSL club’s main men’s team stadia.

6.3 Matches to be broadcast on BBC Two - a minimum of ten cameras. We expect a minimum of 42 matches across the term of the contract to be broadcast on BBC Two, working to 14 per season. These matches are to be held Matches in a FA WSL club’s main home stadium.

6.4 Matches to be broadcast on Red Button / BBC iPlayer only - a minimum of six cameras. We expect a maximum of 12 matches across the term of the contract to be broadcast only on Red Button / BBC iPlayer, working to 4 per season. These matches are to be held in a FA WSL club’s main home stadium.

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Women’s FA Cup

6.5 The Women’s FA Cup Final – a minimum of 14 cameras. We expect this match to be held at .

6.6 The Women’s FA Cup Semi-Finals (x2) – a minimum of 12 cameras. We expect these matches to be held in a FA WSL club’s main home stadium.

FA Women’s Community Shield

6.7 The Women’s FA Community Shield – If the match takes place at Wembley Stadium a minimum of 12 cameras. But, if the match is held in any other ground, a minimum of 10 cameras.

6.8 If the Women’s Community Shield Match and the Men’s Community Shield match are held in the same stadium on the same day then the parties shall, acting reasonably and in good faith, discuss the possibility of the media rights holder in relation to the Men’s Community Shield match undertaking production obligations on behalf of the Licensee in respect of The Women’s Community Shield Match.

6.9 Preview and half-time VT Packages would be produced by the Independent Producer as outlined in the editorial brief.

7 PRESENTATION, GRAPHICS, SET & TITLES 7.1 It is expected that Presentation would be located on-site for all 26 live games covered in this tender (22 x WSL, 1 x WFA Cup Final, 2 x WFA Cup SFs & 1 x WCS). 7.2 The aspiration would be to present all games from either pitch side or on a platform (at bidders expense), considering reasonable weather protection where appropriate. 7.3 The presentation (assuming a 1 + 2 configuration) should have a minimum of 3 presentation cameras for all BBC1/BBC2 Network games. These can be dedicated presentation cameras or match cameras if appropriate (e.g. steadicam if available at bigger matches). Presentation for Red Button matches (assuming a 1 + 1 configuration) should have a minimum of 2 presentation cameras. 7.4 In tandem with the host match operation allowances should also be made for a pitch side/interview reporter positions as well the ability to gather additional content for use in features, closers, etc. (e.g. team arrivals, fans/crowd, stadium colour, drone footage).

7.5 The expectation would be to use BBC sets and branding as well as WSL branding as outlined in the FA contract. The BBC has procured new OB sets which will be rolled out across BBC Sport programming after Euro 2020. The ambition and intention is for the successful bidder to use these sets for all live match programming covered in this tender. 7.6 The Successful Tenderer will cover all set transport, staffing and rigging costs from the BBC Sport set storage facility (currently situated near Aylesbury). 7.7 A full BBC Sport graphics rebrand is set for release in the summer of 2021 with dedicated Women’s Football branding (contact: John Murphy). The expectation is that all programming covered in this tender will utilise the new graphics branding.

7.8 BBC Sport will procure and deliver opening titles for the programming contained within this tender and therefore this should not be considered in the tender submission (contacts: Gabby Cook/Mark Woodward).

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8 TECHNICAL & DELIVERY 8.1 The Successful Tenderer must comply with the BBC’s “Delivery Items” as detailed here. The coverage will be first class in technical and pictorial quality and suitable for TV broadcasting as a completed programme produced in accordance with the BBC's published technical and delivery standards for High Definition Network Television Programme Delivery, which are contained on the BBC’s Commissioning website – see here. Material delivered to this specification must be acquired, post-produced and delivered as follows: • 1920 x 1080 pixels in an aspect ratio of 16:9 as defined in EBU TECH 3299 System 2; • 25 frames per second (50 fields) interlaced4 – known as 1080i/25, top field first; • colour sub-sampled at a ratio of 4:2:2; • colour space – ITU-R BT.709.

