Strategic Partnership Deed of Agreement between the BBC and S4C

This Deed of Agreement is made the xxx between:

THE BRITISH BROADCASTING CORPORATION, a corporation incorporated under Royal Charter, whose principal office is at Broadcasting House, 1 Portland Place, London W1A 1AA (“BBC”); and S4C a statutory corporation of Parc Tŷ Glas, Llanishen, Cardiff, CF14 5DU (“S4C”). (together “the Parties”) WHEREAS

th (A) On 17 October 2006, the Parties entered into a deed (the “Original Agreement”) in which they agreed upon the principles and procedures according to which a range of BBC licence fee funded programmes and other services would be provided by the BBC to S4C in a manner appropriate for the needs of public service broadcasting through the medium of the Welsh language.

(B) The Original Agreement recognised the responsibilities and traditions of both organisations in providing high-quality public services to audiences in the Welsh language. and that both S4C and the BBC perform critical roles in supporting and nurturing the development of the Welsh language, and that the public value of Welsh language services, across various media and platforms, would benefit from a closer strategic partnership between the two broadcasters and the Parties intend that these principles are taken forward in this Agreement.

It is agreed and this Deed witnesses as follows: 1.1 Section 58(1) of the Broadcasting Act 1990 provides that:

For the purpose mentioned in subsection (1A) the BBC shall:

(a) provide to the Welsh Authority (free of charge) sufficient television programmes in Welsh to occupy not less than ten hours’ transmission time per week; and (b) do so in a way which meets the reasonable requirements of the Authority.

(1A) The purpose is to enable the Welsh Authority to fulfil— (a) so much of the public service remit for S4C as is contained in paragraph 3(2)(a) and (b) of Schedule 12 to the Communications Act 2003; and

(b) so much of the public service remit for S4C Digital as is contained in paragraph 3(3) of that Schedule”. Nothing in this Deed diminishes or replaces that statutory duty.

1.2 S4C recognises that the BBC must operate within the duties placed upon it by its Royal Charter and the Agreement between it and the Secretary of State for Culture, Olympics, Media and Sport and must deal with the licence fee as set out therein. The BBC recognises that S4C is a statutory entity. As such S4C derives its powers from statute and is unable to act in a manner that is outside the specific powers granted to S4C by Parliament. S4C is under a duty to spend its grant-in-aid in accordance with the provisions of the Broadcasting Acts 1990 and 1996 and the Communications Act 2003. From 1 April 2013, S4C will be under an obligation to spend licence fee funding which it receives from the BBC Trust in accordance with an Operating Agreement between the BBC Trust and the S4C Authority. 1.3 The word partnership throughout this document is defined as the process of two bodies acting together with goodwill and co-operation. Nothing contained in this Deed shall be taken to imply that a legal partnership exists between the BBC and S4C. 1.4 References in this Deed to the BBC’s Royal Charter and its Agreement with the Secretary of State for Culture, Olympics, Media and Sport and to any statute, statutory provision, regulation, rule or code shall be construed as a reference to such Charter, Agreement, statute, statutory provision, regulation, rule or code as amended, modified, replaced or re-enacted from time to time. 1.5 This Deed sets out a strategic framework for the BBC’s renewed commitment to provide its Contributed Programming to S4C. A separate Operating Agreement specifies the scope of the wider S4C services to be funded out of the BBC licence fee from April 2013 until March 2017. Any application or interpretation of this Deed shall take into account the principles set forth in the Operating Agreement

2 Scope of the Agreement 2.1 This Deed and in particular the process set out at paragraph 5 shall be underpinned by two balancing obligations:

2.1.1 On the BBC to recognise that S4C is solely responsible for delivering its remit, its statutory duties (including duties in respect of expenditure of grant in aid) and its additional activities and objectives as set out in its Corporate Plan, Content Strategy and Statement of Programme Policy. The BBC both in its consultation and in its proposals, will respond positively and practically to S4C’s overall content strategy, and so seek to maximise the value delivered to the S4C services and audiences.

2.1.2 On S4C to recognise that the BBC’s contribution to S4C’s services pursuant to section 58 of the Broadcasting Act 1990 is an important element of the BBC’s remit and overall delivery to Welsh language audiences of its public purposes and the public service characteristics enshrined in its Charter and Agreement. Further, S4C recognises that the BBC and its Trust are solely responsible both for how they do this and for the value for money of the BBC’s expenditure, subject always to Section 58 of the Broadcasting Act 1990.

3 The BBC’s contribution of television programmes to S4C 3.1 The BBC shall provide S4C (free of charge) with sufficient television programmes in Welsh to occupy not less than 10 hours’ transmission time per week pursuant to its statutory obligations (the “Contributed Programming”) for exhibition on the S4C Services (as defined in Appendix 3) and otherwise in accordance with Appendix 3. The Contributed Programming shall be original first run Welsh language programming (“original” meaning new UK content and not repeats or acquisitions, except as agreed within the annual planning process set out in paragraph 5 below and set out within the Editorial Synopsis, and “first run” meaning that the Contributed Programming shall be exhibited in accordance with Appendix 3). Unless otherwise varied in the Editorial Synopsis, S4C shall have the rights in the Contributed Programming which are set out in Appendix 3 (“the Terms of Supply”).

3.2 Without limitation to the BBC’s statutory duty and commitment referred to at paragraphs 1.3 and 3.1 above the actual number of hours of programmes to be provided to S4C each year shall be determined during the annual planning cycle described below, and shall be subject to approval by the S4C Authority within the framework of its approval of the S4C Statement of annual Programme Policy and by the BBC Trust within the BBC’s annual strategic governance framework, and shall be included in the definition of “Contributed Programming”. Approval from either organisation shall not be unreasonably withheld or delayed.

4 Financial level of the BBC contribution

4.1 Subject to paragraphs 4.2 - 4.4 and Note 1, between the Financial Years 2013/14 and 2016/17 the financial value of the Contributed Programming and other programme- related and non-programme contributions (including, without limitation to the generality of the foregoing, sub-titling) from the BBC as reflected in each annual programming plan (together the “BBC’s Contribution”) will be as follows: 4.1.1 2013/14 £19.4 million – forecast

4.1.2 2014/15 £19.4 million – forecast

4.1.3 2015/16 £19.4 million – forecast 4.1.4 2016/2017 £19.4 million - forecast

Note 1 The figures above are subject to a 2.5% tolerance to allow for short-term timing differences across the year end. Any variances from the figures set out above would be matched by balancing variances in the following period, save that the sums set out above must be expended in full on the BBC’s Contribution by the end of the 2016/17 Financial Year unless otherwise agreed by S4C.

4.2 For the avoidance of doubt the BBC may at any time increase the forecast budget for for 2013/14, 2014/15, 2015/2016 and 2016/2017 and will inform S4C of any such decision.

4.3 Any BBC proposal to reduce the planned real financial value of the contribution from the levels indicated in this Deed shall be subject to prior consultation between the S4C Authority and the BBC Trust under the BBC’s Royal Charter.

4.4 The BBC Trust shall not consent to any reduction in the financial level of the forecast contribution in 4.1.1, 4.1.2 and 4.1.3 and 4.1.4 unless it is satisfied that the public value of the BBC’s contribution to S4C, and to the S4C Service as a whole, shall not be reduced by the proposed change.

5. Annual editorial planning framework

5.1 In this section, in all cases where agreement is required between the BBC and S4C, or between the Audience Council for Wales (ACW) and the Authority, or between the BBC Trust and the Authority, each party shall be under an equal and balancing obligation to use all reasonable endeavours to reach such agreement. Neither party shall act unreasonably or cause undue delay.

