Special Terms
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DATED day of 2020 BBC IP COMMISSIONING AGREEMENT BETWEEN (1) THE BRITISH BROADCASTING CORPORATION (2) LIMITED __________________ [PROGRAMME TITLE] __________________ THIS PROGRAMME PRODUCTION AGREEMENT FOR A BBC-OWNED FORMAT/PROGRAMME Dated day of 2020 IS MADE BETWEEN: (1) THE BRITISH BROADCASTING CORPORATION of Broadcasting House, London W1A 1AA (“the BBC”) and (2) [ ] LIMITED of [ ] Company Registration Number [ ] (“the Producer”) AGREEMENT BETWEEN THE PARTIES: 1. The Producer shall produce and deliver to the BBC a radio programme or series of programmes, the detail of which is set out in Schedule 2 (“the Programme”) and the BBC shall pay the Licence Fee, in accordance with (i) the terms contained in the Special Terms set out in Schedule 1 to this Agreement (“Special Terms”), (ii) the BBC’s General Terms for the Production of Radio Programmes by Independent Producers (2015), a copy of which has been provided to the Producer and which is also published on http://downloads.bbc.co.uk/commissioning/site/radio-general-terms-2015.pdf (“the General Terms”) and (iii) the other Schedules to this Agreement. 2. Words and expressions defined in General Term 1 of the General Terms shall have the same meanings where used elsewhere in this Agreement. 3. This Agreement shall take effect from the date of commencement of production on the Programme by the Producer or the date of execution of this Agreement whichever is the earlier. 4. In the event of any conflict or inconsistency between the Special Terms and the General Terms, the former shall prevail. This Agreement is entered into on the date written above. Signed: …………………………………………………. (for and on behalf of the British Broadcasting Corporation) Name: …………………………………………………. Position: …………………………………………………. Signed: …………………………………………………. (for and on behalf of Producer) Name: …………………………………………………. Position: …………………………………………………. BBC Radio Independent Producer BBC IP COMMISSIONING AGREEMENT SPECIAL 2 TERMS – November 2020 Schedule 1 Special Terms 1. BBC Representatives: Name Telephone Email BBC Editorial Representative BBC Finance Representative BBC Business Affairs Manager 2. Licence Fee: 2.1 It is agreed that the total Licence Fee shall be £[ ](excluding VAT) (this is based on a per episode fee of £). On the invoice the following must be stated: Programme Purchase Order number __________________ BBC Reference: The invoice should be sent to: BBC ACCOUNTS PAYABLE, PO BOX 747, REDHILL RH1 9GE or directly through the BBC’s electronic invoicing portal. 2.2 Payable: In accordance with the following Stage Payments: 3. Contributor rights - pre-paid uses 3.1 The Producer shall contract contributors to the Programme within the Licence Fee on the minimum basis as set out in General Term 6 save only as may be varied in Special Term 3.2 or as otherwise agreed in writing by the BBC. 3.2 The minimum pre-payment required to be made within the Licence Fee in relation to the following contributors is as set out below: Artists Presenters/ Interviewees/ Narrators/ Voiceovers Writers Archive and Stills (if applicable) Other 4. Agreed Recoupments (as referred to in the definition of Net Revenue) BBC Radio Independent Producer BBC IP COMMISSIONING AGREEMENT SPECIAL 3 TERMS – November 2020 None 5. Variations to General Terms 5.1 The Producer agrees that the words “Merchandise Rights” and “Commercial New Media Rights” shall be removed from the definition of “Distribution Rights”. 5.2 The definition of “Net Revenue” shall be deleted and replaced with the following: ““Net Revenue” – means gross revenue arising in relation to the exercise of the Distribution Rights (less any element withheld from the relevant distributor by way of withholding tax duty or levy) less the following deductions in the following order of priority where applicable and in the case of (d) (e) and (f) applied only to the revenue to which the advance or direct costs relates: (a) reasonable and customary distribution commission in line with standard industry practice (which shall be inclusive of any sub-distributors and/or sub-licensees and/or agents’ commission and which shall be approved by the BBC or Producer as appropriate where the relevant distributor is, or is connected to, the other party, such approval not to be unreasonably withheld or delayed); (b) all direct costs and expenses of and relating solely and directly to the exploitation of the Distribution Rights in line with standard industry practice (including but not limited to any actual costs incurred in respect of prints and master materials, publicity, advertising, shipping, freight and insurance, reversioning, editing, dubbing and subtitling the Programme, stock, duplication, physical distribution, artwork, sleeve