The HD format is fully specified in ITU-R BT.709. 8.2 The main TV programme is considered a very high-profile production and all reasonable transmissions risks should be mitigated for; as a minimum this requires diverse main and reserve transmission paths (ideally geographically and electrically separated – please specify), the use of a twin set generator and the ability to transmit a backup feed of the main wide match camera with embedded Commentary powered by a UPS in case of generator/equipment failure. For any live match defined in the ITT the following are the minimum requirements for delivery of the High Definition (1080i) signal:- • Main: Vision Fibre 45Mbps MPEG4, 60Mbps MPEG2, 140Mbps J2K • Audio Stereo programme mix 5.1 Dolby E encoded Programme mix, Stereo International Sound, 5.1 Dolby E encoded International Sound • Main: Vision on satellite 18 MHz MPEG 4 /4:2:2 / DVBS2 8PSK /14.4 Msym/s / 3/4 FEC • Audio Stereo programme mix 5.1 Dolby E encoded Programme mix, Stereo International Sound, 5.1 Dolby E encoded International Sound • Reserve: Vision on satellite 9MHz MPEG4 /4:2:2 / DVBS2 8PSK /10 Msym/s / 3/5 FEC • Audio Stereo programme mix, Stereo International Sound • Transmission 4-wire to network If required:- • World feed: Vision on satellite 18 MHz MPEG 4 /4:2:2 / DVBS2 8PSK /14.4 Msym/s / 3/4 FEC • Audio Stereo International Sound, Stereo Programme mix For Main vision and Reserve vision which are being delivered via satellite two uplink trucks will be required. The World feed can be uplinked from either of the onsite trucks. BBC Technical Specification Live Programme Delivery guidelines can be found here. 8.3 The BBC is committed to reducing it’s carbon footprint and have set a target to be net zero by 2030. There is a strong appetite where possible for either all (match and presentation) or part (presentation) of each match to be produced remotely. • Tenderers should provide proposals detailing their solution for remote production and full associated costs. • Subject to availability, BBC Sport can provide a space within the Campus to accommodate fly pack solutions - please assume that this space will have adequate power and aircon. • Tenderers should clearly detail the proposed connectivity requirements and chosen solution. • Tenderers should clearly outline where each production or craft role will be located either on site or within the remote gallery. • BBC Sport welcomes innovation and new ideas for any technical model for remote working, but there is still the expectation that any solution will still deliver the reliability and resilience expected for any network transmission, as well as functionality and efficiency.

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8.4 The Successful Tenderer will be responsible for all programme billings, delivery documentation, compliance, and production paperwork (including music rights, etc in Silvermouse) using BBC systems.

9 SUSTAINABILITY 9.1 We at the BBC are committed to playing our part in tackling climate change, reducing our environmental impact and in doing so mitigating the multiple risks associated with high emissions. The BBC have set a target to be net zero by 2030 to contribute to the UK Climate Change Act’s target to bring all emissions to net zero by 2050. We wish to work with suppliers that share similar goals to the BBC as indirect emissions associated with procurement and their value chain can also have a significant adverse impact on the climate. 9.2 Tenderers are requested to set-out in their response to this ITT the key elements of their organisation’s policy/strategy governing their transition to sustainable ways of working. This could include but not be limited to: • An overview of your emissions reductions targets over time & progress towards them. • What, if any, sustainability criteria or actions you ask of your suppliers. • The extent to which your company procures energy from renewable sources. • The sustainability of your transport and travel policies. • Measures in place to reduce the environmental impact of your premises. • Approaches to reducing and recycling waste. • Plans for phasing out single-use plastics in productions/offices. 9.3 Tenderers must also confirm that: • They will measure and report on the carbon footprint of the production, using the albert carbon calculator. • Certify the production using the albert Certification scheme, reporting on the final certification score and a summary of key actions taken along with the final paperwork. • Key production and editorial staff have or are planning to undertake albert’s Carbon Literacy training for Production. For further information on the BBC’s commitment to environmental sustainability, see here: https://www.bbc.com/aboutthebbc/reports/policies/sustainability

10 DIVERSITY & INCLUSION 10.1 The BBC is committed to building a more diverse workforce and creating a more inclusive workplace culture where everyone can thrive. We recently published a new Diversity & Inclusion plan for the period 2021-23 and have previously announced plans to devote at least £100m of our content spend on diverse productions and talent. 10.2 We want to encourage the whole media industry to step up the pace of change alongside us. Tenderers are requested to provide: • Confirmation that they will deploy the media industry’s Diamond reporting tool for tracking the diversity of their production. • An overview of specific commitments or policies that your organisation has in place to improve diversity and inclusion. • Details of any diversity targets you have set for your workforce and where you are as of today.

10.3 The BBC has also stated that for new commissions from April 2021, producers will be encouraged to ensure that at least 20% of their workforce are from the following under-represented groups: • Those from Black, Asian or minority ethnic backgrounds. • Those with lived experience of a disability. • Those from lower income backgrounds - to achieve socio-economic diversity. 10.4 Tenderers are requested to provide the BBC with information on whether their organisation’s workforce meets the minimum threshold outlined above – and, if not, when it might do so. We recognise that the development of a widely

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accepted measurement of socio-economic diversity is still in its infancy and therefore it may not (yet) be possible to accurately assess this specific component. The BBC is working with other broadcasters, The Creative Diversity Network and Pact to improve the consistency of definitions, monitoring protocols and reporting through Diamond. For further information on this, and the 20% target more generally, see here.

Page 15 ITT WSL 21-24 Section C - Instructions to Tenderers Requirements

S e c t i o n C – Instruction to Tenderers

Tenders must be submitted in accordance with the following instructions. Tenders not complying with these instructions may be rejected by the BBC whose decision in the matter will be final.