5.2 The understanding of both the BBC and S4C in relation to the supply by the BBC of the drama series “Pobol y Cwm” is more particularly set out in a framework agreement made between the parties and of even date with this Deed, but insofar as “Pobol y Cwm” forms part of the Contributed Programming, the provisions of this Deed shall also apply. However, in circumstances where either party intends to implement a material change of programme supply in the areas of Sport or Pobol y Cwm during the term of this Deed, either party shall: 5.2.1 in the case of Sport content featuring international rugby and/or RaboDirect Pro12 provided as part of the Contributed Programming each give the other at least twenty four months written notice of such an intention unless the notice period is determined by the term of any relevant underlying sports agreement; 5.2.2 in the case of Pobol y Cwm either party shall each give the other such notice as may be required in accordance with the provisions set out in the framework agreement. 5.3 The parties shall take the steps set out in Appendix 1, within the timescales set out therein, in order to deal with the editorial planning and performance assessment of the Contributed Programming. With particular reference to the ongoing provision of the BBC News service as part of the Contributed Programming for the term of and in accordance with the provisions of this Deed, the parties shall establish a Joint News and Current Affairs Review Board (“the Board”) upon which there will be equal representation of S4C and BBC officers. The Board will convene at least once every four months and the Chairmanship of each successive Board meeting will alternate between S4C and the BBC. The Board will adopt terms of reference in the form set out in Appendix 5, to include:

(i) monitoring and reviewing performance of the BBC News and Current Affairs service against agreed objectives; (ii) discussing the strategic development of the BBC News and Current Affairs service on S4C; The deliberations and decisions of the Board shall at all times be consistent with the terms of this Deed.

5.4 At the outset of the first annual planning cycle under this Deed, the BBC shall, in agreement with S4C, define its commitments and core programming obligations in line with each of the BBC’s public purposes and Charter obligations.

5.5 At the outset of each annual planning cycle (see Appendix 1) and within the context of the budgets noted in paragraph 4.1 above, the BBC (acting through BBC Wales) shall consult S4C management about S4C’s likely requirements of BBC programming in contributing to S4C’s published Content Strategy.

5.6 In developing its response to S4C’s Content Strategy the BBC shall enter into discussion with S4C in order to seek to agree whether they consider that the response meets the reasonable requirements of the S4C Authority and the public purposes required by the BBC.

5.7 To evidence the total annual financial value of the BBC’s Contribution as set out at 4.1, BBC Wales shall prepare a programming plan, which shall be based upon S4C’s published Content Strategy (as approved by the S4C Authority), and which shall include hours of output by genre; an Editorial Synopsis for each programme strand and performance indicators consistent with the BBC Trust’s public value measurements. [see paragraph 9].

5.8 The Editorial Synopsis will contain the editorial specification and format, details of topicality and ancillary content, the subject matter for individual programmes (where agreed within the annual planning process), variations to the Terms of Supply, delivery dates, technical standards, public value performance measurements and S4C’s targets. The Editorial Synopsis will be in the form set out at Appendix 2. S4C is in the process of simplifying its editorial synopsis with independent producers and the parties shall negotiate in good faith any corresponding proposals by S4C to simplify the Editorial Synopsis in Appendix 2. The delivery dates in each Editorial Synopsis will be such as to allow S4C sufficient time to view the Contributed Programming in advance of transmission, except for live programming or other programming which, by its nature, needs to be made so close to transmission that it is not reasonably practicable for S4C to be given the opportunity to view it in advance of transmission.

5.9 Consultation between the BBC and S4C shall continue within the timescales set out in Appendix 1 until the programming plan has been agreed.

5.10 Once the programming plan has been agreed, the S4C Authority and the ACW shall assess the plan in consultation with the management of BBC Wales and S4C, and any

proposal to revise the substantive editorial contribution shall require the approval of both management teams.

5.11 On final agreement of the programming plan, the joint recommendation of the ACW and S4C Authority shall be submitted to the BBC Trust for approval within the BBC’s annual strategic governance framework.

5.12 In the event that agreement cannot be reached:

(i) between the BBC and S4C under paragraph 5.4, 5.6 or 5.9 above; or

(ii) between the ACW and S4C Authority under paragraph 5.11 above,

the position shall be reported to the BBC Trust and to the S4C Authority.

5.13 In the event that:

(i) failure to agree is reported to the BBC Trust and to the S4C Authority under paragraph 5.12 above; or

(ii) the Trust does not approve the recommendation put to it by the ACW and the Authority jointly under paragraph 5.11 above,

the Chairmen of the Trust and the Authority shall meet with a view to reaching a final agreement upon those matters. That meeting may, at the discretion of the Chairmen jointly, take place under independent chairmanship if, in the opinion of both Chairmen, this is likely to be conducive to reaching such agreement.

5.14 Where a meeting is to be held in the circumstances set out in paragraph 5.13 above, the Chairmen may consult further with and invite further proposals from their executives and the ACW.

5.15 Where, despite the reasonable endeavours of both parties, a final agreement cannot be reached between the Trust and the Authority, both parties acknowledge that S4C should have control over the commissioning of the Contributed Programming and how the amounts set out in paragraph 4.1 are used, but consistent with the BBC’s editorial values and obligations to the licence fee payer.

5.16 If the parties are unable to agree on the interpretation and extent of their obligations under paragraph 5.15 or otherwise under this Deed, the Trust and the Authority shall each reach its own conclusion internally on those matters, shall detail its conclusion and the reasons for it to the other party, and shall accordingly take any appropriate action.

5.17 The BBC and S4C, the BBC Trust and the S4C Authority shall act in goodwill and jointly endeavour to ensure that the programming plan proposed for broadcast during each calendar year is approved by September of the preceding year in line with the planning cycle detailed here (see Appendix 1).

5.18 The BBC warrants that the BBC’s Contribution supplied to S4C pursuant to this Deed shall be in accordance with the final programming plan and the Editorial Synopses (as may be varied by agreement between the BBC and S4C). 5.19 If the BBC is or will be unable to supply any Contributed Programming to S4C in accordance with the relevant programming plan or Editorial Synopsis, due to any event beyond its reasonable control which had not occurred or was not foreseen at the time when the relevant programming plan or Editorial Synopsis was finalised, the BBC shall promptly notify S4C of that event and its consequences for the Contributed Programming. The BBC shall, in consultation and agreement with S4C and at the BBC’s own cost, make appropriate variations to the affected Contributed Programming so as to minimise, so far as is reasonably practicable, any adverse effects of the event in question. Subject to it complying with this paragraph 5.19, the BBC shall not be deemed to be in breach of paragraph 5.18 to the extent that it would otherwise be in breach of that paragraph by reason of the event in question. 5.20 Without prejudice to and notwithstanding all the preceding provisions of this section, the final decision as to whether to broadcast any of the Contributed Programming shall rest solely with S4C. 6. Editorial Responsibility

6.1 Decisions on editorial matters regarding the Contributed Programming will be taken in accordance with the annual planning framework and process set out at paragraph 5 above. As set out at paragraph 5.8 and in Appendix 2, the Editorial Synopsis will contain the editorial specification.

6.2 The BBC acknowledges that S4C as broadcaster will have the final decision on when to transmit the Contributed Programming on its services.

6.3 The BBC shall advise S4C of its plans in relation to any new technology or application which is relevant to the BBC Contribution and the parties shall discuss the same and reflect any matters agreed by them in respect of such new technology or application in the Editorial Synopses.

7. Annual performance review

7.1 The BBC recognises that the S4C Authority is under a duty to prepare and publish an Annual Report to Parliament on the performance of its public services. The S4C Authority will set the specific annual targets for its public services in its annual statement of programme policy. This will include without limitation statutory targets, targets set by Ofcom, targets set out in S4C’s corporate plan as well as reference to Ofcom’s requirements for public service broadcasting.

7.2 The S4C Authority and BBC Trust (advised by the ACW) shall review the performance of the BBC’s contribution annually and separately against the declared targets referred to in paragraph 9, and in the context of overall S4C channel performance. The S4C Authority shall be invited to share its assessment with the BBC Trust prior to the conclusion and publication of the Trust’s own assessment.