duplication and certification); (c) any payments of residuals or royalties or use fees or repeat fees payable in relation to the exercise of the Distribution Rights in accordance with normal practice in the independent radio production sector (but not including those relating to exploitation by the BBC of the BBC Public Service Rights during the Licence Period which have been prepaid); (d) any advances (including distribution advances) which are: 1. paid by a third party to the BBC or Producer as appropriate in respect of the Programme; 2. actually applied by the BBC or Producer as appropriate towards the direct cost of production of the Programme; 3. recoupable by such third party; and 4. agreed by the BBC and specified in the Special Terms. And such advances shall be deducted only from revenue from the Programme and not Audio Visual Content; (e) any advance made by the Producer (in excess of the Licence Fee) and actually applied towards the direct cost of production of the Programme(s) which has been agreed with the BBC and is specified in the Special Terms (and such advances shall be deducted only from revenue from the Programme and not Audio Visual Content); (f) in the case of gross revenue from exploitation of Audio-Visual Content only, the direct costs of production of the Audio-visual Content as pre-agreed with the BBC; (g) any other amounts agreed with the BBC and specified in the Special Terms (or otherwise subsequently agreed with the BBC in writing) to be recoupable or deductible from gross revenue; BBC Radio Independent Producer BBC IP COMMISSIONING AGREEMENT SPECIAL 4 TERMS – November 2020 except where the BBC or Producer as appropriate is entitled to a share of gross revenue arising in connection with the exercise of the relevant Distribution Rights where none of the deductions listed in (a)-(g) above are applicable in which case Net Revenue shall mean the share of gross revenue arising in relation to the exercise of the Distribution Rights payable to the BBC or Producer as appropriate by the distributor Provided That and without prejudice to the generality of the foregoing, in respect of exploitation of Audio-Visual Content only and where the direct costs of production are met by the Producer, the share of gross revenue for which the BBC or Producer is entitled to and arising in connection with the exercise of the applicable Distribution Rights for such Audio-Visual Content shall be applied first to the direct costs of production of Audio- Visual Content as pre-agreed with the BBC.” 5.3 Clause 12.1 shall be deleted and replaced with the following: “12.1 Assignment 12.1.1 Subject to any underlying rights clearances as specified in the Special Terms and subject to General Term 12.1.2 the Producer as legal owner with full title guarantee assigns to the BBC absolutely the entire copyright whether vested contingent or future and all right title and interest of whatever nature (including without limitation the Format, the BBC Public Service Rights and Distribution Rights in the full Programme (save as expressly permitted in General Term 16 and notwithstanding General Term 12.1.2), any rental and lending rights, any domain names, design rights, rights in trade marks or other similar rights and the benefit of all production contracts relating to the Programme) in and to the Programme in all languages and in all the materials used or created and in the products of the services provided in connection with the Programme including without limitation the publicity stills and title of the Programme whether now known or in the future created to which the Producer is now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force in any part of the world TO HOLD the same to the BBC its successors licensees and assignees absolutely for the full duration of such rights (including all renewals reversions and extension thereof and thereafter (to the extent possible) in perpetuity) throughout the world. 12.1.2 Notwithstanding General Term 12.1.1 the Producer may set out in writing at the time of tendering and/or during the course of the Agreement as applicable (but at the latest at the time of inclusion in the Programme) any new format elements or creative elements in the Programme that it has itself created or will create, on the following basis: 12.1.2.1 such elements must be sufficiently distinctive, outside of the Programme specification contained in the tender document and/or beyond the reasonable expectation of creative renewal in making the Programme; 12.1.2.2 any proposed new format elements or creative elements set out will be defined and agreed in writing with the BBC (“Agreed New Creative Elements”); 12.1.2.3 the BBC will have the perpetual right to use the Agreed New Creative Elements as contained within any