1.0 TENDER SUBMISSION 1.1 The ITT submission should be submitted to Sue Rock Tender Manager: sue.rock@.co.uk 1.2 The ITT submission must be received no later than 5pm on the dates set out in the timetable set out in section A, paragraph 0. 1.3 The tender documents should be submitted in an electronic version and should either be protected as a “read only” MsWord file or saved as a pdf file or equivalents. 1.4 Tender documents are submitted entirely at the Tenderer’s own risk. Tenderers are strongly advised to submit their final responses in good time to avoid the possibility of difficulties caused by unforeseen network or transmission problems. 1.5 This ITT is not a contract. However, the information contained in this ITT, together with the submissions of the Successful Tenderer will form the basis of the final contract between the BBC and the Successful Tenderer. The BBC considers ITT submissions to be accurate representations of the Tenderers’ ability to produce and deliver the Programme to the BBC requirement and will be relying on these responses in the event that the Tenderer is successful, and the BBC enters into a contract with the Tenderer in relation to the Programme. 1.6 All responses must be in English. 1.7 The BBC reserves the right to exclude any Tenderer that is found to either (a) provide information which is untrue; (b) be in breach of any of the terms of the NDA. 1.8 Participation in the tender process is confidential unless mutually agreed otherwise between the Tenderer and the BBC. The BBC reserves the right to exclude any Tenderer who does not maintain confidentiality regarding their participation in this tender process.

2.0 FORMAT AND CONTENT OF ITT SUBMISSIONS The structure and format of the ITT submission should be as follows:-

2.1 Part 1 – Proposal Summary 2.1.1 This should include an overview of the ITT submission, summarising all key aspects of the proposal. 2.1.2 This summary should also include an organisation chart showing the names, responsibilities and official designations of the principal personnel who will be involved and must indicate those persons who would liaise with the BBC on all matters relating to the production and delivery of the programme. 2.1.3 If the ITT submission is from a partnership, details of the responsibility of each partner and details of the structure of the partnership should also be included.

2.2 Part 2 – Proposals 2.2.1 The Tenderer’s detailed ITT submission, explaining how the proposal responds to the BBC’s requirements outlined in Section B of this ITT. 2.2.2 The Tenderer’s proposals for funding the production and delivery of the programmes as set out in Section B, taking into account the information in this ITT and any other information supplied during the tender process.

2.3 Part 3 – Risk Management

Page 16 ITT WSL 21-24 Section C - Instructions to Tenderers Requirements

2.3.1 The Tenderer should identify specific risks and the processes or systems that will be put in place to manage the identified risks. 2.3.2 Tenderers should declare any interests and potential conflicts of interest, financial or otherwise, direct or indirect, which may impair their ability to produce the Programme to the Editorial and Broadcast Standards required.

2.4 Part 4 – Response to BBC Key Contract Terms 2.4.1 Confirmation of acceptance of the BBC’s Key Contract Terms, provided at Section D and full contractual documentation provided as part of Programme production information to eligible tenderers. Any contractual issues, particular to the Tenderer’s proposal which Tenderers might have upon review of the Key Contract Terms and the contractual documentation, should be addressed by completing the Compliance Matrix in the Form of Tender, provided at Section F. 2.4.2 Please note that the BBC will not consider any matters which are not set out in the Compliance Matrix but are raised at a later date.

2.5 Appendix 1 – Form of Tender 2.5.1 A completed and signed Form of Tender as provided at Section F, confirming that all sections of the ITT have been read, understood and accepted. Any aspects of the Tender which are non-compliant, or which require further clarification with the BBC should be noted by completing the Compliance Matrix provided in Section F. 2.5.2 For the avoidance of doubt, identification of any such non-compliant aspects does not imply acceptance by the BBC of such non-compliance unless and until confirmation of acceptance is given in writing.

2.6 Appendix 2 – Company Policies This part of the response should include details of the Tenderer’s Diversity & Inclusion and Sustainability Policies.

2.7 Appendix 3 – Budget 2.7.1 This part of the response should include a full budget and financial plan for all elements of the proposal.

3.0 EVALUATION: AWARD CRITERIA

3.1 Award Criteria

3.1.1 The BBC will evaluate all ITT submissions against the Award Criteria listed below. 3.2.1 Each Award Criteria will be weighted and scored on a scale of 1 to 10 (where 1 is poor and 10 is excellent).

Award Criteria Editorial proposal and journalistic judgement (35%). To include indicative elements such as:

➢ Look and feel of the whole production with emphasis on programme running orders, style and presentation. ➢ Strength of ideas of content/feature pieces for both WSL and WFAC and how they work across multiple platforms. ➢ Quality of ideas to widen the appeal to audiences between the ages of 16 - 34 years. ➢ Extent to which proposals would create impact across the BBC/BBC Sport to maximise the awareness of women’s football. ➢ Relevant experience of key production personal. ➢ Extent and depth of collaboration with the FA and key BBC stakeholders. ➢ Robustness and freshness of thoughts for on-screen talent and development.

Page 17 ITT WSL 21-24 Section C - Instructions to Tenderers Requirements

Award Criteria Robustness of match and presentation plans (30%): To include indicative elements such as: ➢ Strength and clarity of technical delivery plans. ➢ Use of new technologies both on and off screen. ➢ Robustness of remote production plans. ➢ Relevant experience of key personnel and contractors.