7.3 In all cases where reasonable concerns are raised by the BBC Trust or the S4C Authority regarding the performance of the BBC’s contribution against the agreed targets, the Trust and Authority shall be under an equal and balancing obligation to use all reasonable endeavours to resolve these matters. They should consult BBC Wales and S4C management as may be necessary to inform such a resolution. 7.4 In addition to the requirements set out at paragraph 5, the senior executives of both the BBC and S4C shall convene regular and joint executive meetings to assess and monitor the impact of the BBC contribution against the agreed targets and to share information on programme content, the production process and scheduling.

8. Compliance of the BBC Contribution with S4C Compliance and Legal requirements 8.1 With regard to the BBC’s contribution of programmes and services, the BBC agrees that this requirement places obligations on the BBC to provide programmes and services that comply with, and enable S4C to fulfil, S4C’s legal and compliance responsibilities as a broadcaster.

8.2 The BBC warrants that:

8.2.1 all programmes and services supplied as part of the BBC’s Contribution will be produced in accordance with BBC guidelines, including but not limited to the BBC’s Editorial Guidelines, the BBC’s Fair-Trading Policy the BBC’s Child Protection Policy and the BBC ’s Health and Safety Policy, and with S4C’s High Definition Policy (as amended in accordance with the provisions of this clause) and S4C’s Brand Guidelines (insofar as S4C’s Brand Guidelines do not conflict with the additional provisions agreed by the Parties and annexed hereto as Appendix 6) and will be compliant with the legal and compliance obligations which apply to the S4C Service. The BBC undertakes to provide clarity on the migration of the Contributed Programming to HD delivery as part of the Annual Editorial Planning Framework although this migration is expected to be subject to both financial and operational constraints. The BBC also undertakes

• that Pobol y Cwm shall be delivered in HD and that the migration of the BBC’s other Contributed Programming shall be in advance of, or no later than, the migration of the BBC’s English language television services for audiences in Wales.

8.2.2 the technical delivery materials and paperwork for the BBC’s Contribution shall comply with S4C’s technical requirements as published from time to time; and 8.2.3 all waivers rights and consents which may be required for the exercise of the rights as set out in the Terms of Supply and/or otherwise set out in the Editorial Synopsis including without limitation moral rights, all performers’ proprietary rights, copyright licences in respect of third party copyright material, the making available right and the rental and lending rights, the rights of communication to the public and satellite and cable retransmission rights

and the agreement by all relevant persons shall be obtained prior to broadcast of the Contributed Programming by S4C.

Nothing in this paragraph 8.2 shall prejudice the provisions of paragraph 8.1.

8.3 The BBC confirms that the BBC continues to indemnify S4C and the S4C Authority for any legal liability (including, without limitation, any liability or cost incurred as a result of defending or settling a claim alleging such liability), whether founded in tort, contract or otherwise howsoever, arising from the production, contents, broadcast or exploitation on New Media in accordance with the Terms of Supply of any programme, services or billing provided to S4C by the BBC. S4C shall notify the BBC in writing of any such claims as soon as reasonably practicable after S4C is formally notified of the relevant claim but S4C’s rights under the indemnity under this paragraph 8.3 shall not be prejudiced or affected by any failure to comply with this obligation, save to the extent that the legal liability in question is incurred as a consequence of such failure. S4C shall permit the BBC to fully participate, at its own cost and subject to the BBC keeping details of such claim and its defence confidential (save as required by law or applicable regulation), in the defence of any claim provided S4C does not settle such claim without the BBC’s prior agreement (such agreement not to be withheld where a settlement is proposed on the basis of advice by experienced counsel).

8.4 The BBC shall also enable S4C managers to view a programme or script a reasonable time in advance of transmission if they are concerned it may not fulfil the requirements of the Communications Act 2003, the S4C Authority Codes or Ofcom’s Broadcast Codes, except in the case of live programming or programming which, by its nature, needs to be made so close to transmission that it is not reasonably practicable for S4C managers to be given the opportunity to view it in advance of transmission. However these materials shall only be supplied after the programme has been completed.

8.5 If S4C consider that a programme is or is likely to be in breach of S4C’s compliance or legal obligations, S4C shall request the BBC to edit the programme to make it compliant with S4C’s obligations. The BBC shall take serious note of any points in respect of compliance made by S4C and wherever possible will seek to respond to S4C's concerns by amending the programme in order to make it compliant with S4C's obligations and the BBC's own editorial obligations. The decision on whether to alter the programme will lie with the BBC. Any failure to agree and any failure to amend the programme will not diminish the obligations of the BBC as set out in s58 of the Broadcasting Act 1990 and paragraphs 8.1 to 8.3 above. 8.6 The final decision on whether and when to transmit the programme (on the S4C channels) will lie with S4C. As set out at paragraph 5.8 and in Appendix 2, the Editorial Synopsis will contain planned delivery dates. 8.7 Any complaints received in respect of the BBC’s Contribution shall be dealt with in accordance with the procedure set out in Appendix 4.

9. Annual Performance Measures

9.1 The BBC Trust (advised by the ACW )and S4C Authority shall use the framework described below as the basis for setting a series of annual performance measures, and for conducting an annual assessment of the BBC’s contribution of programming to S4C. Both exercises shall consider the BBC’s contribution in the context of S4C’s overall channel performance, and the scheduling of the BBC’s programmes. This exercise will take place at the same time as the BBC Trust’s assessment of the S4C services as set out in the Operating Agreement. Each partner shall aid the performance assessment regime by disclosing relevant performance data on a confidential basis in accordance with paragraph 14 to the other partner.

The framework:

9.1.1 Reach: • the BBC’s programme supply should contribute to S4C’s total weekly audience reach by aiming to maximise its own weekly reach across a broad range of viewers; • the BBC’s programmes should contribute towards on-demand consumption of content provided as part of the BBC’s Contribution, and the development of both partners’ on-demand services. This usage will be measured over all internet, cable and emerging platforms (including those operated by both the BBC and S4C); • wherever practicable, overall reach should include estimated on demand usage.

9.1.2 Quality:

• the BBC’s programme supply should contribute to the quality, distinctiveness and creative excellence of the S4C services; • the BBC’s programme supply should achieve significant audience appreciation (measured by tracking appreciation of specific programming strands over time and through benchmarking with appreciation scores achieved by S4C’s independently-produced programme supply); • the programming supply should comprise new first run UK content and not repeats or acquisitions, except as agreed within the annual planning process;

9.1.3 Impact: • the BBC’s programme supply should achieve high awareness among licence fee payers (measured by awareness of the BBC’s contribution in its totality and of its key individual programme strands);

• the programming supply should support the delivery of the BBC’s Public Purposes, S4C’s Content Strategy and the S4C Authority’s wider strategic aims.

9.1.4 Cost and value-for money: the BBC’s programmes should represent value-for- money to licence-fee payers (measured by cost per user hour and any other relevant metrics used for the purposes of the Operating Agreement – measured both over time and through benchmarking with S4C’s independently-produced programme supply on a basis consistent with S4C’s measurement of cost per user hour and measured by cost per hour on the basis of the genres used in S4C’s annual report).

9.2 The Editorial Synopsis will include a set of performance indicators (in the form set out at Appendix 2) for the programmes which constitute the BBC’s contribution for the year in question, in order to contribute to the annual review of performance.

9.3 Where, despite the reasonable endeavours of the BBC Trust and S4C Authority, an agreement cannot be reached on appropriate performance measures, the Trust shall make a final determination on behalf of licence fee payers and the S4C Authority shall make a final determination in respect of appropriate performance targets for S4C services.