Value for Money (15%). To include indicative elements such as: ➢ Maximising on-screen impact of available budget. ➢ Financial plan, budget and their sustainability. ➢ Transparency of cost of changes in requirements. ➢ Clear understanding of how to produce programmes of this type in an efficient way. ➢ Strategy for future years and how they will achieve efficiencies over time.

Alignment with the BBC’s strategic priorities (20%). To include indicative elements such as: ➢ Commitment to diversity & inclusion both on and off-air. ➢ Environmental Sustainability of production plans and across your organisation. ➢ Demonstrably an ‘out of London’ production.

4.0 QUERIES 4.1. All queries in connection to this Tender that Tenderers wish to raise should be submitted to the BBC nominated representative(s) no later than 2 working days before the deadlines for submissions outlined in Section A, paragraph0.1. 4.2. In the interest of fair competition, anonymised questions and responses will be circulated to all Eligible Tenderers, where the BBC considers it is appropriate to do so. 4.3. Tenderers are offered the opportunity to discuss the ITT and requirements with representatives of BBC Sport before the deadline for clarification questions. These sessions will take place w/c 12th April. Tenderers who wish to take up this opportunity should contact Sue Rock, Tender Manager to arrange the session.

5.0 NOMINATED REPRESENTATIVES 5.1 BBC - The BBC’s nominated representative for this tender is: Primary: Sue Rock, Tender Manager Email: [email protected] Secondary: Neil Land, Head of Business Email: [email protected] 5.2 No individual other than the BBC nominated representative (or their delegates as advised by the BBC) is authorised to discuss the contents or the substance of the ITT with the Tenderers. Tenderers will be advised of any change or addition to the BBC nominated representative(s). 5.3 Tenderers must nominate a single point of contact within their organisation that will be responsible for all communication related to the ITT. The name and contact details of the nominated representative must be included in the ITT submission. 5.4 If Tenderers wish to change the nominated representative for any reason, it must inform the BBC’s nominated representative via email.

6.0 MODIFICATION AND WITHDRAWAL

Page 18 ITT WSL 21-24 Section C - Instructions to Tenderers Requirements

6.1 The BBC may modify the ITT (including the timetable as outlined in Section A, paragraph 0 at any time prior to the deadline for receipt of submission. Any such amendment will be notified in writing to all Eligible Tenderers. To allow time for such amendment to be taken into account, the BBC may, at its discretion, extend the deadline for receipt of ITT submissions. 6.2 Tenderers may modify their ITT submissions prior to the deadline for receipt by giving written notice to the BBC and resubmitting documentation as agreed with the BBC’s nominated representative. No Tender may be modified after the deadline for receipt. 6.3 Tenderers may withdraw from the Tender process at any stage by informing the Tender Manager in writing. Withdrawal is final and withdrawing Tenderers will not be eligible to re-join the Tender process.

7.0 CONTRACT AWARD 7.1 The BBC reserves the right to perform any appropriate due diligence (including but not limited to financial and health and safety assessments) at any stage of the tender process prior to the award of a final contract to the Preferred Tenderer. The Preferred Tenderer will provide all assistance required in order to achieve this. 7.2 The BBC will notify the Preferred Tenderer in writing. If agreement is reached with the Preferred Tenderer, then the BBC will notify the unsuccessful Tenderers as soon as reasonably practical and the contract will be awarded to the Successful Tenderer. 7.3 Any Contract resulting from the ITT will be between the BBC and the Successful Tenderer and will include the BBC’s Key Contract Terms as provided at Section D, the contractual documentation provided to eligible tenderers and any specific amendments requested by Tenderers in the Form of Tender, at Section F and subsequently agreed by the BBC (no subsequent variations will be accepted unless agreed by the BBC). 7.4 In awarding the Contract, the BBC may request additions or modifications to the editorial proposition to incorporate any BBC originated ideas, which may not have been included in the Successful Tenderers submission, provided that any such requests can be accommodated within the agreed contract price. 7.5 By submitting their proposal, Tenderers confirm acceptance of the Key Contract Terms and any other contractual documentation provided to Tenderers, subject to any specific amendments requested in the Form of Tender in Section F and subsequently agreed by the BBC. Requested amendments to the Key Contract Terms or other contractual documentation will be evaluated in accordance with the Award Criteria detailed in Section C, paragraph 3.1.