9.4 The BBC Trust shall publish in advance the overall budget and performance indicators that they expect the BBC’s contribution to S4C to meet, and only following consultation with the S4C Authority. The S4C Authority will set out annually in advance the performance measures which they expect to apply to the overall S4C Service (including the BBC’s contribution) .

10. Accountability

10.1 The BBC Trust and S4C Authority shall seek to ensure that the development and fulfilment of the Strategic Partnership Agreement are guided by the complementary public goals of both organisations.

10.2 Both bodies shall seek to create a stronger and more systematic link to the views of Welsh language audiences. To this end, the executive teams of BBC Wales and S4C shall be invited to explore new ways of providing Welsh language viewers and listeners with the opportunity to contribute their views on a wide range of topics, exploiting traditional and multi-media fora. Where appropriate audience feedback shall be routinely shared by the two bodies.

10.3 To support the annual performance review framework, the BBC Trust and S4C Authority may, from time to time, jointly commission external research or independent advice to supplement information received from senior mangers within both organisations.

10.4 The Chairmen of the BBC Trust and S4C Authority shall meet on a biennial basis to review the Strategic Partnership, and explore opportunities to deepen the relationship between the two bodies.

11. Archive

11.1 The BBC grants to S4C and its independent producers the right to access and use clips subject in each case to the prior editorial consent of the BBC (such consent not to be unreasonably withheld) from the BBC Cymru audio visual and audio archive free of any clip licence charges for the purpose of programmes and other content commissioned by S4C for transmission and exploitation on S4C’s Services subject to the payment of customary BBC library research and technical costs together with any outstanding consents having being obtained from the owners of any underlying rights and (if required) the payment of any use fees, repeat fees and residual fees that may be due to the owners of any underlying rights.

11.2 The BBC Cymru archive in this context means the BBC Welsh language radio archive together with the television archive of BBC copyright programmes produced by the BBC for broadcast on the services of S4C (including Welsh language programmes produced by the BBC prior to 1982) together with English language television programmes insofar as the same have been commissioned as BBC copyright programmes for transmission on the services of the BBC in Wales.

11.3 Clips in this context means edited extracts of the material referred to in sub- paragraph 11.2 being no longer than 5 (five) minutes per 30 (thirty) minutes or less of programme running time.

11.4 Clips supplied by the BBC to S4C and its independent producers cannot exceed 25% of the total running time of the programme.

11.5 The BBC, subject to its own editorial requirements, will also give due consideration to requests which may on certain occasions exceed the thresholds set out in 11.3 and 11.4.

11.5 The BBC shall endeavour to meet all library requests within three working days of receipt.

11.6 Any commercial exploitation or other use of the clips by S4C and its independent producers shall be subject to additional BBC consent and the prevailing market rates of BBC Motion Gallery.

12. Review of Agreement

12.1 This Deed shall be subject to review by the BBC Trust and S4C Authority during 2016. It is the intention of the parties to renew this Deed on the same terms with st effect from 1 April 2017, subject to:

(a) the parties agreeing what figures should appear in paragraph 4.1;

(b) any governance changes affecting the BBC Trust, the S4C Authority or S4C which are relevant to this Deed; and

(c) such other variations to this Deed as the parties may agree.

13 Force Majeure

13.1 Without prejudice to paragraphs 1.1 and 13.5 neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Deed caused by circumstances beyond the reasonable control of a party to this Deed (including a labour dispute between a party to this Deed and its employees as well as a labour dispute between a third party and its employees) (a 'Force Majeure Event').

13.2 The party claiming the Force Majeure Event shall promptly notify the other party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.

13.3 Any costs arising from such delay or stoppage shall be borne by the party incurring those costs;

13.4 The party claiming the Force Majeure Event shall take all reasonable steps necessary to bring that event to a close or to find a solution by which its obligations under this Deed may be performed despite the Force Majeure Event;

13.5 Nothing in this paragraph 13 shall diminish or replace the obligations of the BBC under paragraph 4.1 for the relevant financial year.

14. Confidentiality 14.1 Each Party (the "receiving party") undertakes to the other (the "disclosing party") to keep confidential at all times all and any information disclosed to the receiving party by the disclosing party pursuant to paragraph 9 above (the "Confidential Information") and to use it only for the purposes of paragraph 9 and not for any other purposes (but subject to paragraph 14.2).

14.2 In addition—

14.2.1 the BBC Trust may use Confidential Information where necessary for the proper performance of any of its functions under the BBC Charter or BBC Agreement; and

14.2.2 the Members of the S4C Authority may use Confidential Information where necessary for the proper performance of any of their supervisory or strategic functions in relation to S4C or any services provided by S4C.

14.3 The receiving party may only disclose Confidential Information in confidence to such of its directors, employees and professional advisers and (where the BBC is the receiving party) trustees of the BBC Trust or (where S4C is the receiving party) members of the S4C Authority who reasonably need access to the Confidential Information for the purpose of paragraph 9 and provided that all such persons to whom Confidential Information is so disclosed are informed of the terms of this Deed and (i) are obliged by their contracts of employment or service or terms of appointment or engagement not to disclose the same or, as the case may be, (ii) enter into legally binding confidentiality agreements on equivalent terms to this Deed. Each Party shall be responsible for the performance of paragraph 14.1 on the part of its directors, employees and professional advisers and (in the case of the BBC) trustees of the BBC Trust or (in the case of S4C) members of the S4C Authority to whom Confidential Information is disclosed pursuant to this paragraph 14.2.

14.4 For the purposes of this paragraph 14, Confidential Information shall not include information which: 14.4.1 entered or subsequently enters the public domain without breach of this Deed or any other obligation of confidentiality by the receiving party; 14.4.2 the receiving party 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 disclosing party and was not previously acquired from the disclosing party under any obligation of confidentiality; 14.4.3 is disclosed to the receiving party by a third party without breach by the receiving party or such third party of any obligation of confidentiality owed to the disclosing party; 14.4.4 the receiving party can demonstrate is independently developed or discovered by or for it not as a result of any activities referred to in paragraph 9; 14.4.5 is hereafter disclosed by the disclosing party to a third party without restriction on disclosure or use; 14.4.6 is disclosed by the receiving party with the prior written permission of the disclosing party; or 14.4.7 is required to be disclosed: (a) in accordance with the Freedom of Information Act 2000, if applicable,

(b) pursuant to the BBC Charter or BBC Agreement, or

(c) 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.

15 Notices 15.1 Any notice or other communication which either party is required by this Deed to serve on the other party shall be sufficiently served if sent to S4C at its specified address at the head of this Deed or in the case of the BBC to BBC Cymru Wales , Broadcasting House, Llandaff, Cardiff CF5 2YQ as follows:

15.1.1 by hand;

15.1.2 by registered or first class post or recorded delivery; or

15.1.3 by facsimile transmission confirmed by registered or first class post or recorded delivery.

Notices sent by registered post or recorded delivery shall be deemed to be served three (3) working days following the day of posting. Notices sent by facsimile transmission shall be deemed to be served on the day of transmission if transmitted before 4.00 p.m. on a working day, but otherwise on the next following working day. In all other cases, notices are deemed to be served on the day when they are actually received.

16. Entire Agreement Subject to the remainder of this paragraph this Deed and its Appendices constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements between the parties relating to such matters. No future variation to the terms of this Deed shall be effective unless made in writing and signed by each of the parties. In the event of any conflict between this Deed and the provisions of any agreement relating to rights which have been jointly acquired by the Parties, the latter shall prevail.

17. Governing law This Deed is governed by and shall be construed in accordance with the laws of England and Wales.

THIS DEED is duly executed by the parties hereto but remains undelivered until the day and year first before written.

Appendix 1 Editorial planning and performance assessment schedule

Broadcast Broadcast Broadcast Broadcast year 2016 + Activity year 2013 year 2014 year 2015 Q1 2017

[Subject to

BBC Wales/S4C mgt renewal of SPA] Consultation over programme strategy [5.4] June 2013 June 2014 June 2015

BBC Wales July 2015

Development of proposals, in [Subject to July 2014 consultation with S4C renewal of management [5.5/5.6] SPA] July 2013

BBC Wales/S4C mgt

Proposals discussed and agreed [5.8] or failure to agree [Subject to reported to BBC Trust/S4C renewal of September August August Authority [5.11] SPA] 2013 2014 2015

S4C Authority/ACW

Assess proposals, inc [Subject to consultation with BBC Wales renewal of September September September and S4C management [5.9] SPA] 2013 2014 2015

S4C Authority/ACW

Joint recommendation (or [Subject to failure to agree) reported to renewal of October October October 2015 BBC Trust [5.10] SPA] 2013 2014

[Subject to By By By November BBC Trust approval [5.10] renewal of November November 2015

SPA] 2013 2014

S4C Authority assessment of output performance May 2014 May 2015 May 2016 May 2017

S4C assessment shared with the ACW and BBC Trust June 2014 June 2015 June 2016 June 2017

BBC Trust assessment of performance shared with S4C By July 2017 Authority July 2014 By July 2015 By July 2016

Review and (if appropriate) July – renewal of Agreement by BBC October 2016 Trust and S4C Authority

Appendix 2

THE EDITORIAL SYNOPSIS

DYDDIAD A CHYFEIRNOD Y SYNOPSIS:

MANYLION GOLYGYDDOL AR GYFER RHAGLENNI BBC CYMRU AR S4C

1. Gwybodaeth am y Rhaglen

Teitl

(Noder os mai teitl dros dro ydyw)

Gofal Cynhyrchu

(Pennaeth Adran, BBC Cymru neu Uwch Gynhyrchydd)

(Y pwynt cyswllt cyntaf fydd Rheolwr Rhaglenni Cymraeg, BBC Cymru)

Nifer y rhaglenni x hyd y slot

(Yn cynnwys teitlau a chredyd cynhyrchu)

Union hyd y rhaglenni (Union hyd rhwng a gyda toriad hysbysebu)

Nifer y toriadau hysbysebu sydd eu hangen

\Genre( )\

Ffuglen Cyfres

\SubGenre( )\ Drama gyfres

Cyfres fer

Unigol

Drama ddogfen

Adloniant Comedi

Arall

Ffeithiol Cyff. Digwyddiadau

Ffeithiol Cyff.

Adloniant Ffeithiol

Ffilm Theatrig

Cerddoriaeth Clasurol / Perff.

Cyfoes / Arall

Materion Cyfoes

Addysg Ysgolion

Arall

Newyddion

Plant Animeiddio

Drama

Adloniant

Ffeithiol

Meithrin

Chwaraeon

Sianel

(y sianel ar gyfer y darllediad 1af)

Brand Strategaeth Rhaglenni S4C

(Uchelfannau, Gwledig, Adloniant, Teulu ayyb)

Cyn neu ar ôl 9pm Cyn 9pm Ar ôl 9pm

2. Golygyddol / Creadigol

Crynodeb

Disgrifiad golygyddol, i gynnwys:

▫ ydy’r rhaglen yn gyfoes neu’n gyfnodol? ▫ ai addasiad neu waith gwreiddiol? ▫ manylion unrhyw elfennau rhyngweithiol a’u bwriadau ▫ awgrymiadau am ddeunydd atodol ar y we ▫ cysylltiadau â Radio Cymru a/neu Cymru’r Byd

Natur Amserol

Noder unrhyw ddigwyddiadau / gyhoeddiadau neu achlysuron sy’n gysylltiedig â’r rhaglen neu’r gyfres, e.e. arddangosfeydd, dathliadau, gwyliau, cofiannau, llyfrau, DVD ac ati

Sgriptio

Awdur sengl / cyd awduron / tîm

Cyfarwyddo

Manylion creadigol perthnasol

▫ arddull cyfarwyddo ▫ gwahanol fformatau ayyb Cynllunio ac Effeithiau

Set / effeithiau arbennig/ propiau

Castio

Disgrifiad i gynnwys:

▫ amcanion castio (profiadol / talent newydd) ▫ enwau / personél allweddol ▫ nifer cast craidd ▫ nifer rhannau gwadd ym mhob rhaglen

▫ portread ar sgrin (oedran, cymysgedd ethnig, materion amrywiaeth) ▫ nifer ychwanegolion ▫ acenion ▫ plant - manylion a threfniadau gwarchod

Teitlau

Naws, sain a cherddoriaeth a bwriadau gweledol

Cerddoriaeth

Amcanion creadigol gan gynnwys recordiadau neu ffynonellau cerddoriaeth

Rhyngweithio

Gwefan

Unrhyw faterion golygyddol eraill e.e.:

▫ amlinelliad / trefn y rhaglen ▫ elfennau rhyngweithio ▫ safle we

3. Agweddau Golygyddol Allweddol

Enw

Talent allweddol ar gamera/ Cyflwynydd(wyr) a Chyfranwyr

Storïwr(wyr)/ Llais(Lleisiau)

Awdur(on)

Uwch Gynhyrchydd(wyr)

Cynhyrchydd (wyr)

Cyfarwyddwr (wyr)

Cyfarwyddwr (wyr) Ffotograffiaeth

Lleoliad arbennig

Eraill

4. Manylion Cynhyrchu i) Cynhyrchu

Prif gyfnod ffilmio arfaethedig

Math o ffilmio ac adnoddau e.e. Stiwdio, Lleoliad, Camera Sengl/Dau neu Aml-gamera.

Recordio o flaen llaw/Fel bo’n fyw neu Yn fyw neu arall – noder os gwelwch yn dda.

Fformat Cynhyrchu

DV, Digi, High Def, Super 16mm, arall – noder manylion unrhyw fformat a ddefnyddir os gwelwch yn dda

Lleoliad daearyddol y ffilmio

Gwlad (DG neu fel arall)

Nifer y dyddiau, Lleoliad cyson, Sylwadau (Visa, ardal elyniaethus etc.)

Cymhareb Stiwdio i Leoliad Cyfanswm

Nifer y dyddiau ar leoliad

Nifer y dyddiau yn stiwdio

Gofynion technegol arall Linc lloeren Oes / Nac oes

Manylion e.e. SMS neu MMS Rhyngweithio Oes / Nac oes

Ar lein Oes / Nac oes

Arall

Manylion

Archif – lluniau BBC sy’n bodoli eisoes

Munudau y rhaglen / canran.

Archif – lluniau S4C sy’n bodoli eisoes

Munudau y rhaglen / canran.

Archif – arall

Ffynhonnell debygol a munudau. Noder y fformat.

Ffilmio cyfrin Oes / Nac oes

Rhowch fanylion os yn briodol

Camera cudd Oes / Nac oes

Rhowch fanylion os yn briodol

Defnydd o CCTV Oes / Nac oes

Rhowch fanylion os yn briodol

Effeithiau arbennig Oes / Nac oes

Rhowch fanylion os yn briodol

Styntiau Oes / Nac oes

Rhowch fanylion os yn briodol

Unrhyw elfennau cynhyrchu arall penodol e.e. Rhyngweithio

ii) Ôl Gynhyrchu

Ôl gynhyrchu

Manylion perthnasol creadigol ▫ Arddull y torri/golygu ▫ Effeithiau gweledol ▫ gofynion ychwanegol/animeiddio ▫ Graddio/Gwir olygu

Graffeg

Is deitlo Oes / Nac oes

CGI ac effeithiau gweledol arbennig

Effeithiau gweledol allai amharu ar y llygaid

5. Ystyriaethau busnes a chyllid

Partïon Cyd gynhyrchu (os yn briodol)

Noder unrhyw ofynion golygyddol yn adran 2. Dylid nodi unrhyw effaith ar y pecyn a’r hawliau darlledu yn adran 6 isod. Trefniadau ar gyfer unrhyw safle we fydd yn gysylltiedig â’r rhaglen.