8.0 GENERAL 8.1 ACCEPTANCE AND REJECTION OF TENDERS - The BBC reserves the right to accept or to reject any Tender (or part of a tender) and to annul the Tender process and reject all Tenders at any time prior to Award without incurring any liability to the affected Tenderers. 8.2 VALIDITY - Tenders must remain open for acceptance for 120 days from the closing date of the ITT submission. The validity period should be confirmed by completing the Form of Tender provided at Section F. ITT submissions must be signed by a representative of the organisation who must also have corporate authority to sign any resultant Contract. 8.3 COSTS ASSOCIATED WITH TENDERING - All costs incurred directly or indirectly in responding to, preparing and submitting the ITT or those costs which arise out of any presentations requested by the BBC will be borne wholly by the Tenderer. 8.4 PUBLICITY - Tenderers shall not, without the prior consent of the BBC, make any reference to the BBC in any advertising, promotional or published material, nor speak in public about the BBC or its affairs in connection with this Tender. 8.5 USE OF BBC LOGO - Tenderers must not use or reproduce any BBC logo or otherwise make reference to the BBC without the prior consent of the BBC, other than to the extent required in order to prepare a submission to the ITT. 8.6 INDUCEMENT - The offering of inducement of any kind in relation to obtaining this or any other contract with the BBC will automatically disqualify a Tenderer and may constitute a criminal offence.

Page 19 ITT WSL 21-24 Section D – Key Contract Terms

S e c t i o n D – Key Contract Terms The Successful Tenderer will be the Producer of the Programme (“Producer”). The contract shall be awarded for the Programme for a minimum period of 3 years and will cover production and delivery of the BBC’s coverage of TV live production and coverage of the FA Women’s Super League, Women’s FA Cup Semi-Finals and Final and FA Women’s Community Shield from August 2021 to July 2024, comprising the three seasons 2021/22, 2022/23 and 2023/24. The contract shall contain the following key terms:

1.0 PRE-CONDITIONS 1.1 The Producer shall ensure that it meets the following minimum insurance requirements:

• public liability insurance and, where applicable, product liability insurance, which shall each have a limit of liability of be no less than £3,000,000 (Three Million Pounds Sterling) per occurrence (and in the annual aggregate in respect of product liability insurance); and • professional indemnity insurance and/or errors and omissions insurance which shall have a limit of liability of no less than £1,000,000 (One Million Pounds Sterling) per occurrence (and £3,000,000 (Three Million Pounds Sterling) in the aggregate); • and each with scope of cover appropriate to the potential liability of the Producer arising out of this Agreement.

1.2 The Producer may obtain insurance either under the BBC Film and Television Production Scheme arranged by Quartz (the “Quartz insurance") or with such other reputable insurance company, subject to the BBC’s written approval. 1.3 The Producer must comply with all relevant Health and Safety legislation for the time being in force and must either have been vetted by the BBC’s Health and Safety department within the previous 36 months or arrange to be re- vetted and obtain BBC H&S approval prior to contract. 1.4 In making the Programme the Producer shall comply with the BBC Guidelines and comply with all applicable law including but not limited to: child protection legislation, disability discrimination legislation, data protection legislation, anti-bribery legislation, construction design and management regulations and all regulations and orders made under such legislation. 1.5 The Producer shall ensure that, in compliance with the OFCOM Regional Production qualification criteria, the Programme shall qualify as a Regional Production. The Producer shall be able to demonstrate to the BBC how it can meet the requirements of an ‘out of London’ production. 1.6 The Producer shall ensure that all production personnel directly engaged by the Producer, or a company within the same group, working on the production and/or delivery of the Programme to the BBC are paid the appropriate Real Living Wage according to the location of their work within the UK as applicable. The rate of the Real Living Wage that the BBC is taking as a benchmark is that set out by the Living Wage Foundation. 1.7 The Producer and the BBC will need to agree the detailed Editorial Specification in the form published on the BBC’s Commissioning Website, and for the avoidance of doubt, the Producer will be required to secure the BBC’s prior written approval of key on and off screen talent and production staff including the Executive Producer. 1.8 Relevant personnel employed or engaged by the Producer and working on the Programme may be required to sign non-disclosure agreements with the BBC in connection with access they are granted to any BBC systems in the course of producing and delivering the Programme to the BBC.

2.0 FINANCE 2.1 Financial Terms shall reflect Section B paragraph 3.0 of the ITT and the Producer’s response as accepted and confirmed by the BBC.

3.0 RIGHTS & REVENUE 3.1 Production of the Programme is offered on a work for hire basis:

Page 20 ITT WSL 21-24 Section D – Key Contract Terms

• The ownership of the copyright and other rights in the Programme, including the format and title, will be vested absolutely in the BBC. • The BBC shall be under no obligation to re-commission the Producer to produce the Programme at the end of the Contract period.

4.0 PRODUCTION 4.1. The Producer will have access to specific pan BBC Archive systems while contracted to produce and deliver the Programme for the purposes of producing and delivering that Programme. For the avoidance of doubt this refers to the BBC digital archive via the Redux tool and not the BBC Sport Archive referred to in section B 2.7. All use of archive material will abide by the relevant Editorial Guidelines and guidance.

4.2. The Producer will have access to BBC Archive footage the purposes of producing the Programme on the following basis:

• Producer will not be required to pay for Public Service Use of the Programme. • Producer will be required to clear archive for commercial use as part of the distribution requirements (if applicable). 4.3. In the event that complaints are made in connection with the Programme, the Producer will be available to prepare and submit evidence in accordance with the relevant BBC Complaints Procedure.