Polisi Amddiffyn Plant (Polisi’r BBC/Polisi S4C)

Nodwch pa Bolisi

Amddiffyn Plant sy’n berthnasol

Person Dynodedig

(Os mai Polisi Amddiffyn Plant S4C sy’n berthnasol)

Polisi Iechyd a Diogelwch (Polisi’r BBC/Polisi S4C)

Nodwch pa Bolisi Iechyd a Diogelwch sy’n berthnasol

Person Cymwys

(Os mai Polisi Iechyd a Diogelwch S4C sy’n berthnasol) Dylid cadarnhau fod y person sydd wedi ei benodi yn meddu cymhwyster dilys.

6. Darllediadau Pellach

Hawliau I gyd fynd a’r hawliau sydd yn Atodiad 3 o’r Cytundeb Partneriaeth BBC/S4C

Nodwch os cytunwyd ar unrhyw drefniant gwahanol

Cliriadau a sicrhawyd

Nodwch: (a) beth sydd wedi ei glirio (b) beth sydd yn gliriadwy (a)

(b)

Darllediadau/defnydd eraill a rag- brynwyd yn y gyllideb.

Yn cynnwys manylion am yr holl gyfranwyr/gyfraniadau, deunydd trydydd parti (gan gynnwys cerddoriaeth). Cytundebau undebol ar gyfer cyfranwyr y bydd iddynt daliadau defnydd pellach yn ddyledus.

Amcangyfrif o’r costau ychwanegol i’r BBC os yn berthnasol

Amcangyfrif o’r costau ychwanegol i S4C os yn berthnasol

7. Cyfleu a Gofynion Technegol

Amserlen Gyfleu

Ar gyfer tapiau, gwybodaeth electroneg a’r gwaith papur. Dylid nodi manylion am y dull o gyfleu (lawr y lein/tap/yn fyw ayyb)

Dyddiad cyfleu ar gyfer unrhyw ofynion eraill.

e.e. Elfennau Ar-lein/Rhyngweithio/Gofynion Swyddfa’r Wasg.

Nodwch unrhyw elfen amserol neu gyfyngiad ar ddarlledu

e.e. slot rhyngweithio penodol

Fformat

Y fformat arferol yw Digibeta 16:9 FHA yn SD. Nodwch os cafwyd cytundeb i gyfleu yn wahanol e.e. HD

Gofynion Technegol Arbennig

Disgwylir i’r rhaglenni gydymffurfio â gofynion technegol S4C. Nodwch unrhyw eithriad neu ofynion arbennig. Credyd Cynhyrchu BBC Cymru

Cynhyrchiad

Safle: Ar yr un cerdyn â’r Hysbysiad Hawlfraint neu unrhyw leoliad arall oni bai y cytunir yn wahanol

Y credyd i ymddangos ar bob fersiwn o’r BBC Cymru [Insert logo] Rhaglen ym mhob cyfrwng yn y DG.

ar

[S4C logo]

© BBC MM..

Credyd Cynhyrchu Cwmni Annibynnol ar gyfer BBC Cymru Cynhyrchiad

Safle: Ar yr un cerdyn â’r Hysbysiad Hawlfraint neu unrhyw leoliad arall oni bai y [Company name or Logo] cytunir yn wahanol

Y credyd i ymddangos ar bob fersiwn o’r ar gyfer Rhaglen ym mhob cyfrwng yn y DG yn ystod Cyfnod y Drwydded

BBC Cymru [Insert logo]

ar

[S4C logo]

© [cwmni cynhyrchu] MM..

Unrhyw Ofynion Credydau arbennig

Dull darlledu

Byw Stiwdio

Lleoliad

Tâp - o’r BBC

o S4C

Dull Isdeitlo

Byw

Ffeil

Deunydd 4:3 ar sgrîn lydan

Oes / Nac oes

Os oes pa ddull a ddefnyddir i’w dangos

8. Targedau S4C a Mesuriadau Perfformiad Gwerth

Cyhoeddus y BBC (i’w hychwanegu)

Targed Mewn gwirionedd

Manylion y Gynulleidfa

Oedran:

Demograffeg:

Rhyw:

Mesuriadau Perfformiad

Cynulleidfa darged Darllediad 1af.:

Ailddarllediad:

Omnibws;

Gwerthfawrogiad:

Appendix 3

Terms of Supply

A. This Appendix sets out the standard package of rights to which (unless amended in the Editorial Synopsis) S4C shall be entitled in respect of the Contributed Programming.

The BBC’s General Terms for the Production of Television Programmes by Independent Producers dated July 2004 (and updated in July 2010) allows the BBC to supply independently commissioned programmes as part of the Commissioned Programmes for such transmissions on the services of S4C as may be required by the BBC insofar as the same are consistent with the permitted number of transmissions set out in S4C`s Code of Practice for Programmes Commissioned by S4C.

In the event that S4C Terms of Trade (Second Edition) are amended or changed S4C shall enter into good faith negotiations with the BBC to establish what changes (if any) are required to the Terms of Supply and the BBC shall agree any reasonable changes to the Terms of Supply insofar as the same do not conflict with the public purposes of the BBC.

Subject to the remainder of this paragraph, the rights, the main provisions of which are set out in the definition of “Rights” below, to which S4C shall be entitled in respect of the Contributed Programming shall therefore be the same as S4C’s rights under the S4C Terms of Trade Second Edition. It is acknowledged that exceptions to this general rule may be negotiated and agreed as part of the Editorial Synopsis for programme strands. It is also acknowledged that in the event of a conflict between the S4C Standard Terms of Trade and this Appendix, this Appendix will prevail.

B. The Rights shall survive expiry of the Strategic Partnership Deed.

C. In this Appendix the following words shall have the following meanings:-

Interpretation and Definitions

“Licence Period” Programmes made in-house by the BBC and Children’s and Educational programmes made by the independent sector:- the period from the date when the programme is made until the seventh anniversary of the date of first broadcast of the Contributed Programming (or in the case of a series, the seventh anniversary of the first broadcast of the last episode by S4C) and any extension which is agreed;

Programmes (other than Children’s and Educational Programmes) made by the independent sector:- the period from the date when the programme is made until the fifth anniversary of the date of first broadcast of the Contributed Programming (or, in the case of a series, the fifth anniversary of the first broadcast of the last episode by S4C) and any extension which is agreed;

“Educational Programmes” programmes denoted as such in the Editor Synopsis;

“Children’s programmes denoted as such in the Editorial Programmes” Synopsis;

“Territory” the UK with non exclusive overspill rights outside the UK on platforms whose signal is not limited to the UK including without limitation unencrypted satellite, website use and methods of exploitation by way of New Media;

“New Media” all so called “new media” now known or hereafter invented including without limitation webcasting, on demand, online usage, interactive applications and mobile technology and regardless of the device on which the Programme is viewed;

“S4C Service” services provided free of charge by S4C or its subsidiaries;

“Simulcast” simultaneous exhibition, broadcast or transmission of the Programme (or part of it) on more than one medium or platform now or hereafter known, including (without limitation) digital television (both standard and high definition) and via New Media;

“Timeshift Transmissions” broadcast or transmission of the Programme on any S4C Service from time to time that carries a time-delayed re- broadcast of output of any constituent element of the S4C Service together with the right to Simulcast the same.

“Rushes” material produced in the course of producing the contributed Programming but not featured in the Contributed Programming as delivered to S4C.

“Clips” clips from the Contributed Programming.

“Rights” as follows:-

Transmission rights and holdback

1. The sole and exclusive right to exploit the Contributed Programming in the Territory during the Licence Period:-

1.1 with or without signing and/or English or Welsh subtitles and/or audio description and/or (with the BBC’s approval) an English language commentary;

1.2 by any means of television on any platform (including without limitation cable, terrestrial, IPTV and satellite) whether linear or interactive, digital, standard definition or high definition;

1.3 on the S4C Services

1.4 by means of Simulcast

1.5 by means of a specific number of transmissions, as noted below:-

2. Children’s and Educational Programmes– unlimited transmissions throughout the Licence Period.

3. Programmes made in house by the BBC (other than Children’s and Educational Programmes) – sixteen transmissions.

4. Other categories of programme produced by the independent sector – three packages of broadcasts each package comprising up to six transmissions within a 28 day period;

5. Save for the provision of back to back sports coverage which is agreed by S4C as part of the programme plan and without prejudice to paragraph 1 above, during the Licence Period the BBC shall not exploit or authorise or permit the exploitation of the Contributed Programming on television and in any language in the Territory. The BBC shall not, at any time before the date of first transmission of the Contributed Programming until the expiry of 28 days after such first transmissions or, in the case of a series, 1 month after the first transmission of the last episode by S4C, exploit any versions of Contributed Programming in the Entertainment genre on television in the Territory. Any variation to be agreed within the editorial process. This holdback shall not apply to New Media exploitation by the BBC except during the exclusive New Media windows to which S4C is entitled below.

6. Simulcasts shall count as one transmission. Signed or audio described transmission between the hours of midnight and 6am shall not count as a transmission under 2,3 or 4 above.

7. Timeshift Transmissions of Programmes to which members of Equity, the Writers Guild or the Musicians Union have contributed shall be subject to the necessary rights having been obtained in negotiation with such Unions and on terms approved by S4C.

New Media Rights

1. The right during the periods below to exploit the Contributed Programming or parts thereof in a linear format without impairing or interrupting the original order or sequence of the Contributed Programme on New Media (whether in a streamed or downloadable format but only in a format which prevents the viewer from keeping a copy of it once the period of the viewer’s licence has expired) and whether on a standalone basis or as part of any other service or portal through any medium and in

any format and on any platform now or hereafter known and to keep all income derived therefrom as follows:

1.1 on an exclusive basis if at the same time as the first television transmission of the Contributed Programming on the S4C public services. It is acknowledged that S4C’s rights under this clause in respect of stand-alone news provision (excluding current affairs and stand-alone politics programmes) shall be non exclusive;

1.2 on a non-exclusive basis for the first seven (7) days after the first television transmission of the Contributed Programming by S4C and thereafter on a non exclusive basis for a further twenty eight (28) days at a different time to any television broadcast of the Contributed Programming on the S4C Services and ‘on demand’ by the viewer.

1.3 on a non exclusive basis if at the same time as the transmission of any repeat of the Contributed Programming on the S4C Service and also on a non-exclusive basis for the first thirty-five (35) days thereafter at a different time to any repeat television broadcast of the Contributed Programming on the S4C public services and ‘on demand’ by the viewer.

2. If S4C foresees at the time of discussing and agreeing the Editorial Synopsis for any of the Contributed Programming or at any time thereafter that S4C would like to exercise the New Media Rights in any of the Contributed Programming more extensively than the licence granted above or in any manner which is different to the licence granted above, S4C will discuss its plans with the BBC which will endeavour to agree terms to enable S4C to do so.

3. The foregoing rights shall include the right to perform all such technical evolutions as are necessary to enable the full exploitation by S4C of the New Media Rights (for example to copy, transfer, cache and store the Contributed Programming).

4. If the BBC wishes to exercise New Media rights in the Contributed Programming after the first television transmission of such programming by S4C, this shall be subject to the following conditions:

4.1 where permitted (e.g. via iPlayer ‘Open Linking’), a link shall be provided from the BBC site to the appropriate S4C on-demand service (currently branded ‘Clic’) (and the BBC shall, if so requested by S4C, address in good faith whether any necessary permission under this sub-paragraph can be obtained);

4.2 the usage figures will be reported to S4C within one week of use and shall be allowed to be included within S4C’s usage figures;

4.3 the BBC shall ensure where technically possible that the ident ‘BBC Cymru ar S4C’ incorporating (where technically possible) S4C’s logo shall precede all such programming on New Media and shall include a narrative reference to the BBC and S4C in all New Media listings

4.4 any reference within the Contributed Programming on television to the availability of such programming from the BBC in New Media shall refer no less prominently to its availability in New Media from S4C (including on S4C’s on- demand service (currently branded ‘Clic’)).

Website Rights

The non exclusive right to create, establish and maintain a Welsh language or bilingual programme-related website or websites for any of the Contributed Programming and the right to use clips or extracts from the Contributed Programming on such website(s) or on any corporate/generic website(s) of S4C or its group companies. For the avoidance of doubt the exercise of the Website Rights shall not be restricted to the periods listed under “New Media Rights” above.

Option to Extend the Licence Period

The option to extend the Licence Period for Contributed Programming produced by the BBC without payment of a licence fee for further periods on request. Clause 5.13 of the Deed shall apply to all requests. S4C acknowledges that any extension of the Licence Period for Contributed Programming produced by the independent sector shall be discussed directly between S4C and the independent production company concerned.

Ancillary Rights in the Welsh Language

1. Subject to the prior written consent of the BBC such consent not to be unreasonably withheld or delayed the non-exclusive right to exploit the merchandising and ancillary rights (in the Welsh language only) in the Contributed Programming for marketing and promotional purposes during the Licence Period, including (but without limitation) the right to use the title, scripts, programme format, characters, scenes, designs, events and items appearing in or produced for the Contributed Programming in connection with all types of products and services, on the understanding that S4C will not operate

in a manner which prevents any definite plans on the part of the BBC to exploit the merchandising and ancillary rights in the programme or any version of it commercially. S4C shall be entitled to retain any income derived from such exploitation.

2. S4C and the BBC will regularly liaise with each other and ensure that both parties are aware of any plans that either may have to exercise the ancillary rights in the Contributed Programming.

Promotional Rights

The right to promote market and advertise the Contributed Programming and S4C’s broadcasts of them by all customary methods and including without limitation by the use of Clips in promotional material and on social networking sites.

Right to Authorise Educational and Archival Use

1. The right to allow designated libraries and archives (in accordance with the Copyright Designs and Patents Act 1988 (as amended)) to prepare and keep copies of the Contributed Programming.

2. The right to allow museums, heritage centres, historical societies and charitable or other ‘non-commercial’ bodies to have copies of the Contributed Programming off-air and to exhibit and use them for the educational or archival purposes of these organisations.

3. The right to allow schools, colleges, universities and other educational establishments to have copies of the programme and, where possible, to view or download the programmes and to use them for the educational and non-commercial purposes of the establishment.

Off-air Recording Rights

The right to allow the Educational Recording Agency Limited to licence educational establishments to record the Contributed Programming off-air and to use them for educational purposes in accordance with the licensing scheme operated by the ERA from time to time pursuant to Section 35 of the Copyright, Designs and Patents Act 1988 (as amended).

Advertising and Sponsorship

The right to insert adverts and sponsorship stings around the Contributed Programming on any platform (not being a BBC Public Service platform) and to retain all income derived therefrom. The inclusion of sponsorship stings around the Contributed Programming will be subject to the BBC’s editorial approval.

Clips and Rushes Rights

(i) the right to use Clips in accordance with paragraph 11 of the Deed in new programmes made for the S4C Service .

(ii) subject to the prior written consent of the BBC the right to use Rushes in new programmes made for the S4C Service .

(iii) subject to (i) above (except where the paragraph above headed “Promotional Rights” applies) and (ii) above the right to use Clips and Rushes in promotional material and in New Media.