5.0 DELIVERABLES 5.1 The provisions set out in the Editorial, Technical & Delivery and Financial sections of the Requirement in Section B shall be reflected as terms of the Contract.

6.0 TERMINATION AND TAKEOVER 6.1 The BBC shall also be entitled to terminate the contract (without prejudice to any other rights or remedies that the BBC may have) in the event that the BBC determines (acting reasonably) that one (or more) of the pre-conditions set-out above are not being fulfilled.

6.2 The BBC’s standard rights of termination or takeover of production of the Programme will apply.

Page 21 ITT WSL 21-24 Section E - Non-Disclosure Agreement (NDA)

S e c t i o n E – Non Disclosure Agreement Effective Date: [Day] [Month] 2021

BETWEEN:

The British Broadcasting Corporation whose principal place of business is at , Portland Place, London W1A 1AA (the “BBC”) and

[name and registered office of company/name of individual] (the “Recipient”)

The BBC has agreed to provide to the Recipient information relating to the tendering process for BBC coverage of Women’s Super League, Women’s FA Cup and Women’s Community Shield (the “Project”). The BBC and the Recipient are entering into this Agreement (“Agreement”) in order to define their respective rights and obligations in relation to the disclosure of Confidential Information by the BBC to the Recipient in connection with the Project.

1 Definitions

In this Agreement:

1.1 “Confidential Information” means information whether in written or any other form whatsoever which:

1.1.1 by its nature is confidential, is designated by the BBC as confidential; or the Recipient knows or ought to know is confidential; and

1.1.2 is disclosed by or on behalf of the BBC to the Recipient, or otherwise is in the possession of the Recipient, in connection with the Project and whether disclosed before, on or after the Effective Date at the top of this Agreement.

1.2 Notwithstanding Clause 1.1 above, Confidential Information shall not include information which:

1.2.1 entered or subsequently enters the public domain without breach of this Agreement or any other obligation of confidentiality by the Recipient;

1.2.2 the Recipient can demonstrate was already in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the BBC and was not previously acquired from the BBC under any obligation of confidentiality;

1.2.3 is disclosed to the Recipient by a third party without breach by the Recipient or such third party of any obligation of confidentiality owed to the BBC;

1.2.4 the Recipient can demonstrate is independently developed or discovered by or for it not as a result of any activities relating to the Project;

1.2.5 is hereafter disclosed by the BBC to a third party without restriction on disclosure or use, including, by way of the publication of a patent specification;

1.2.6 is disclosed by the Recipient with the prior written permission of the BBC; and

Page 22 ITT WSL 21-24 Section E - Non-Disclosure Agreement (NDA)

1.2.7 is required to be disclosed in accordance with the FOIA, if applicable, or otherwise is required to be disclosed by law, order of court, the requirements of any regulatory or taxation authority or the rules of any stock exchange.

1.3 “FOIA” means the Freedom of Information Act 2000 or any replacement legislation.

1.4 “Purpose” means any discussions and negotiations between or within the parties concerning or in connection with the Project.

1.5 Headings are for reference only and shall have no effect on the interpretation of this Agreement.

1.6 References to “includes”, “including”, “for example” or “such as” shall not imply any form of limitation.

2 Restrictions on Disclosure and Use

In consideration of the BBC’s disclosure of Confidential Information, and subject always to the requirements of Clause 3, the Recipient undertakes to the BBC:

2.1 to keep the Confidential Information confidential at all times;

2.2 to use it only for the Purpose and not for any other purpose including not to make any commercial use of it and not to use the same for the benefit of itself or any third party other than pursuant to a further agreement with the BBC. For the avoidance of any doubt, the disclosure of the Confidential Information by the BBC does not in itself constitute an offer by the other nor form the basis of any future contract unless the parties specifically agree otherwise.

2.3 not to disclose, without the BBC’s prior written consent:

2.3.1 the fact that the Confidential Information has been made available to the Recipient or any other person or

2.3.2 the fact of discussions or negotiations between the Recipient and the BBC in relation to the Project; or

2.3.3 any proposed or possible terms or conditions which are applicable in relation to the Project;

2.4 to take reasonable security precautions (at least as comprehensive as the precautions the Recipient takes to protect its own confidential information which the Recipient warrants are adequate to prevent unauthorised disclosure, copying or use) to keep confidential the Confidential Information;

2.5 not to disclose Confidential Information to any person except in confidence to such of its directors, trustees, employees and professional advisers who reasonably need access to the Confidential Information for the Purpose and provided that all such persons to whom Confidential Information is so disclosed are informed of the terms of this Agreement and prior to disclosure to them either:

2.5.1 are obliged by their contracts of employment or service not to disclose the same; or

2.5.2 where no existing contractual obligation exists, have entered into legally binding confidentiality agreements on equivalent terms to this Agreement;

2.6 to be responsible for the performance of Clauses 2.1, 2.2, 2.3 and 2.4 above on the part of its directors, trustees, employees and professional advisers to whom Confidential Information is disclosed pursuant to Clause 2.5 above;

Page 23 ITT WSL 21-24 Section E - Non-Disclosure Agreement (NDA)

2.7 not to copy, reproduce, summarise or reduce to writing any part of any Confidential Information except as may be reasonably necessary for the Purpose and that any copies, reproductions, summaries or reductions so made shall be the property of the BBC; and

2.8 not to reverse engineer, decompile or disassemble any software disclosed by the BBC.

3 FOIA and other Compulsory Disclosure

3.1 The Recipient recognises that, if FOIA is applicable, the BBC may be required to release information under FOIA whether the information is held by the BBC, by the Recipient or another person on behalf of the BBC. If the BBC receives a FOIA request for information and requires assistance in obtaining such information, the Recipient (or any agent or sub-contractor of the Recipient) shall at its own cost ensure (and procure that any of its agents and sub- contractors so ensure) that the BBC’s request for assistance is responded to promptly and in any event within 5 days of receipt.

3.2 In the event that the Recipient is required by law to disclose Confidential Information the Recipient will provide the BBC with prompt written notice thereof and shall use reasonable endeavours to consult with the BBC with a view, as far as practicable, to taking into account the BBC’s views in determining whether to disclose the information and/or the timing, manner and content of disclosure.

4 Notification of Unauthorised Disclosure

The Recipient shall notify the BBC immediately upon discovery of any unauthorised use or disclosure of Confidential Information by the Recipient or any person to whom it discloses pursuant to this Agreement, or any other breach of this Agreement by the Recipient or such other person, and shall co-operate with the BBC in every reasonable way to help the BBC regain possession of the Confidential Information and prevent its further unauthorised use.

5 Return of Confidential Information

5.1 Upon receipt of the BBC’s request in writing the Recipient shall, and shall procure that any persons to whom it discloses Confidential Information pursuant to this Agreement shall to the extent technically possible, return to the BBC all documents and materials containing Confidential Information, (including any copies, reproductions, summaries and reductions to writing thereof) or, at the BBC’s option, certify destruction of the same.

5.2 Notwithstanding the completion of the Purpose or the return of documents as contemplated in Clause 5.1 above, the Recipient shall continue to be bound by the undertakings set out in Clause 2.

6 Termination of Obligations

The obligations of the Recipient under Clause 2 of this Agreement shall expire five years from the date of this Agreement.

7 Property in Confidential Information and BBC Archive Material

7.1 All Confidential Information, and all BBC archive material provided to the Recipient (which may include access to programmes previously broadcast by the BBC, whether in whole or in part) (“BBC Archive Material”), will only be used by the Recipient strictly for the purpose of preparing their tender submission, and such Confidential Information and BBC archive material is and shall remain the property of the BBC notwithstanding anything added thereto by the

Page 24 ITT WSL 21-24 Section E - Non-Disclosure Agreement (NDA)

Recipient. By disclosing such information to the Recipient, the BBC does not grant any express or implied rights to the Recipient to the information or under any of the BBC’s patents, copyrights, trademarks, or trade secret information. No warranty or representation, express or implied, is given as to the accuracy, compliance, efficiency, completeness, capabilities or safety of any materials or information provided under this Agreement.

7.2 Access to BBC Archive Material will be granted from the date that the Recipient becomes an Eligible Tenderer and confirms to the BBC their intention to tender until the deadline for submission of the ITT Response. Accordingly, the Recipient hereby undertakes (i) to only access the BBC Archive Material during that period; and (ii) to limit such access to only 2 named individuals from the Recipient’s organisation.

7.3 The Recipient hereby warrants that they will only stream and/or download BBC Archive Material which is previous series of the Project, and acknowledges that the BBC may audit their use of access to BBC Archive Material under this Clause 7.

8 Non Assignment

This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.

9 Miscellaneous

9.1 Any notice required to be given pursuant to this Agreement shall be in writing and sent either by hand, by prepaid recorded delivery or registered post or by prepaid first class post, by fax confirmed by first class post, or by e-mail which has been received, as evidenced by receipt by the sender of a read receipt or acknowledgement by return email, to the relevant party at the address specified under its name below, and any such notice shall be deemed to have been received by the addressee at the time of delivery or in the case of prepaid first class post, two days after posting.

9.2 Any amendment or variation to this Agreement shall only be made by prior written agreement between the BBC and the Recipient.

9.3 The failure of either party to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter, as a waiver of another or constitute a continuing waiver.

9.4 Without prejudice to the rights of either party in respect of actions relating to fraudulent misrepresentation, this Agreement and any appendices and any documents referred to in this Agreement constitute the entire understanding between the parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the parties relating thereto.

9.5 The Recipient acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that the BBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

9.6 The unenforceability of any single provision of this Agreement shall not affect any other provision hereof. Where such a provision is held to be unenforceable, the parties shall use their best endeavours to negotiate and agree upon an enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the unenforceable provision.