Other Incidental Rights

All the other incidental rights required by S4C in order to be able to fulfil its statutory and contractual duties and responsibilities or in order to facilitate the same, including without limitation:

1. The right to retain a transmission copy of the programme in perpetuity for regulatory purposes; and

2. The right to retain copies of the Contributed Programming in various technical formats and to perform such technical evolutions as are necessary in order to enable S4C to exercise the Rights and prepare different versions, e.g. a subtitled version, a signed version, a version with audio description etc; and

3. The right to permit third party services within and outside the United Kingdom to include the Contributed Programming in services or where such service(s) (by whatever means method or platform) simultaneously transmit the content of the free- to-air television services originated in the United Kingdom and to retain S4C’s share of the income derived therefrom.

4. Ownership in and title to the delivery materials.

5. The right to deal with the Contributed Programming to accommodate the portals through which exploitation is to be made (for example to add overlay, links, navigation tools and menus).

CLEARANCES

1. The BBC shall provide the Contributed Programming fully cleared, the term “cleared” meaning the acquisition of all rights and consents by the BBC so as to enable the first transmission (including any Simulcast) and the exercise of the New Media Rights, the Website Rights and all other Rights with the exception of repeat transmission rights free of charge to S4C.

2. As a matter of best practice the BBC shall endeavour to acquire all the Rights when clearing the first transmission so that all exploitation of the Rights by S4C shall be without cost to either S4C or the BBC.

3. To the extent that it has been unable to achieve (2) above, the BBC shall endeavour to ensure that the Rights are clearable, the term “clearable” meaning that subsequent exploitation of the Rights is reserved to S4C on a non-exclusive basis and may be exercised subject only to payment to rights holders in accordance with BBC Talent Union Agreements or otherwise as required and agreed between S4C and the BBC.

4. In the event that the Editorial Synopses requires the pre-payment of clearable Rights the BBC shall do so at the point of first acquisition and the subsequent transmission(s) shall be considered to be part of the Contributed Programming or, S4C may elect to reimburse to the BBC the cost of such pre-payment in which case the subsequent transmission(s) would fall outside the Contributed programming.

5. S4C shall be free to exercise the clearance of any clearable Rights beyond the first transmission of the Contributed Programming within its Licence Period.

Appendix 4

Complaints procedure

Complaints notified to the BBC

1. The BBC will notify S4C promptly of any complaint which is notified directly to the BBC about any of the BBC’s Contribution.

2. Any correspondence or written communication from the BBC to the complainant will need to be notified and discussed in advance between S4C and the BBC.

3. The BBC will consult regularly with S4C regarding the complaint and obtain S4C’s prior approval to each step taken by the BBC in dealing with such complaint. S4C and the BBC will discuss and seek to agree in good faith the manner in which such complaint shall be dealt with, but the parties acknowledge that S4C, as the broadcaster who is accountable to Ofcom, will have the right to make a final determination in respect of such complaint.

4. Any decision, settlement or compromise between the BBC and the complainant will require the prior approval of S4C.

Complaints notified to S4C

1. Any complaint about the BBC’s Contribution which is made directly to S4C shall be dealt with in accordance with any other programmes on S4C’s services, namely in accordance with S4C’s complaints procedure from time to time. Under such procedure, S4C will notify the BBC promptly of such complaint and will give the BBC the opportunity to provide its comments on the complaint.

General

Both parties acknowledge that each party will work within the framework of its own complaints procedure.

Appendix 5

News and Current Affairs Review Board Terms of Reference

1. Authority

The joint News and Current Affairs Review Board [“the Board”] is the primary management forum for discussing, and consulting on, the performance and strategic development of the BBC News and Current Affairs service on S4C, and its role and contribution within the wider S4C schedule.

The Board meets regularly to review areas of common interest and use best endeavours to reach agreement on co-operation consistent with the framework and obligations of the Strategic Partnership Deed.

The Board may from time to time develop recommendations for the consideration of the respective management teams.

The deliberations, activities and decisions of the Board shall at all times be:

 consistent with the terms of the Deed; and  subject to section 58 of the Broadcasting Act 1990 (as amended).

2. Board Purpose and remit

The purpose of the joint News and Current Affairs Review Board is:

(a) to provide a joint management forum for discussing, and consulting on, the performance and strategic development of the BBC News and Current Affairs service on S4C - and its role and contribution within the wider S4C schedule;

(b) to review the audience and editorial performance of the BBC News and Current Affairs service against agreed targets (including those of the BBC Trust, S4C Authority and Ofcom) within the context of the overall S4C schedule

(c) to monitor and review the BBC News and Current Affairs service’s fulfilment of the commitments set out in the annual Editorial Synopsis – and its support for S4C’s Content Strategy and annual SOPP, and the BBC’s Public Purposes;

(d) to recommend - as and when required - revisions to the annual Editorial Synopsis for the BBC News and Current Affairs Service on S4C;

(e) to develop recommendations – as and when required - to increase the impact and distinctiveness of the BBC News and Current Affairs service on S4C ;

(f) to assess and review the effectiveness of business continuity and emergency planning procedures (including service outages, obit procedures, pandemic planning and management of emergency announcements);

(g) to discuss and seek to progress areas of mutual interest - including but not limited to HD delivery, news branding, on-demand services, subtitling, scheduling and presentation;

(h) to identify and progress potential areas of joint working – including but not limited to audience research, marketing, language policy, use of third party materials and interactivity;

(i) to share information on key editorial or scheduling changes;

(j) to ensure best practice in the management of editorial risks, compliance and complaints related to the BBC News and Current Affairs service on S4C (including the handling of key events such as elections and referenda); and

(k) to undertake such other activity in relation to the provision of a BBC News and Current Affairs service on S4C as may be reasonably required and jointly agreed by S4C and the BBC.

3. Membership

The Board shall comprise an equal number of representatives from both organisations. BBC Wales’ Head of Welsh Language Programmes and S4C’s Director of Content shall jointly determine the number of representatives required in advance of each meeting. From time to time, additional participants may be invited to discuss areas of particular interest.

4. Frequency and organisation

The News and Current Affairs Review Board meetings shall be held not less than once every four months. Responsibility for the organisation and chairing of each meeting shall rotate between S4C Director of Content and BBC Wales Head of Welsh Language Programmes (to include preparation and distribution of all relevant paperwork). An agreed agenda shall be circulated a week prior to each meeting.

5. Procedure

The News and Current Affairs Review Board shall ensure that full written minutes of each meeting are maintained and endorsed as accurate at each subsequent meeting.

It is intended that the News and Current Affairs Review Board should work towards a consensus position on all matters deliberated and on all recommendations that the Board may choose to make. However, in the event that the Board elects to

call a vote on any matter, provided that the membership requirements are satisfied, issues may be determined by a simple majority of the votes cast with all abstentions or dissenting votes recorded in the minutes together with a brief note as to the reason for voting in favour.

6. Confidentiality

The provisions of clause 14 of the Strategic Partnership Deed shall apply to all matters relating to the joint News and Current Affairs Review Board.

Appendix 6

Raising awareness of the BBC contribution

1.1 As part of the Strategic Partnership Agreement, the BBC and S4C have agreed

a range of additional measures to improve licence fee payer awareness of the

BBC’s programming contribution.

1.2 In setting annual performance targets for the BBC contribution, the BBC Trust and S4C Authority shall consider whether the BBC’s programme supply has achieved high awareness among licence fee payers (measured by awareness of the BBC’s contribution in its totality and of its key individual programme strands).

1.3 All programmes and services supplied as part of the BBC’s Contribution will be produced in accordance with S4C’s Brand Guidelines, except insofar that a BBC Cymru Wales animated logotype ident shall immediately precede all BBC-supplied programmes distributed on S4C services [see diagram for illustrative flow], with the exception of the BBC News service. The sting shall be delivered to S4C as an integral element of each supplied programme and within the agreed programme duration and will not exceed 3 seconds in duration.

Diagram

The Corporate Seals of the

British Broadcasting Corporation and S4C were hereunto affixed.