Page 25 ITT WSL 21-24 Section E - Non-Disclosure Agreement (NDA)

9.7 This Agreement shall be governed by English law. It is irrevocably agreed for the benefit of the BBC that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceeding arising out of or in connection with this Agreement (in this Clause referred to as “Proceedings”) may be brought in such courts. Nothing in this Clause shall limit the right of the BBC to take Proceedings against the Recipient in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking by the BBC of Proceedings in any other jurisdiction, whether concurrently or not.

9.8 This Agreement may be executed in any number of counterparts, each of which when executed (and delivered or transmitted by electronic means) shall constitute a duplicate original, and all the counterparts shall together constitute the one agreement.

Signed for and on behalf of the

BRITISH BROADCASTING CORPORATION

Signature:

Name:

Title:

Date:

Signed for and on behalf of

[THE RECIPIENT]

Signature:

Name:

Title:

Date:

Page 26 ITT WSL 21-24 Section G – Regional Criteria S e c t i o n F – Form of Tender [on Company/Organisation letterhead]

Sue Rock Tender Manager BBC Sport Quay House – 3rd Floor MediaCity UK Salford M50 2EQ

Dear Sue,

Re: Tender for BBC Coverage of the International Highlights

I confirm on behalf of: [Organisation Name]

I have read and understood all sections of the ITT, and as a representative of the organisation, I hereby confirm my tender offer to the BBC.

I confirm that at the time of tendering there is no conflict of interest affecting any member of the organisation and that I shall disclose to the BBC any actual or potential conflict of interest of this nature arising from the submission of this Tender, or TV production of the project.

I hereby offer to enter into a Contract with the BBC upon the terms of the Key Contract Terms contained within Section D of the ITT and other terms as detailed in the ITT, including the terms outlined in the contractual documentation issued by the BBC as part of relevant Programme information, subject to any contractual issues addressed in the Compliance Matrix below that are subsequently agreed by the BBC.

I hereby agree that any terms or conditions of contract or any general reservations which may be printed on any correspondence emanating from us in connection with this Tender or with any contract resulting from this Tender, shall not be applicable to the Key Contract Terms.

I warrant that I have the corporate authority to sign this Tender and any resultant contract.

I agree that any contract that may result from this Tender shall be subject to English Law.

I understand that the BBC is not bound to accept the lowest priced or any Tender. I also understand the BBC has the right to accept only part of a Tender unless I have expressly stipulated otherwise.

I understand that offering an inducement of any kind in relation to obtaining this or any other contract with the BBC will disqualify this Tender from being considered.

Unless otherwise agreed in writing with the Tender Manager, I understand that anyone connected with this Tender is not permitted to contact anyone engaged by BBC Sport on the Programme or any on-screen talent connected with the Programme or BBC Sport’s suppliers seeking information about the current production of the Programme. I understand that my Tender may be disqualified from being considered should my organisation be found to be in breach of this requirement.

I understand that this Tender will remain open for acceptance by the BBC for a period of one hundred and twenty (120) days from the closing date for return of Tenders specified in the ITT.

I hereby confirm that this Tender fully complies with all the requirements stated within the ITT.

Page 27 ITT WSL 21-24 Section G – Regional Criteria

Yes No

If ‘No’ please list below all matters in relation to which the Tender does not comply with the requirements as set out in the ITT and any requested amendments to the Key Contract Terms attached at Section D or the contractual documentation issued as part of relevant Programme information.

Please note that the BBC will not consider any matters which are not set out in the table below but which are raised at a later date.

Sequentially number each point in the first column for ease of reference. If required add rows to this Compliance Matrix for additional points of non-compliance.

Reference Cross reference to Matter not complied with or Reason for non-compliance, alternatives Number relevant section of ITT, Requested Amendment offered, effect on the Tender Key Contract Term or other contractual terms

Signed:

Print Name: Position: Email Address: duly authorised to sign Tenders for and on behalf of: [Organisation Name]

Date: [Day] [Month] 2021

Page 28 ITT WSL 21-24 Section G – Regional Criteria

S e c t i o n G – R e g i o n a l C r i t e r i a

1.1 The production must qualify as an ‘out of London’ production in line with established Ofcom guidance in this area. The BBC is using the following definitions in order to determine whether this production qualifies as a Nations or Regional Production.

1.2 The production must meet AT LEAST TWO of criteria (a) (b) & (c) below. The Successful Tenderer will be required to meet the regional programme qualifying criteria within three months of the date of Contract Award.

1.3 Please indicate which criteria your company will meet for the production in the table below.

Regional Criteria Yes/No

a) The production company must have a substantive business and production based in the Nations or Regions. A base will be taken to be substantive if it is the usual place of employment of executives managing the regional business, of senior personnel involved in the production in question, and of senior personnel involved in seeking programme commissions; b) At least 70% of the production budget (excluding the cost of on-screen talent, archive material and copyright costs) must be spent in Nations/Regions. c) At least 50% of the production talent (i.e. not on-screen talent) by cost must have their usual place of employment in Nations/Regions. Freelancers without a usual place of employment in Nations/Regions will nonetheless count for this purpose if they live in Nations/Regions.

1.4.1 Please provide a list of senior personnel at the substantive base who will work on the programme:

Name Production Role

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